8-A12G

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                NTL INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

                Delaware                              52-1822078
(State of Incorporation or Organization)   (I.R.S. Employer Identification no.)

                 110 East 59th Street, New York, New York 10022
               (Address of principal executive offices) (Zip Code)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [x]

Securities Act registration statement file number to which this form relates:
_______________
(If applicable)

Securities to be registered pursuant to Section 12(b) of the Exchange Act: None

Securities to be registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.01 per share
                                (Title of Class)
                   Warrants to purchase shares of Common Stock
                                (Title of Class)
           Stockholder Rights accompanying each share of Common Stock
                                (Title of Class)






                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

     This registration statement registers under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Act") the following securities of NTL
Incorporated, a Delaware corporation (formerly "NTL Communications Corp.) (the
"Company"), being issued pursuant to the Second Amended Joint Reorganization
Plan of NTL Incorporated and Certain Subsidiaries (the "Plan") and the Company's
Amended and Restated Certificate of Incorporation:

     o  common stock, par value $0.01 per share ("Common Stock");

     o  warrants to purchase shares of Common Stock ("Series A Warrants"); and

     o  stockholder rights accompanying each share of Common Stock ("Stockholder
        Rights").

In this registration statement on Form 8-A, "we," "us" and "our" refer to NTL
Incorporated.

Item 1.  Description of Registrant's Securities to be Registered.

     The descriptions which follow are subject to and qualified in their
entirety by reference to the full terms of each security, as set forth in our
Amended and Restated Certificate of Incorporation (our "charter"), our Amended
and Restated By-Laws (our "by-laws"), our Series A Warrant Agreement and our
Stockholder Rights Agreement, each of which are filed as Exhibits to this
registration statement which are incorporated by reference in this Item 1.


                          DESCRIPTION OF CAPITAL STOCK

     Our authorized capital stock consists of 400,000,000 shares of Common Stock
and 5,000,000 shares of preferred stock, par value $0.01 per share.

     Description of Common Stock

     The holders of our Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of our stockholders and do not
have cumulative voting rights in the election of directors. The holders of our
Common Stock are not entitled to vote on any amendment to our charter that
relates solely to the terms of one or more outstanding series of our preferred
stock if the holders of the affected series of our preferred stock are entitled,
either separately or together with the holders of one or more other series of
our preferred stock, to vote thereon under our charter or under the Delaware
General Corporation Law (the "DGCL").

     Generally, a majority of the votes cast at a meeting of stockholders by
holders of shares entitled to vote on the proposal is required for stockholder
action. However, our charter provides that the affirmative vote of the holders
of at least two-thirds of the outstanding shares of our capital stock which by
its terms may be voted on all matters submitted to stockholders of the Company
generally, voting together as a single class, is required for stockholder action
relating to (a) amendments to the by-laws and (b) the amendment or repeal of the
provisions of our charter relating to (i) the classification of directors, (ii)
the removal of directors, (iii) the prohibition on action by written consent of
stockholders, (iv) special meetings of stockholders, (v) certain liabilities of
directors, (vi) amendments to the by-laws, (vii) indemnification of directors
and officers, (viii) the applicability of Section 203 of the DGCL to the Company
and (ix) Article XIII of our charter which imposes these voting requirements.
These voting



requirements, as well as the classification of directors on our
board of directors, the super-majority voting requirements applicable in the
event of certain extraordinary corporate transactions and certain other
provisions of our charter, as more fully described in the section herein
relating to "Special Charter Provisions" may have the effect, alone or in
combination with each other, of delaying, deferring or preventing a change in
control of the Company.

     Subject to all rights and preferences of holders of any outstanding shares
of our preferred stock, holders of Common Stock are entitled to receive
proportionately such dividends as may from time to time be declared by our board
of directors out of funds legally available for the payment of dividends.

     In the event of the Company's liquidation, dissolution or winding up,
holders of Common Stock would be entitled to share proportionately in all of the
Company's assets available for distribution to holders of Common Stock remaining
after payment of liabilities and liquidation preference of any of our
outstanding preferred stock. Holders of Common Stock have no preemptive rights
and have no rights to convert their Common Stock into any other securities, and
there are no redemption or sinking-fund provisions contained in our charter with
respect to the Common Stock. There is no liability for further calls or for
assessments by the Company.

     As of the date of this registration statement, our charter contains no
provisions modifying the voting or dividend rights of holders of Common Stock
described above. There is no preferred stock outstanding. The rights,
preferences and privileges of holders of Common Stock may be adversely affected
by the rights of the holders of shares of any series of preferred stock that may
be issued in the future.

     On October 7, 2002, the Company received written confirmation from the
Nasdaq Stock Market, Inc. that the Common Stock was conditionally approved for
trading on the Nasdaq National Market. In order for the Common Stock to satisfy
the conditional listing requirements of the Nasdaq National Market, the Common
Stock must have a minimum closing bid price of at least $5.00 per share on the
first day of trading on the Nasdaq National Market post-bankruptcy emergence.
The Company cannot provide assurance that the Common Stock will satisfy the
first trading day minimum closing bid price per share requirement of the Nasdaq
National Market or that the Company will be able to maintain the Nasdaq National
Market listing of the Common Stock.

     Description of Preferred Stock

     The board of directors of the Company has the authority to issue preferred
stock in one or more series and to fix as to any series of preferred stock the
designation, title, voting powers and any other preferences, and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions, without any further vote or action by our stockholders.

     The ability of the board of directors to issue one or more series of
preferred stock provides increased flexibility in structuring possible future
financings and acquisitions and in meeting other corporate needs which might
arise. The authorized shares of our preferred stock, as well as shares of our
Common Stock, are available for issuance without further action by our
stockholders, unless any action is required by applicable law or the rules of
any exchange, automated quotation system or regulated quotation system on which
our securities may be listed or quoted, as the case may be, or applicable rules
of any self-regulatory organization. The board of directors of the Company will
make any determination to issue the shares based on its judgment as to our best
interests and the best interests of our stockholders. The board of directors of
the Company, in so acting, could issue preferred stock having terms that could
discourage an acquisition attempt or other transaction that some or a majority
of the stockholders might

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believe to be in their best interests or in which stockholders might receive a
premium for their shares over the then current market price of our Common
Stock.

     Description of Series A Junior Participating Preferred Stock

     In connection with the adoption of our Stockholder Rights Agreement, which
is described below, the Company has designated and reserved for issuance a total
of one million (1,000,000) shares of the Company's Series A Junior Participating
Preferred Stock, par value $0.01 per share ("Series A Junior Participating
Preferred Stock"). When issued and paid for in accordance with the Stockholder
Rights Agreement, the Series A Junior Participating Preferred Stock will be
fully paid and nonassessable. We will appoint a transfer agent for the Series A
Junior Participating Preferred Stock if and when any shares are issued.

     Each share of Series A Junior Participating Preferred Stock will entitle
its holder to receive dividends out of our funds legally available for the
payment of dividends when, as and if declared by our board of directors. With
respect to those dividends, the Series A Junior Participating Preferred Stock
will rank:

     o    senior to all classes of the Common Stock and to each other class of
          capital stock or series of our preferred stock that are designated to
          rank junior to the Series A Junior Participating Preferred Stock;

     o    junior to all classes of our preferred stock that are designated to
          rank senior to the Series A Junior Participating Preferred Stock; and

     o    equal to all classes of our preferred stock that are designated to
          rank equally with the Series A Junior Participating Preferred Stock.

     Dividends are payable quarterly in cash on the fifteenth day of March,
June, September and December of each year, in an amount per share (subject to
adjustment for a stock dividend on, or a subdivision or combination of, our
Common Stock) equal to the greater of:

     o    $10.00; and

     o    1,000 times the aggregate amount per share of all dividends declared
          on the Common Stock since the immediately preceding dividend payment
          date.

     Upon our liquidation, dissolution or winding up, the holders of outstanding
shares of Series A Junior Participating Preferred Stock will be entitled to be
paid out of the assets available for distribution to our stockholders after
payment of any liquidation values of any securities senior in liquidation rights
to the Series A Junior Participating Preferred Stock. After payment of the
liquidation values of senior securities, the holders of the Series A Junior
Participating Preferred Stock will be entitled to receive (subject to adjustment
for a stock dividend on, or a subdivision or combination or consolidation of,
our Common Stock) the greater of (x) $1,000.00 for each share of Series A Junior
Participating Preferred Stock they hold, plus any accrued and unpaid dividends
or distributions on those shares and (y) the aggregate amount per share equal to
1,000 times the aggregate amount to be distributed per share to holders of the
Common Stock. If, upon any liquidation, dissolution or winding up of the
Company, the remaining assets available for distribution are insufficient to pay
the holders of the Series A Junior Participating Preferred Stock and all other
securities ranking equally with the Series A Junior Participating Preferred
Stock with respect to liquidation the full amount to which they are entitled,
the holders of Series A Junior Participating Preferred Stock will share those
remaining assets ratably, together

                                      3


with the holders of the securities ranking equally with the Series A Junior
Participating Preferred Stock. Following the payment of the liquidation value
in full with respect to each share of Series A Junior Participating Preferred
Stock, no additional distributions will be made to the holders of the Series A
Junior Participating Preferred Stock.

     Subject to adjustment for a stock dividend on, or a subdivision or
combination of, the Common Stock, each share of Series A Junior Participating
Preferred Stock will entitle the holder to 1,000 votes on all matters submitted
to a vote of holders of the Common Stock. The holders of the Series A Junior
Participating Preferred Stock will vote together as a single class with the
holders of the Common Stock.

     If dividends on the Series A Junior Participating Preferred Stock are in
arrears in an amount equal to six quarterly dividends, whether or not
consecutive, all holders of our preferred stock which have such provision in our
charter governing their terms, including holders of the Series A Junior
Participating Preferred Stock, whose dividends are in arrears with respect to
six quarterly periods will, voting as a single class, be entitled to elect two
new directors to our board of directors. The directors will serve until
successors to them have been elected or until dividends on the Series A Junior
Participating Preferred Stock are no longer in arrears.

     The Series A Junior Participating Preferred Stock will not be redeemable.
The Series A Junior Participating Preferred Stock will not be convertible.

     Description of Series A Warrants

     Each Series A Warrant entitles its holder to purchase one share of Common
Stock (subject to adjustment) at an exercise price of $309.88 per share (subject
to adjustment). The Series A Warrants are exercisable for an aggregate of
approximately 8,752,654 shares of Common Stock (subject to adjustment). The
Series A Warrants expire on January 10, 2011 (the "Expiration Date"). The Series
A Warrants are represented by certificates. The Series A Warrant Agreement is
governed by New York law. The Series A Warrants are eligible for trading on the
Nasdaq National Market.

     Payment of the aggregate exercise price for all shares of Common Stock
being acquired upon exercise of a Series A Warrant must be made (a) in United
States Dollars or (b) by certified or official bank check for United States
Dollars made payable to the order of "NTL Incorporated." In lieu of payment of
the aggregate exercise price and subject to applicable law, the holder of a
Series A Warrant may request the payment by the Company of the "spread" that
will be delivered by the Company by delivering to such holder a number of shares
of Common Stock equal to (a)(i) the product of (x) the current market price per
share of Common Stock (as of the date of receipt of the request to the Company),
multiplied by (y) the number of shares of Common Stock underlying the Series A
Warrants being exercised, minus (ii) the product of (x) the exercise price,
multiplied by (y) the number of shares of Common Stock underlying the Series A
Warrants being exercised, divided by (b) the current market price per share of
Common Stock (as of the date of receipt of the request to the Company). The
Company will not be required to issue fractional shares of Common Stock upon the
exercise of the Series A Warrants.

     If at any time before the Expiration Date, the Company (1) pays a dividend
or makes a distribution on the Common Stock in shares of Common Stock, (2)
subdivides or combines the outstanding shares of Common Stock, (3) makes a
distribution on the Common Stock in shares of its capital stock other than
Common Stock or (4) issues by reclassification of the Common Stock any shares of
its capital stock, the number of shares issuable upon exercise of each Series A
Warrant and the exercise price of each Series A Warrant will be proportionately
adjusted so that the holders of Series A Warrants will be entitled to receive
the number and kind of shares of Common Stock or other securities which they


                                      4


would have received if their Series A Warrants had been exercised immediately
before the event (or, if applicable, the event's record date).

     If at any time before the Expiration Date, the Company (a) distributes
warrants, options or other rights to holders of Common Stock entitling them for
a period expiring within forty-five (45) days after the record date to purchase
shares of Common Stock or securities convertible into, or exchangeable or
exercisable for, Common Stock at a price per share (or with an initial
conversion, exchange or exercise price) less than the current market price per
share on that record date or (b) distributes assets (other than cash dividends
or distributions), debt securities, preferred stock or any options, warrants or
other rights to purchase debt securities, assets or other securities of the
Company, the Series A Warrant exercise price will be adjusted pursuant to the
terms of the Series A Warrant Agreement. The Series A Warrant Agreement provides
that certain other actions or events may trigger an adjustment in the exercise
price of the Series A Warrants.

     If at any time before the Expiration Date, any transaction or event or
series of transactions or events occurs (including, without limitation, (a) any
recapitalization or reclassification of shares of Common Stock (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination of Common Stock), (b)
any consolidation or merger of the Company with or into another person or any
merger of another person into the Company (other than a merger that does not
result in a reclassification, conversion, exchange or cancellation of Common
Stock or a holding company merger in which the ultimate direct or indirect
beneficial ownership of the Company is substantially the same immediately after
such transaction as it was immediately prior to such transaction), (c) any sale
or transfer of all or substantially all of the assets of the Company or (d) any
compulsory share exchange pursuant to which either shares of Common Stock will
be converted into the right to receive other securities, cash or other property,
or, in the case of a sale or transfer of all or substantially all of the assets
of the Company, the holders of Common Stock will be entitled to receive other
securities, cash or other property (each a "Fundamental Transaction") and the
consideration payable to holders of Common Stock consists solely of cash and/or
loan notes ("loan notes") which are capable of repayment at the option of the
holder at any time on or after the date of issuance and are settled in cash
("cash consideration") (a "Cash Transaction") the following will apply:

     (A)  if the Cash Transaction is entered into or publicly announced within
one year of January 10, 2003 and the amount of cash consideration payable to a
holder of one share of Common Stock exceeds $133.49 ("Year 1 Threshold"); or

     (B)  if the Cash Transaction is entered into or publicly announced within
two years of January 10, 2003 and the amount of cash consideration payable to a
holder of one share of Common Stock exceeds $162.09 ("Year 2 Threshold"); or

     (C)  if the Cash Transaction is entered into or publicly announced within
three years of January 10, 2003 and the amount of cash consideration payable to
a holder of one share of Common Stock exceeds $190.70 ("Year 3 Threshold"); and

     (D)  the acquiring person (the "Acquiring Person"), or any direct or
indirect shareholder that would constitute an affiliate of such Acquiring Person
(an "Affiliated Person") is a person that has a class of voting stock, however
designated, having ordinary voting power for the election of a majority of the
board of directors of a corporation or

                                      5


members of the governing body if other than a corporation, other than stock
having voting power only by reason of the happening of a contingency ("Voting
Stock"); provided that if there is more than one class of Voting Stock, the
class of Voting Stock that for purposes of the Series A Warrant Agreement will
be deemed "Voting Stock" will be the class of Voting Stock with the highest
vote per share for the election of a majority of the board of directors of a
corporation or members of the governing body if other than a corporation, that
is listed or quoted on any securities exchange, inter-dealer quotation system
or regulated quotation system (x) at the time of entering into or public
announcement of the Cash Transaction (an "Existing Listing"), or (y) has been
admitted for listing or quotation or admitted for listing or quotation subject
to official notice of issuance and will be listed or quoted on any securities
exchange, inter-dealer quotation system or regulated quotation system upon
consummation of the Cash Transaction (a "New Listing"); provided that (1) if
each of the Acquiring Person and the Affiliated Person (or if none of such
persons) is maintaining an Existing Listing in good standing, or has secured a
New Listing effective, upon consummation of the Cash Transaction, for Voting
Stock of such person (the "Listed Voting Stock"), the Series A Warrants will
become warrants of the Acquiring Person or (2) if the Acquiring Person is not
maintaining an Existing Listing in good standing, or has not secured a New
Listing effective, upon consummation of the Cash Transaction, for its Voting
Stock, and the Affiliated Person is maintaining an Existing Listing in good
standing, or has secured a New Listing effective, upon consummation of the
Cash Transaction, for its Voting Stock, the Series A Warrants will become
warrants of the Affiliated Person.

     If one or more of the criteria set forth in (A), (B), and (C) above is
satisfied, the warrants issued by the Acquiring Person or the Affiliated Person,
as the case may be, in the Cash Transaction to holders of Series A Warrants will
be referred to as "Acquiror Warrants" and the person issuing the Acquiror
Warrants will be referred to as the "Acquiror."

     The Acquiror Warrants will (a) have an expiration date identical to the
Expiration Date, (b) have an exercise price equal to the Adjustment Multiple (as
defined below), multiplied by (i) in the event of an Existing Listing, the
25-Day Average Market Price (as defined below) of the Acquiror's Listed Voting
Stock determined on the date the Cash Transaction is entered into or publicly
announced, whichever is lower or (ii) in the event of a New Listing, the
Fifteen-Day Average Market Price (as defined below) of the Acquiror's Listed
Voting Stock determined as of the close of trading on the fifteenth consecutive
Trading Day post-consummation of the Cash Transaction and (c) be exercisable for
a number of shares of the Acquiror's Listed Voting Stock equal to the aggregate
exercise price of the Series A Warrants divided by the aggregate exercise price
of the Acquiror Warrants.

     In the event of a Cash Transaction, the "Adjustment Multiple" will equal
(i) the exercise price, divided by (ii) the cash consideration payable in
respect of one share of Common Stock in the Cash Transaction. In the event of a
Mixed Consideration Transaction (as defined below) to which Cash Transaction
treatment applies to the Series A Warrants, the "Adjustment Multiple" will equal
(i) the exercise price, divided by (ii) the cash consideration payable in
respect of one share of Common Stock in the Mixed Consideration Transaction plus
(x) the Acquiror's Listed Voting Stock portion of the other consideration
offered per share of Common Stock valued based on (1) in the event of an
Existing Listing, the 25-Day Average Market Price of the Acquiror's Listed
Voting Stock determined on the date the Cash Transaction is entered into or
publicly announced, whichever is lower or (2) in the event of a New Listing, the
Fifteen-Day Average Market Price of the Acquiror's Listed Voting Stock
determined as of the close of trading on the fifteenth consecutive Trading Day
post-consummation of the Cash Transaction and (y) the Acquiror's non-Listed
Voting Stock portion of the other consideration offered per share of Common
Stock as determined by the board of directors of the Company. Concurrently with
the consummation of the Cash Transaction or the Mixed Consideration Transaction
(if Cash Transaction treatment will apply to the Series A Warrants pursuant to
the terms of the Series A Warrant Agreement), (I) the person formed by or
surviving any such Cash Transaction (any such person, the "Cash Transaction
Successor"), will enter into a supplemental warrant agreement providing for
adjustment that will be as nearly equivalent as may be practical to the
adjustments provided for in the Series A Warrant Agreement and (II) the Cash
Transaction Successor will mail to Series A Warrant holders a notice describing
the supplemental warrant agreement.
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     If any of the criteria set forth in (A), (B), and (C) above is not met and
a Cash Transaction is entered into or publicly announced within three years of
January 10, 2003 (the "Non-Qualifying Cash Transaction"), subject to
consummation of the Non-Qualifying Cash Transaction, the exercise price will be
automatically adjusted to equal 90% of the cash consideration per share of
Common Stock payable in the Cash Transaction. The Non-Qualifying Cash
Transaction will not be consummated unless and until a notice setting forth such
adjustment has been mailed to all registered holders of Series A Warrants (the
record date for such mailing will be two Business Days (as defined below) prior
to the first mailing of such adjustment), and a period of at least 20 Business
Days (the "20-Business Day Period") has expired from the date of first mailing
of such adjustment notice. On the later to occur of (x) the expiration of the
20-Business Day Period and (y) consummation of the Non-Qualifying Cash
Transaction, any Series A Warrant not previously exercised will at such time
expire and no longer entitle its holder to exercise such Series A Warrant for
shares of Common Stock or any other consideration.

     "Business Day" will mean any day other than a Saturday, Sunday or a day on
which state or federally charted banking institutions in New York, New York are
not required to be open, (w) "25-Day Average Market Price" will mean, for any
security, the volume-weighted average of the current market prices of that
security for the twenty-five Trading Days (as defined below) immediately
preceding the date of determination, (x) "Fifteen-Day Average Market Price" will
mean, for any security, the volume-weighted average of the current market prices
of that security for the fifteen Trading Days immediately preceding the date of
determination, (y) "the current market price per share of the Acquiror's Listed
Voting Stock" on any date will mean the last reported sale price for such
security on the principal exchange or quotation system on which such security is
listed or traded; if the security is not admitted for trading on any securities
exchange or the Nasdaq National Market or Nasdaq SmallCap Market, "current
market price per share of the Acquiror's Listed Voting Stock" will mean the
average of the last reported closing bid and asked prices reported by the Nasdaq
Stock Market, Inc., the electronic securities market regulated by the National
Association of Securities Dealers, Inc., as furnished by any member in good
standing of the National Association of Securities Dealers, Inc., selected from
time to time by the Company for that purpose or as quoted by the National
Quotation Bureau Incorporated; in the event that no such quotation is available
for such day, the "current market price per share of Common Stock" will be the
average of the quotations for the last five Trading Days for which a quotation
is available within the last 30 trading days prior to such day and (z) "Trading
Day" will mean any day on which the securities in question are traded on the New
York Stock Exchange or, if such securities are not listed or admitted for
trading on the New York Stock Exchange, on the principal securities exchange on
which such securities are listed or admitted or, if not listed or admitted for
trading on any securities exchange, on the Nasdaq National Market or Nasdaq
SmallCap Market or, if such securities are not quoted thereon, in the applicable
securities market in which the securities are traded; provided that any day
during which there will be a halt or suspension of trading or quotations in the
securities in question exceeding 15 minutes in the aggregate will not be
considered a Trading Day.

     The Year 1 Threshold, Year 2 Threshold and Year 3 Threshold will be subject
to adjustments provided for in the Series A Warrant Agreement as fully as if
each such amount were for purposes of the Series A Warrant Agreement considered
the "Exercise Price."

     If on or after the date of the Series A Warrant Agreement and prior to the
Expiration Date, a Fundamental Transaction is consummated and the consideration
payable to holders of Common Stock consists solely of consideration other than
cash consideration ("other consideration") (an "Other Transaction"), (a) the
Series A Warrants will automatically become exercisable for the kind and amount
of stock, securities or other property or assets (excluding cash consideration,
except solely in the case of fractional shares) that the holder of a Series A
Warrant would have owned or had the right to acquire immediately after
consummation of the Other Transaction if the holder had exercised the Series A
Warrant immediately prior to the consummation of the Other Transaction, (b)
concurrently with the

                                      7


consummation of the Other Transaction or the Mixed Consideration Transaction
(if Other Transaction treatment will apply to the Series A Warrants pursuant
to the terms of the Series A Warrant Agreement), the person formed by or
surviving any such Other Transaction (any such person, the "Other Transaction
Successor"), will enter into a supplemental warrant agreement providing for
adjustment that will be as nearly equivalent as may be practical to the
adjustments provided for in the Series A Warrant Agreement and (c) the Other
Transaction Successor will mail to Series A Warrant holders a notice
describing the supplemental warrant agreement.

     If on or after the date of the Series A Warrant Agreement and prior to the
Expiration Date, a Fundamental Transaction is consummated and the consideration
payable to holders of Common Stock consists partly of cash consideration and
partly of other consideration (a "Mixed Consideration Transaction" that will
include any transaction pursuant to the terms of which a person has the right to
elect the cash consideration or other consideration received in such transaction
(subject to proration, if applicable)): (a) if the cash consideration payable in
the Mixed Consideration Transaction, exceeds 90% of the total consideration
payable in the Mixed Consideration Transaction, Cash Transaction treatment will
apply to the Series A Warrants in such Mixed Consideration Transaction and (b)
if the cash consideration payable in the Mixed Consideration Transaction is less
than or equal to 90% of the total consideration payable in the Mixed
Consideration Transaction, Other Transaction treatment will apply to the Series
A Warrants in such Mixed Consideration Transaction.

     If Cash Transaction treatment applies to the Series A Warrants in such
Mixed Consideration Transaction, the Year 1 Threshold, Year 2 Threshold and Year
3 Threshold (as may have been previously adjusted pursuant to the Series A
Warrant Agreement) will be reduced by (x) the Acquiror's Listed Voting Stock
portion of other consideration offered per share of Common Stock valued based on
(1) in the event of an Existing Listing, the 25-Day Average Market Price of the
Acquiror's Listed Voting Stock determined on the date the Cash Transaction is
entered into or publicly announced, whichever is lower or (2) in the event of a
New Listing, the Fifteen-Day Average Market Price of the Acquiror's Listed
Voting Stock determined as of the close of trading on the fifteenth consecutive
Trading Day post-consummation of the Cash Transaction and (y) the Acquiror's
non-Listed Voting Stock portion of the other consideration offered per share of
Common Stock as determined by the board of directors of the Company.

     If Other Transaction treatment applies to Series A Warrants in a Mixed
Consideration Transaction, (a) the Series A Warrants will automatically become
exercisable for the kind and amount of Acquiror's Listed Voting Stock,
securities or other property or assets (excluding cash consideration) which the
holder of a Series A Warrant would have owned or had the right to acquire
immediately after consummation of the Other Transaction if the holder had
exercised the Series A Warrant immediately prior to the consummation of the
Other Transaction and (b) any cash consideration that such Series A Warrant
holder would have been entitled to receive in the Mixed Consideration
Transaction will be valued at the amount of such cash and face amount in the
case of loan notes and in lieu of payment of such cash consideration, the
following form(s) of consideration will be paid to the Series A Warrant holders
on a pro rata basis until the full amount of the portion of the cash
consideration that would have otherwise been payable to the Series A Warrant
Holders in the Mixed Consideration Transaction is paid (i) first, in Acquiror's
Listed Voting Stock and (ii) second, in securities or other property or assets
(excluding cash consideration, except solely in the case of fractional shares).

     No adjustment in the exercise price of the Series A Warrants will be
required if the adjustment, together with any prior adjustments not made, is
less than 1% of the Series A Warrants' current exercise price or if Series A
Warrant holders are to participate in the subject transaction (subject to
certain requirements). No adjustment in the exercise price of the Series A
Warrants will be required in the case of a change in the par value of the Common
Stock or, to the extent the Series A Warrants become convertible into cash, no
adjustment will be required thereafter as to the cash. Whenever the exercise


                                      8


price is adjusted, the Company will, within twenty-five days, (i) deliver to the
warrant agent a certificate setting forth the exercise price after such
adjustment and setting forth in reasonable detail the method of calculation
therefor and the number of shares of Common Stock (or portion thereof) issuable
upon exercise of a Series A Warrant and (ii) mail a notice to registered Series
A Warrant holders. Upon each adjustment of the Series A Warrant exercise price,
the number of shares of Common Stock issuable upon exercise of each outstanding
Series A Warrant will be adjusted accordingly. Prior to the Company undertaking
certain actions, the Company must mail a notice detailing such transaction at
least 10 days (20 days in some instances) prior to the applicable record date or
promptly in the case of events for which there is no record date.

                          STOCKHOLDER RIGHTS AGREEMENT

     Upon issuance, each share of Common Stock (whether originally issued or
from the Company's treasury) will be accompanied by a Stockholder Right. Each
Stockholder Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Junior Participating Preferred Stock
at the Stockholder Rights purchase price, subject to adjustment pursuant to the
terms of the Stockholder Rights Agreement.

     The Stockholder Rights Agreement is intended to encourage a potential
acquiror to negotiate directly with our board of directors, but may have
anti-takeover effects. The Stockholder Rights Agreement could cause substantial
dilution to a person or group that acquires a substantial interest in us without
the prior approval of our board of directors. The effect of the Stockholder
Rights may be to delay, defer or prevent a change in control of the Company
(including through a third party tender offer at a price which reflects a
premium to then prevailing trading prices) that may be beneficial to our
stockholders.

     Initially, the Stockholder Rights are attached to all Common Stock
certificates representing shares then outstanding, and no separate Stockholder
Rights certificates will be distributed. Subject to some exceptions specified in
the Stockholder Rights Agreement, the Stockholder Rights will separate from the
Common Stock upon the earlier of (i) the close of business on the day of a
public announcement that (a) a person has entered into an agreement or
arrangement with the Company or any subsidiary of the Company providing for an
acquisition transaction or (b) a person or group of affiliated or associated
persons, other than the Company, its subsidiaries or certain persons exempted by
the board of directors and the Creditors' Committee as of the effective date of
the Plan, has become an "Acquiring Person" by (1) becoming an "Adverse Person"
in the judgment of the board of directors of the Company or (2) acquiring
beneficial ownership of 15% or more of the outstanding shares of Common Stock
other than as a result of (w) repurchases of stock by the Company, (x)
participation in a dividend reinvestment, stock option or similar plan, (y)
certain acquisitions of shares of Common Stock from the Company, or (z) certain
inadvertent actions by institutional or certain other stockholders (each of the
events described in clauses (i)(a) and (i)(b) above, the "Stock Acquisition
Date"), and (ii) 10 business days (or such later date as our board of directors
will determine) following the commencement of a tender offer or exchange offer
that would result in a person or group becoming an Acquiring Person.

     The Stock Acquisition Date could occur as early as the effective date of
the Plan. The earlier to occur of the events in the preceding paragraph to occur
is referred to as the "Stockholder Rights Distribution Date," although in any
event the separation of the Stockholder Rights from the Common Stock will not
occur prior to the effective date of the Plan.

     Until the Stockholder Rights Distribution Date, (1) the Stockholder Rights
will be evidenced by the Common Stock certificates and will be transferred with
and only with such Common Stock certificates, (2) Common Stock certificates will
contain a legend incorporating the Stockholder Rights

                                      9


Agreement by reference and (3) the surrender for transfer of any certificates
for Common Stock outstanding will also constitute the transfer of the
Stockholder Rights associated with the Common Stock represented by such
certificate. Pursuant to the Stockholder Rights Agreement, the Company
reserves the right to require prior to the occurrence of a Stockholder Rights
Triggering Event (as defined below) that, upon any exercise of Stockholder
Rights, a number of Stockholder Rights be exercised so that only whole shares
of Stockholder Rights preferred stock will be issued.

     The Stockholder Rights are not exercisable until the Stockholder Rights
Distribution Date and will expire at 5:00 p.m., New York City time, on January
10, 2013 unless such date is extended or the Stockholder Rights are earlier
redeemed or exchanged by the Company as described below.

     As soon as practicable after the Stockholder Rights Distribution Date,
Stockholder Rights certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Stockholder Rights Distribution
Date and, thereafter, the separate Stockholder Rights certificates alone will
represent the Stockholder Rights. Only shares of Common Stock issued prior to
the Stockholder Rights Distribution Date will be issued with Stockholder Rights.

     In the event that a person becomes an Acquiring Person, except pursuant to
an offer for all outstanding shares of Common Stock that the independent
directors determine to be fair and not inadequate and to be otherwise in the
best interests of the Company and its stockholders, after receiving advice from
one or more investment banking firms of national standing (a "Qualifying
Offer"), each holder of a Stockholder Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Stockholder Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph,
all Stockholder Rights that are, or (under certain circumstances specified in
the Stockholder Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Stockholder Rights are not exercisable
following the occurrence of the event set forth above until such time as the
Stockholder Rights are no longer redeemable by the Company as set forth below.

     In the event that, at any time after a Stock Acquisition Date, the Company
(1) engages in a merger or other business combination transaction in which the
Company is not the surviving corporation other than in a Qualifying Offer, (2)
the Company engages in a merger or other business combination transaction in
which the Company is the surviving corporation and any shares of Common Stock
are changed into or exchanged for other securities or assets other than in a
Qualifying Offer or (3) 50% or more of the assets, cash flow or earning power of
the Company and its subsidiaries (taken as a whole) are sold or transferred so
that each holder of a Stockholder Right (except as noted below) will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Stockholder Right, that number of shares of common stock
of the acquiring company that at the time of such transaction would have a
market value (determined as provided in the Stockholder Rights Agreement) of two
times the exercise price of the Stockholder Right. The events set forth in this
paragraph and in the preceding paragraph are referred to as the "Stockholder
Rights Triggering Events."

     At any time until a person becomes an Acquiring Person other than in
connection with a Qualifying Offer, the board of directors of the Company may
redeem the Stockholder Rights in whole, but not in part, at a price of $0.01 per
Stockholder Right (the "Stockholder Rights Redemption Price"), payable in cash,
Common Stock or other consideration deemed appropriate by the board of directors
of the Company. In addition, the board of directors of the Company may, at any
time after a person becomes an Acquiring Person other than in connection with a
Qualifying Offer and after any period during which the holder of Stockholder
Rights may exercise such Stockholder Rights expires, but prior to any
Stockholder Rights Triggering Event, redeem all but not less than all of the
then outstanding

                                      10


Stockholder Rights at the Stockholder Rights Redemption Price
(x) in connection with any merger, consolidation or sale or other transfer (in
one transaction or in a series of related transactions) of assets, cash flow or
earning power aggregating more than 50% of the assets or earning power of the
Company and its subsidiaries (taken as a whole), in which all holders of shares
of Common Stock are treated alike and not involving (other than as a holder of
Common Stock being treated like all other such holders) an Acquiring Person or
any affiliate or associate of an Acquiring Person or (y)(1) if and for so long
as the Acquiring Person is not thereafter the beneficial owner of 15% of the
shares of Common Stock and (2) at the time of redemption, no other persons are
Acquiring Persons. Immediately upon the action of the board of directors of the
Company electing to redeem the Stockholder Rights, the Stockholder Rights will
terminate and the only right of the holders of Stockholder Rights will be to
receive the Stockholder Rights Redemption Price.

     At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding shares of
Common Stock, the board of directors of the Company may exchange the Stockholder
Rights (other than Stockholder Rights owned by such person or group that have
become void), in whole or in part, for Common Stock at an exchange ratio of one
share of Common Stock, or one one-thousandth of a share of Stockholder Rights
Preferred Stock (or of a share of a class or series of the Company preferred
stock having equivalent rights, preferences and privileges), per Stockholder
Right subject to adjustment.

     Until a Stockholder Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Stockholder Rights should not be taxable to holders of Common Stock or to the
Company, the Company stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Stockholder Rights become
exercisable for Common Stock or other consideration of the Company or for common
stock of the acquiring company or in the event of the redemption of the
Stockholder Rights as set forth above.

     Any of the provisions of the Stockholder Rights Agreement may be amended by
the board of directors of the Company prior to the Stockholder Rights
Distribution Date. After the Stockholder Rights Distribution Date, the
provisions of the Stockholder Rights Agreement may be amended by the board of
directors of the Company in order to cure any ambiguity, to make changes that do
not adversely affect the interests of holders of Stockholder Rights, or to
shorten or lengthen any time period under the Stockholder Rights Agreement,
except that the Stockholder Rights Agreement may not be supplemented or amended
to lengthen (1) a time period relating to when the Stockholder Rights may be
redeemed at such time as when the Stockholder Rights are not then redeemable or
(2) any other time period unless any such lengthening is for the purpose of
protecting, enhancing or clarifying the rights of, and/or the benefits to, the
holders of Stockholder Rights under the Stockholder Rights Agreement. The
foregoing notwithstanding, no amendment may be made to the Stockholder Rights
Agreement at a time when the Stockholder Rights are not redeemable, except to
cure any ambiguity or correct or supplement any provision contained in the
Stockholder Rights Agreement that may be defective or inconsistent with any
other provision therein.

                          TRANSFER AGENT AND REGISTRAR

     Our transfer agent and registrar for the Common Stock and Series A Warrants
is Continental Stock Transfer & Trust Company.


                                      11


                           SPECIAL CHARTER PROVISIONS

     Our charter contains the provisions described below, among others. These
charter provisions may have the effect, alone or in combination with each other
or with the existence of authorized but unissued Common Stock and any series of
our preferred stock, of delaying, deferring or preventing a change in control of
the Company, of making it more difficult to remove or change the composition of
our incumbent board of directors and our officers, of being adverse to
stockholders who desire to participate in a tender offer and of depriving
stockholders of possible opportunities to sell their Common Stock at a premium
to market prices.

     Article IX of our charter relating to certain business combinations
provides that such transactions require the affirmative vote of the holders of
at least three-quarters of the outstanding shares of our capital stock held by
non-interested stockholders that by its terms may be voted on all matters
submitted to our stockholders generally, voting together as a single class. An
amendment to Article IX of our charter requires a similar vote to repeal or
amend its provisions, subject to certain exceptions. The requirement of a
super-majority stockholder vote is designed to prevent a stockholder who
controls a majority of the outstanding shares of our capital stock that by its
terms may be voted on all matters submitted to stockholders generally from
avoiding the super-majority voting requirements of the provisions discussed
herein in the section describing our Common Stock by simply amending or
repealing such provisions.

     Our charter provides that the directors are divided into three classes,
each of which serves a staggered three-year term, and that vacancies on our
board of directors that may occur between annual meetings may be filled by our
board of directors. In addition, this provision specifies that any director
elected to fill a vacancy on our board of directors will serve for the balance
of the term of the replaced director. At each annual meeting of stockholders,
successors to the class of directors whose term expires at that annual meeting
will be elected for a three-year term.

     Our charter also provides that directors can be removed only by the
stockholders for cause and then only by the affirmative vote of the holders of
at least two-thirds of the outstanding shares of our capital stock that by its
terms may be voted generally in the election of directors of the Company, voting
together as a single class.

     Our charter provides that only a majority of our board of directors (or a
committee thereof), our chairman or our president may call a special meeting of
the stockholders and that stockholders may not act by written consent.

     Our charter provides that no director of the Company will be personally
liable to the Company or any of its stockholders for monetary damages for breach
of fiduciary duty as a director, except to the extent such elimination from or
limitation of liability is not permitted under the DGCL.

     Our charter also provides that, in addition to any affirmative vote
required by applicable law or the rules of any exchange, automated quotation
system or regulated quotation system on which our capital stock may be listed or
quoted, as the case may be, the affirmative vote of the holders of at least
three-quarters of the outstanding shares of our capital stock held by
non-interested stockholders that by its terms may be voted on all matters
submitted to our stockholders generally, voting together as a single class, will
be necessary to approve any "business combination," as defined below, proposed
by an "interested stockholder," as defined below. These additional voting
requirements will not apply, however, if:

     1.   the business combination was approved by not less than a majority of
the continuing directors (as defined below); or


                                      12



     2.   a series of conditions are satisfied requiring, in summary, the
following:

         (a)   that the consideration to be paid to our stockholders in
         the business combination must be at least equal (in each case, subject
         to adjustment for any subsequent stock split, stock dividend,
         subdivision or reclassification with respect to such class or series
         of capital stock) to the higher of:

               (1)  (if applicable) the highest per-share price paid by the
               interested stockholder in acquiring any shares of Common Stock
               during the two years prior to the announcement date of the
               business combination or in the transaction in which it became
               an interested stockholder, such date is referred to herein as
               the "determination date," whichever is higher;

               (2)  the fair market value per share of Common Stock on the
               announcement date of the business combination or determination
               date, whichever is higher; and

               (3)  (if applicable) the price per share equal to the fair
               market value per share of Common Stock multiplied by the ratio
               of (A) the highest per share price paid by the interested
               stockholder for any share of Common Stock acquired by it
               within the two-year period immediately prior to the announcement
               date of the business combination to (B) the fair market value
               per share of Common Stock on the first day in such two-year
               period upon which the interested stockholder acquired any share
               of Common Stock; and

         (b)   various "procedural" requirements are complied with, such as the
         consent solicitation of proxies pursuant to the rules of the
         Securities and Exchange Commission and no decrease in regular
         dividends, if any, after the interested stockholder became an
         interested stockholder (except as approved by a majority of the
         continuing directors).

     An "interested stockholder" is defined as anyone who is or has announced it
will become the beneficial owner of 15% or more of the outstanding shares of our
capital stock that by its terms may be voted on all matters submitted to
stockholders generally, other than the Company, its subsidiaries and any
employee stock plans sponsored by the Company or its subsidiaries, and includes
any person who (x) is an affiliate or associate (or Schedule 13D related party
(as defined below) of either of the foregoing) of the Company and at any time
within the prior three-year period beneficially owned 15% or more of the
outstanding shares of our capital stock that by its terms may be voted on all
matters submitted to stockholders generally and (y) is an assignee of or has
succeeded to any outstanding shares of our capital stock that by its terms may
be voted on all matters submitted to stockholders generally in a transaction not
involving a public offering which shares were at any time within the prior
three-year period beneficially owned by an interested stockholder. The term
"beneficial owner" includes persons directly and indirectly owning or having the
right to acquire or vote the stock.

     A "business combination" includes the following transactions:

     o  merger or consolidation of the Company or any subsidiary of the Company
        with an interested stockholder or with any other corporation or entity
        that is, or after such merger or consolidation would be, an affiliate
        or associate or Schedule 13D related party of an interested
        stockholder;

     o  the sale or other disposition by the Company or a subsidiary of the
        Company of assets having a fair market value of $10,000,000 or more if
        an interested stockholder (or an affiliate or

                                      13


associate or Schedule 13D related party of an interested stockholder) is a
party to the transaction;

     o  the adoption of any plan or proposal for our liquidation or dissolution
        proposed by or on behalf of an interested stockholder (or an affiliate
        or associate or Schedule 13D related party of an interested
        stockholder); or

     o  any reclassification of securities, recapitalization, merger with a
        subsidiary, or other transaction that has the effect, directly or
        indirectly, of increasing the proportionate share of any class of our
        outstanding stock (or securities convertible into stock) or a
        subsidiary beneficially owned by an interested stockholder (or an
        affiliate or associate or Schedule 13D related party of an interested
        stockholder).

     Determinations of the fair market value of non-cash consideration are made
by a majority of the continuing directors.

     The term "continuing directors" means any member of our board of directors,
while that person is a member of our board of directors, who is not an
affiliate, associate, Schedule 13D related party or representative of the
interested stockholder and was a member of our board of directors prior to the
time that the interested stockholder became an interested stockholder, and any
successor of a continuing director while that successor is a member of our board
of directors, who is not an affiliate, associate, Schedule 13D related party or
representative of the interested stockholder and is recommended or elected to
succeed the continuing director by a majority of continuing directors. The term
"Schedule 13D related party" means an individual or entity whose beneficial
ownership of securities would be required to be aggregated on any Schedule 13D
or Schedule 13G required to be filed by an interested stockholder.

     Section 145 of the DGCL authorizes a corporation to indemnify its
directors, officers, employees and agents against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement reasonably incurred
provided they act in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, although in the case of
proceedings brought by or on behalf of the corporation, indemnification is
limited to expenses and is not permitted if the individual is adjudged liable to
the corporation, unless the court determines otherwise. Our charter requires us
to indemnify our officers and directors in accordance with our by-laws to the
fullest extent authorized by the DGCL. Our by-laws provide that we may purchase
and maintain insurance on behalf of any of our directors, officers, employees or
agents against any liability that may be asserted against him or her. We expect
to maintain liability insurance covering our directors and officers for claims
asserted against them or incurred by them in their capacity as directors and
officers. We and our subsidiaries also expect to enter into indemnification
agreements with our respective directors and officers.

     Through our charter, we have elected to be governed by Section 203 of the
DGCL. Generally, Section 203 of the DGCL prohibits a publicly-held Delaware
corporation from engaging in any business combination with an interested
stockholder for a period of three years following the time that such stockholder
becomes an interested stockholder, unless:

     o  prior to such time either the business combination or the transaction
        that resulted in the stockholder becoming an interested stockholder is
        approved by the board of directors of the corporation;

     o  upon consummation of the transaction that resulted in the stockholder
        becoming an interested stockholder, the interested stockholder owned at
        least 85% of the voting stock of the corporation outstanding at the
        time the transaction commenced, excluding, for purposes of

                                      14


        determining the number of shares outstanding, those shares held by
        persons who are both directors and officers and certain employee stock
        plans; or

     o  at or subsequent to such time the business combination is approved by
        the board of directors of the corporation and authorized at an annual
        or special meeting of stockholders, and not by written consent, by the
        affirmative vote of at least two-thirds of the outstanding voting stock
        that is not owned by the interested stockholder.

     A business combination includes certain mergers, consolidations, asset
sales, transfers and other transactions resulting in a financial benefit to the
interested stockholder. An interested stockholder is a person who, together with
affiliates and associates, owns (or within the preceding three years, did own)
15% or more of the corporation's voting stock.

                           SPECIAL BY-LAWS PROVISIONS

     Our by-laws provide that to be properly brought before the annual or any
special stockholders' meeting, business must be:

     o  specified in the notice of meeting, or any supplement or amendment
        thereto, given by or at the direction of our board of directors;

     o  otherwise properly brought before the meeting by or at the direction of
        our board of directors; or

     o  solely in the case of the annual meeting, otherwise properly brought
        before the meeting by a stockholder who timely gives notice to us in
        writing and who is a stockholder of record on the date of giving of
        notice and on the record date for the meeting.

     To be timely, a stockholder's written notice must be delivered to or mailed
and received at our principal executive offices not less than 75 days nor more
than 90 days prior to the first anniversary of the date of the preceding year's
annual meeting; provided that in the event the annual meeting is advanced more
than 30 days prior to or delayed by more than 30 days after the anniversary of
the preceding year's annual meeting, notice by the stockholder, to be timely,
must be received by us not later than the close of business on the tenth day
following the day on which the notice of the date of the meeting was mailed or
the public disclosure was made, whichever first occurs.

     A stockholder may nominate directors only if the stockholder delivers
timely written notice to us (and is a stockholder of record on the date of
giving of notice and on the record date for the meeting), in the case of: (x) an
annual meeting, not less than 75 days nor more than 90 days prior to the first
anniversary of the date of the preceding year's annual meeting; provided that in
the event the annual meeting is advanced more than 30 days prior to or delayed
by more than 30 days after the anniversary of the preceding year's annual
meeting, notice by the stockholder, to be timely, must be received by us not
later than the close of business on the tenth day following the day on which the
notice of the date of the meeting was mailed or the public disclosure was made,
whichever first occurs; and (y) a special meeting of stockholders called for the
purpose of electing directors, not later than the close of business on the tenth
day following the day on which notice of the date of the special meeting was
mailed or the public disclosure was made, whichever first occurs.

     Our by-laws provide that we may purchase and maintain insurance on behalf
of any of our directors, officers, employees or agents against any liability
that may be asserted against him or her. We expect to maintain liability
insurance covering our directors and officers for claims asserted against them


                                      15


or incurred by them in their capacity as directors and officers. We and our
subsidiaries also expect to enter into indemnification agreements with our
respective directors and officers.

Item 2.  Exhibits.
         --------

     The following exhibits are filed as part of this registration statement:

     Exhibit 1            Amended and Restated Certificate of Incorporation of
                          NTL Communications Corp.

     Exhibit 2            Amended and Restated By-laws of NTL Incorporated

     Exhibit 3            Warrant Agreement, dated as of January 10, 2003, by
                          and between NTL Incorporated and Continental Stock
                          Transfer & Trust Company, as Warrant Agent

     Exhibit 4            Stockholder Rights Agreement, dated as of January 10,
                          2003, by and between NTL Incorporated and Continental
                          Stock Transfer & Trust Company, as Rights Agent

     Exhibit 5            Form of Common Stock certificate

     Exhibit 6            Form of Series A Warrant certificate


                                      16


                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                    NTL INCORPORATED


                                    By:  /s/ Richard J. Lubasch
                                         --------------------------------------
                                         Name:  Richard J. Lubasch
                                         Title: Executive Vice President,
                                                  General Counsel and Secretary


January 10, 2003


                                      17



                                  EXHIBIT INDEX

        Exhibit               Description
        -------               -----------

        Exhibit 1             Amended and Restated Certificate of Incorporation
                              of NTL Communications Corp.

        Exhibit 2             Amended and Restated By-laws of NTL Incorporated

        Exhibit 3             Warrant Agreement, dated as of January 10, 2003,
                              by and between NTL Incorporated and Continental
                              Stock Transfer & Trust Company, as Warrant Agent

        Exhibit 4             Stockholder Rights Agreement, dated as of
                              January 10, 2003, by and between NTL Incorporated
                              and Continental Stock Transfer & Trust Company,
                              as Rights Agent

        Exhibit 5             Form of Common Stock certificate

        Exhibit 6             Form of Series A Warrant certificate


                                      18

EX-3

                                                                       EXHIBIT 1

                             AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                           NTL COMMUNICATIONS CORP.

         The undersigned, Richard J. Lubasch, certifies that he is the
Executive Vice President, General Counsel and Secretary of NTL Communications
Corp., a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"); and does hereby further certify as follows:

(1)      The name of the Corporation is NTL Communications Corp.

(2)      The name under which the Corporation was originally incorporated was
         CCI/Insight CableTel, Inc. and the original Certificate of
         Incorporation of the Corporation was filed with the Secretary of
         State of the State of Delaware on April 2, 1993. Subsequently, the
         Corporation changed its name to International Cabletel, Inc. on April
         8, 1993, to International CableTel Incorporated on August 30, 1993,
         to NTL Incorporated on March 26, 1997 and to NTL Communications Corp.
         on April 1, 1999.

(3)      This Amended and Restated Certificate of Incorporation of the
         Corporation restates, integrates and further amends the Restated
         Certificate of Incorporation of the Corporation, as heretofore
         amended and restated.

(4)      This Amended and Restated Certificate of Incorporation of the
         Corporation is authorized by and is being filed pursuant to the
         confirmation order entered by the United States Bankruptcy Court for
         the Southern District of New York on September 5, 2002, in connection
         with the Second Amended Joint Reorganization Plan of NTL Incorporated
         and Certain Subsidiaries, dated July 15, 2002 (as modified on
         September 5, 2002) (Case No. 02-41316 (ALG)) (the "Plan of
         Reorganization"), and was duly adopted in accordance with the
         provisions of Section 242, Section 245 and Section 303 of the General
         Corporation Law of the State of Delaware as set forth in Title 8 of
         the Delaware Code (the "GCL").

(5)      The text of the Restated Certificate of Incorporation of the
         Corporation as amended hereby is restated to read in its entirety, as
         follows:




                                      1


                                  ARTICLE I

                            NAME OF THE CORPORATION

         The name of this corporation is NTL Incorporated.

                                  ARTICLE II

                           ADDRESS; REGISTERED AGENT

         The address of the registered office of the Corporation in the State
of Delaware is 9 East Loockerman Street, City of Dover, County of Kent,
Delaware 19901. The name of its registered agent at that address is National
Registered Agents, Inc.

                                 ARTICLE III

                                    PURPOSE

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the GCL as the same
exists or hereafter may be amended. The Corporation shall have all power
necessary or convenient to the conduct, promotion or attainment of such acts
and activities.

                                  ARTICLE IV

                                 CAPITAL STOCK

         Part A. Authorized Capital. The total number of shares of capital
stock which the Corporation shall have the authority to reserve for issuance
or issue is four hundred five million (405,000,000) shares, consisting of four
hundred million (400,000,000) shares of common stock, par value $0.01 per
share, of the Corporation (the "Common Stock"), and five million (5,000,000)
shares of preferred stock, par value $0.01 per share, of the Corporation (the
"Preferred Stock"). The number of authorized shares of any of the Common Stock
or the Preferred Stock may be increased or decreased (but not below the number
of shares thereof then outstanding or reserved for issuance) by the
affirmative vote of the holders of a majority in voting power of the capital
stock of the Corporation entitled to vote thereon irrespective of the
provisions of Section 242(b)(2) of the GCL (or any successor provision
thereto), and no vote of the holders of any of the Common Stock or Preferred
Stock voting separately as a class shall be required therefor. The
designation, relative rights, preferences and limitations of the shares of
each class are as follows:

                                      2


         Part B. Preferred Stock Authority is hereby expressly vested in the
Board of Directors of the Corporation (the "Board of Directors") without
further action by the Corporation's stockholders, subject to the provisions of
this Article IV of this Amended and Restated Certificate of Incorporation of
the Corporation and to the limitations prescribed by applicable law, to
authorize the issuance from time to time in one (1) or more classes or series
of any number of shares of Preferred Stock; provided that the aggregate number
of shares issued and not canceled of any and all such classes and series shall
not exceed the total number of shares of Preferred Stock hereinabove
authorized and not decreased, and with distinctive class or serial
designations, all as shall hereafter be stated and expressed in the resolution
or resolutions providing for the issuance of such shares of Preferred Stock
from time to time adopted by the Board of Directors pursuant to authority so
to do which is hereby vested in the Board of Directors. Each class or series
of shares of Preferred Stock: (a) may have such voting powers, full or
limited, including the right to elect one (1) or more directors of the
Corporation (the "Directors"), or may be without voting powers, subject to the
provisions of Article XV of this Amended and Restated Certificate of
Incorporation of the Corporation; (b) may be subject to redemption at such
time or times and at such prices; (c) may be entitled to receive dividends
(which may be cumulative or non-cumulative) at such rate or rates, on such
conditions and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or series of
stock, and, subject to Article XV of this Amended and Restated Certificate of
Incorporation of the Corporation, if any such class or series of Preferred
Stock shall be entitled to receive a preference over any other class or
classes or series of stock with respect to the payment of dividends, such
class or series of Preferred Stock shall also be entitled, in the event that
the Corporation defaults on its obligation to pay such dividends, to elect one
(1) or more Directors to the Board of Directors; (d) may have such rights upon
the voluntary or involuntary liquidation, dissolution or winding up of, or
upon any distribution of, the assets of the Corporation; (e) may be made
convertible into or exercisable, redeemable or exchangeable for, shares of any
other class or classes or of any other series of the same or any other class
or classes or series of shares of the Corporation at such price or prices or
at such rates of exchange and with such adjustments; (f) may be entitled to
the benefit of a sinking fund to be applied to the purchase or redemption of
shares of such class or series in such amount or amounts; (g) may be entitled
to the benefit of conditions and restrictions upon the creation of
indebtedness of the Corporation or any subsidiary, upon the issuance of any
additional shares (including additional shares of such class or series or of
any other class or series) and/or upon the payment of dividends or the making
of other distributions on, and the purchase, redemption or other acquisition
by or on behalf of the Corporation or any subsidiary of, any outstanding
shares of the Corporation; and (h) may have such other relative,
participating, optional or other special rights, qualifications, limitations
or restrictions thereof; all as shall be stated in said resolution or
resolutions providing for the issuance of such shares of Preferred Stock. Any
of the powers, designations, prefer-

                                      3


ences, rights and qualifications, limitations or restrictions of any such
class or series of Preferred Stock may be made dependent upon facts
ascertainable outside of this Amended and Restated Certificate of
Incorporation of the Corporation or any amendment hereto, or outside the
resolution or resolutions providing for the issuance of such Preferred Stock
adopted by the Board of Directors pursuant to the authority vested in it by
this Part B of this Article IV of this Amended and Restated Certificate of
Incorporation of the Corporation; provided that the manner in which such facts
shall operate upon the powers, designations, preferences, rights and
qualifications, limitations or restrictions of such class or series of
Preferred Stock is clearly and expressly set forth in this Amended and
Restated Certificate of Incorporation of the Corporation, or of any amendment
hereto, or in the resolution or resolutions providing for the issuance of such
Preferred Stock adopted by the Board of Directors. The term "facts," as used
in the immediately preceding sentence shall have the meaning given to it in
Section 151(a) of the GCL (or any successor statute). Shares of Preferred
Stock of any class or series that have been redeemed or repurchased (whether
through the operation of a sinking fund or otherwise) or that if convertible,
exercisable, redeemable or exchangeable, have been converted into, or
exercised, redeemed or exchanged for, shares of any other class or classes or
series shall have the status of authorized and unissued shares of Preferred
Stock of the same class or series and may be reissued as a part of the class
or series of which they were originally a part or may be reclassified and
reissued as part of a new class or series of shares of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of
any other class or series of shares of Preferred Stock, all subject to the
conditions or restrictions on issuance set forth in the resolution or
resolutions adopted by the Board of Directors providing for the issuance of
any class or series of shares of Preferred Stock.

Part C.  Series A Junior Participating Preferred Stock.

         Section 1.  Designation and Amount. The shares of this series of
Preferred Stock, par value $0.01 per share, shall be designated as "Series A
Junior Participating Preferred Stock," and the number of shares constituting
such series shall be one million (1,000,000).

         Section 2.  Dividends and Distributions.

         (a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock shall be entitled to receive, in preference to the holders of Common
Stock, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the
fifteenth day of March, June, September and December in each year

                                      4


(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the
first issuance (the "First Issuance Date") of a share or fraction of a share
of Series A Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (i) $10.00 or (ii)
subject to the provision for adjustment hereinafter set forth, 1000 times the
aggregate per share amount of all cash dividends, and 1000 times the aggregate
per share amount (payable in kind), of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Junior Participating Preferred Stock. In the event the
Corporation shall at any time on or after January 10th, 2003 (the "Rights
Declaration Date"), (x) declare any dividend on Common Stock payable in shares
of Common Stock, (y) subdivide (by reclassification or otherwise than by
payment of dividends in shares) the outstanding Common Stock or (z) combine
(by reclassification or otherwise) the outstanding Common Stock into a smaller
number of shares, then in each such case, the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under the preceding sentence shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (b) On or after the Rights Declaration Date, no dividend on Common
Stock shall be declared unless concurrently therewith a dividend or
distribution is declared on the Series A Junior Participating Preferred Stock
as provided in Section 2(a) of this Part C of this Amended and Restated
Certificate of Incorporation of the Corporation; and the declaration of any
such dividend on the Common Stock shall be expressly conditioned upon payment
or declaration of and provision for a dividend on the Series A Junior
Participating Preferred Stock as above provided. In the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $0.01 per share on the Series A Junior
Participating Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date out of funds legally available for such
dividend payment.

         (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the re-

                                      5


cord date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board
of Directors may fix a record date for the determination of holders of shares
of Series A Junior Participating Preferred Stock entitled to receive payment
of a dividend or distribution declared thereon, which record date shall be no
more than thirty (30) days prior to the date fixed for the payment thereof.

         (d) No dividends shall be declared, set apart for payment or paid in
respect of shares of Series A Junior Participating Preferred Stock by the
Corporation pursuant to this Section 2 of this Part C of this Article IV of
this Amended and Restated Certificate of Incorporation of the Corporation,
except in compliance with (i) Section 170 and Section 173 of the DGCL and (ii)
all applicable laws, regulations (including those of any self regulatory
organization having jurisdiction over the Corporation) and orders.

         Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

         (a) Subject to the provisions for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 1000 votes on all matters submitted to a vote of the holders
of Common Stock. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide (by reclassification or otherwise than
by payment of dividends in shares) the outstanding Common Stock or (iii)
combine (by reclassification or otherwise) the outstanding Common Stock into a
smaller number of shares, then in each such case the number of votes per share
to which holders of shares of Series A Junior Participating Preferred Stock
were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

                                      6


         (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series A Junior Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one (1) class on all
matters submitted to a vote of the holders of Common Stock.

         (c) (i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, whether or not consecutive, the occurrence of such
contingency shall mark the beginning of a period (herein called a "default
period"), which shall extend until such time when all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series A Junior Participating
Preferred Stock then outstanding shall have been declared and paid or set
apart for payment. During the continuation of a default period, all holders of
Preferred Stock (who have a similar provision in the Certificate of
Designation governing their terms, including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, whether or not consecutive, voting as a
class, irrespective of class or series, shall have the right to elect two (2)
Directors to the Board of Directors. If a holder is otherwise entitled to
elect one (1) or more Directors to the Board of Directors, but is subject to
an aggregate limit on the number of Directors to be elected by such holder
pursuant to contract or otherwise, this provision is subject to such aggregate
limit and shall not be construed to increase the number of Directors such
holder is otherwise entitled to elect.

               (ii) During the continuation of a default period, such voting
         right of the holders of Series A Junior Participating Preferred Stock
         may be exercised initially at a special meeting called pursuant to
         subparagraph (c)(iii) of this Section 3 of this Part C of this
         Article IV of this Amended and Restated Certificate of Incorporation
         of the Corporation or at any annual meeting of stockholders, and
         thereafter at annual meetings of stockholders; provided that neither
         such voting right nor the right of the holders of any other series of
         Preferred Stock, if any, to increase, in certain cases, the
         authorized number of Directors shall be exercised unless the holders
         of ten percent (10%) in number of shares of Preferred Stock
         outstanding shall be present in person or by proxy. The absence of a
         quorum of the holders of Common Stock shall not affect the exercise
         by the holders of Preferred Stock of such voting right. At any
         meeting at which the holders of Preferred Stock shall exercise such
         voting right initially during the continuation of a default period,
         they shall have the right, voting as a class, to elect Directors to
         fill such vacancies, if any, in the Board of Directors as may then
         exist up to two (2) Directors or, if such right is exercised at an
         annual meeting, to elect two (2) Directors. If the number which may
         be so elected at any special meeting does not amount to the required
         number, the holders of the Preferred Stock shall have the right to

                                      7


         make such increase in the number of Directors as shall be necessary
         to permit the election by them of the required number. After the
         holders of the Preferred Stock shall have exercised their right to
         elect Directors during the continuation of a default period, the
         number of Directors shall not be increased or decreased, except by
         vote of the holders of Preferred Stock as herein provided or pursuant
         to the rights of any equity securities ranking senior to or pari
         passu with the Series A Junior Participating Preferred Stock.

               (iii) Unless the holders of Preferred Stock shall, during the
         continuation of a default period, have previously exercised their
         right to elect Directors, the Board of Directors may order, or any
         stockholder or stockholders owning in the aggregate not less than ten
         percent (10%) of the total number of shares of Preferred Stock
         outstanding, irrespective of class or series, may request, the
         calling of a special meeting of the holders of Preferred Stock who
         have a similar provision in the Certificate of Designation governing
         their terms, which meeting shall thereupon be called by the
         President, a Vice-President or the Secretary of the Corporation.
         Notice of such meeting and of any annual meeting at which holders of
         Preferred Stock are entitled to vote pursuant to this subparagraph
         (c)(iii) of this Section 3 of this Part C of this Article IV of this
         Amended and Restated Certificate of Incorporation of the Corporation
         shall be given to each such holder of record of Preferred Stock by
         mailing a copy of such notice to him at his last address as the same
         appears on the books of the Corporation. Such meeting shall be called
         for a time not earlier than ten (10) days and not later than sixty
         (60) days after such order or request or in default of the calling of
         such meeting within sixty (60) days after such order or request, such
         meeting may be called on similar notice by any stockholder or
         stockholders owning in the aggregate not less than ten percent (10%)
         of the total number of shares of Preferred Stock who have a similar
         provision in the Certificate of Designation governing their terms.
         Notwithstanding the provisions of this subparagraph (c)(iii) of this
         Section 3 of this Part C of this Article IV of this Amended and
         Restated Certificate of Incorporation of the Corporation, no such
         special meeting shall be called during the period within sixty (60)
         days immediately preceding the date fixed for the next annual meeting
         of the stockholders.

               (iv) During the continuation of a default period, the holders
         of Common Stock, and other classes or series of stock of the
         Corporation if applicable, shall continue to be entitled to elect the
         whole number of Directors until the holders of Preferred Stock who
         have a similar provision in the Certificate of Designation governing
         their terms shall have exercised their right to elect two (2)
         Directors voting as a class, after the exercise of which right (x)
         the Directors so elected by the holders of Preferred Stock shall
         continue in office until their successors shall have been elected by
         such holders or until

                                      8


         the expiration of the default period and (y) any vacancy in the Board
         of Directors may (except as provided in subparagraph (c)(ii) of this
         Section 3 of this Part C of this Article IV of this Amended and
         Restated Certificate of Incorporation of the Corporation) be filled
         by vote of a majority of the remaining Directors theretofore elected
         by the holders of the class of stock which elected the Director whose
         office shall have become vacant. References in this paragraph (c) of
         this Section 3 of this Part C of this Article IV of this Amended and
         Restated Certificate of Incorporation of the Corporation to Directors
         elected by the holders of a particular class of stock shall include
         Directors elected by such Directors to fill vacancies as provided in
         clause (y) of the foregoing sentence.

               (v) Immediately upon the expiration of a default period, the
         (x) right of the holders of Preferred Stock as a class to elect
         Directors shall cease, (y) term of any Directors elected by the
         holders of Preferred Stock as a class shall terminate and (z) number
         of Directors shall be such number as may be provided for in this
         Amended and Restated Certificate of Incorporation of the Corporation
         or By-laws of the Corporation irrespective of any increase made
         pursuant to the provisions of subparagraph (c)(ii) of this Section 3
         of this Part C of this Article IV of this Amended and Restated
         Certificate of Incorporation of the Corporation (such number being
         subject, however, to change thereafter in any manner provided by
         applicable law or in this Amended and Restated Certificate of
         Incorporation of the Corporation or By-laws of the Corporation). Any
         vacancies in the Board of Directors effected by the provisions of
         clauses (y) and (z) in the preceding sentence may be filled by a
         majority of the remaining Directors.

(d)      Except as set forth herein, holders of Series A Junior Participating
         Preferred Stock shall have no special voting rights and their consent
         shall not be required (except to the extent they are entitled to vote
         with holders of Common Stock as set forth herein) for taking any
         corporate action.

         Section 4. Certain Restrictions. Whenever quarterly dividends or other
dividends or distributions payable on the Series A Junior Participating
Preferred Stock as provided in Section 2 of this Part C of this Article IV of
this Amended and Restated Certificate of Incorporation of the Corporation are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

         (a) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
rank-

                                      9


ing junior (either as to dividends or upon liquidation, dissolution or winding
up) to the Series A Junior Participating Preferred Stock;

         (b) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior Participating
Preferred Stock, except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders
of all such shares are then entitled;

         (c) redeem or purchase or otherwise acquire for consideration shares
of any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Junior Participating Preferred
Stock; provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Junior Participating
Preferred Stock; and

         (d) purchase or otherwise acquire for consideration any shares of
Series A Junior Participating Preferred Stock, or any shares of stock ranking
on a parity with the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
classes and series, shall determine in good faith will result in fair and
equitable treatment among the respective classes and series.

         Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued
as part of a new class or series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth therein.

         Section 6. Liquidation, Dissolution or Winding Up. In the event of
any voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Corporation, the holders of Series A Junior Participating
Preferred Stock shall be entitled to receive the greater of (i) $1,000.00 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment and (ii) the
aggregate amount per share equal to 1,000 times the aggregate amount to be
distributed per share to holders of Common Stock (the "Series A Liquidation
Preference"). In the event the Corporation shall at any time

                                      10


after the First Issuance Date declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event under the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
In the event, however, that there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other classes or series of Preferred Stock, if
any, which rank on a parity with the Series A Junior Participating Preferred
Stock, then such remaining assets shall be distributed ratably to the holders
of such parity shares in proportion to their respective liquidation
preferences. Following the payment of the full amount of the Series A
Liquidation Preference to the holders entitled thereto, no additional
distributions shall be made to or set aside for the benefit of the holders of
shares of Series A Junior Participating Preferred Stock in respect of such
shares.

         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 1000 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind) as the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide (by reclassification or
otherwise than by payment of dividends in shares) the outstanding Common Stock
or (iii) combine (by reclassification or otherwise) the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                                      11


         Section 8. No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

         Section 9. Ranking. The Series A Junior Participating Preferred Stock
shall rank junior to all other classes or series of Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such classes or series shall expressly provide otherwise.

         Section 10. Amendment. At any time when any shares of Series A Junior
Participating Preferred Stock are outstanding, this Amended and Restated
Certificate of Incorporation of the Corporation shall not be further amended
in any manner which would materially alter or change the powers, preferences
or special rights of the Series A Junior Participating Preferred Stock so as
to affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Junior Participating
Preferred Stock, voting separately as a class.

         Section 11. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.

    Part D. Common Stock. Except as otherwise provided by the GCL or this
Amended and Restated Certificate of Incorporation of the Corporation and
subject to the rights of holders of any class or series of Preferred Stock
pursuant to this Amended and Restated Certificate of Incorporation of the
Corporation (including any resolution or resolutions adopted by the Board of
Directors providing for the issuance of any class or series of Preferred
Stock), all of the voting power of the stockholders of the Corporation shall
be vested in the holders of the Common Stock, and each holder of Common Stock
shall have one (1) vote for each share held by such holder on all matters
voted upon by the stockholders of the Corporation; provided, however, that,
except as otherwise required by applicable law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Amended and
Restated Certificate of Incorporation of the Corporation (including any
resolution or resolutions adopted by the Board of Directors providing for the
issuance of any class or series of Preferred Stock) that relates solely to the
terms of one (1) or more outstanding classes or series of Preferred Stock if
the holders of such affected class or series are entitled, either separately
or together with the holders of one (1) or more other such class or series, to
vote thereon pursuant to this Amended and Restated Certificate of
Incorporation of the Corporation (including any resolution or resolutions
adopted by the Board of Directors providing for the issuance of any class or
series of Preferred Stock) or pursuant to the GCL. The holders of shares
                                      12


of Common Stock shall not have cumulative voting rights. Subject to applicable
law and the rights, if any, of the holders of any outstanding class or series
of Preferred Stock or any class or series of stock having a preference over,
or the right to participate with, the Common Stock with respect to the payment
of dividends, dividends may be declared and paid on the Common Stock out of
funds legally available therefor at such times and in such amounts and forms
as the Board of Directors in its sole discretion shall determine. In the event
of the voluntary or involuntary liquidation, dissolution, distribution of
assets or other winding up of the Corporation, after distribution in full of
preferential amounts, if any, to be distributed to the holders of any class or
series of Preferred Stock or any class or series of stock having a preference
over, or the right to participate with, the Common Stock, the holders of the
Common Stock shall be entitled to share equally and ratably, share for share,
in all of the remaining assets of the Corporation of whatever kind available
for distribution to stockholders. For the purposes of this Part D of this
Article IV of this Amended and Restated Certificate of Incorporation of the
Corporation, (i) a consolidation, combination, redomicile, merger (including a
holding company merger) or share exchange of the Corporation with one (1) or
more corporations (whether or not the Corporation remains the surviving
corporation in such a transaction), or successive consolidations,
combinations, redomiciles, mergers or share exchanges or (ii) a sale,
transfer, conveyance or other disposition of all or substantially all of the
Corporation's assets (including its subsidiaries' assets), shall not be deemed
to be a liquidation, dissolution or winding up, voluntary or involuntary, of
the Corporation.

                                  ARTICLE V

                              BOARD OF DIRECTORS

         The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. Subject to the rights of any
holder of any class or series of Preferred Stock, the Board of Directors shall
consist of not less than three (3) nor more than fifteen (15) members, the
exact number of which shall be fixed from time to time by the Board of
Directors. In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the Directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Amended and Restated Certificate of Incorporation of the Corporation, and any
By-laws of the Corporation adopted by the stockholders or the Directors;
provided, however, that no By-laws of the Corporation hereafter adopted by the
stockholders or the Directors shall invalidate any prior act of the Directors
which would have been valid if such By-Laws of the Corporation had not been
adopted. Advance notice of nominations for the election of Directors shall be
given in the manner and to the extent provided in the By-laws of the
Corporation. Elections of Directors need not be by written ballot except and
to the extent provided in the By-

                                      13


laws of the Corporation. Each Director shall be entitled to one (1) vote per
director on all matters voted or acted upon by the Board of Directors or any
duly constituted committee of which such Director is a member at the time of
such vote or action. The Directors shall be divided into three (3) classes,
designated Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third of the total number of Directors
constituting the entire Board of Directors. The term of the Initial Class I
Directors shall terminate on the date of the 2003 annual meeting of
stockholders; the term of the initial Class II Directors shall terminate on
the date of the 2004 annual meeting of stockholders and the term of the
initial Class III Directors shall terminate on the date of the 2005 annual
meeting of stockholders. At each annual meeting of stockholders beginning in
2003, successors to the class of Directors whose term expires at that annual
meeting shall be elected for a three-year term. If the number of Directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of Directors in each class as nearly equal as possible,
and any additional Directors of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of Directors shorten the term of any incumbent Director. A
Director shall hold office until the annual meeting for the year in which such
Director's term expires and until such Director's successor shall be elected
and shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board of
Directors, howsoever resulting, may be filled by a majority of the Directors
then in office, even if less than a quorum, or by a sole remaining Director.
Any Director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such Director shall have been
elected.

         Notwithstanding the foregoing, whenever the holders of any one (1) or
more classes or series of Preferred Stock shall have the right, voting
separately by class or series, to elect one (1) or more Directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Amended and Restated Certificate of Incorporation of the
Corporation or in any resolution or resolutions adopted by the Board of
Directors providing for the issuance of any class or series of Preferred
Stock, and such Directors so elected shall not be divided into classes
pursuant to this Article V of this Amended and Restated Certificate of
Incorporation of the Corporation unless expressly provided by such terms.



                                      14


                                  ARTICLE VI

                             REMOVAL OF DIRECTORS

         Any or all of the Directors may be removed from office at any time,
but only for cause and only by the affirmative vote of the holders of
two-thirds (66?%) of the outstanding shares of the Corporation then entitled
to vote generally in the election of Directors, considered for purposes of
this Article VI of this Amended and Restated Certificate of Incorporation of
the Corporation as one (1) class. Notwithstanding the previous sentence,
whenever the holders of any class or series of Preferred Stock are entitled to
elect one (1) or more Directors by the resolution or resolutions providing for
the issuance of any class or series of Preferred Stock, this Article VI of
this Amended and Restated Certificate of Incorporation of the Corporation
shall apply, in respect of the removal of a Director or Directors so elected,
to the vote of the holders of the outstanding shares of that class or series
of Preferred Stock and not to the vote of the outstanding shares as a whole.

                                 ARTICLE VII

                   PROHIBITION ON ACTIONS BY WRITTEN CONSENT
                                OF STOCKHOLDERS

         Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of the stockholders at
an annual or special meeting duly noticed and called, as provided in the
By-laws of the Corporation, and may not be taken by a written consent of the
stockholders pursuant to the GCL. Notwithstanding the previous sentence, if
the resolution or resolutions providing for the issuance of any class or
series of Preferred Stock permit action to be taken by written consent in
accordance with the GCL, such class or series of Preferred Stock shall be
permitted to take action by written consent.

                                 ARTICLE VIII

                       SPECIAL MEETINGS OF STOCKHOLDERS

         Except as otherwise expressly set forth in this Amended and Restated
Certificate of Incorporation of the Corporation or in the resolution or
resolutions providing for the issuance of any class or series of Preferred
Stock, special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time solely by a majority vote of the Board
of Directors (or a duly constituted committee thereof), the Chairman of the
Board of Directors or the President. Special meetings of the stockholders of
the Corporation may not be called by any other person or persons.

                                      15


                                  ARTICLE IX

                             CERTAIN TRANSACTIONS

     Part A. In addition to any affirmative vote required by applicable law or
regulations, or in any agreement with or under the rules and regulations of
any national securities exchange or inter-dealer quotation system or any other
provision of this Amended and Restated Certificate of Incorporation of the
Corporation or the By-laws of the Corporation, and except as otherwise
expressly provided in Part B of this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation, a Business Combination (as
hereinafter defined) with, or proposed by or on behalf of, any Interested
Stockholder Party (as hereinafter defined) or any person who thereafter would
be an Affiliate, Associate or Schedule 13D Related Party (as hereinafter
defined) of such Interested Stockholder shall require the affirmative vote of
not less than seventy-five percent (75%) of the votes entitled to be cast by
the holders of all the then outstanding shares of Voting Stock (as hereinafter
defined), voting together as a single class, excluding Voting Stock
beneficially owned by any Interested Stockholder Party. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage or separate class vote may be specified, by
applicable law or regulations, or in any agreement with or under the rules and
regulations of any national securities exchange, inter-dealer quotation system
or any other provision of this Amended and Restated Certificate of
Incorporation of the Corporation or the By-laws of the Corporation.

     Part B. The provisions of Part A of this Article IX of this Amended and
Restated Certificate of Incorporation of the Corporation shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required
by applicable law or regulations, or in any agreement with or under the rules
and regulations of any national securities exchange or inter-dealer quotation
system or any other provision of this Amended and Restated Certificate of
Incorporation of the Corporation or the By-laws of the Corporation, if all of
the conditions specified in either of the following paragraphs 1 and 2 are
met:

                  1. The Business Combination shall have been approved by a
majority of the Continuing Directors (as hereinafter defined).

                  2. All of the following conditions shall have been met:

         (a) The aggregate amount of the cash and the Fair Market Value (as
         hereinafter defined) as of the date of the consummation of the
         Business Combination of consideration other than cash to be received
         per share by holders of

                                      16


         Common Stock in such Business Combination shall be at least equal to
         the highest amount determined under clauses (i), (ii) and (iii)
         below:

              (i) (if applicable) the highest per share price (including any
         brokerage commissions, transfer taxes and soliciting dealers' fees)
         paid by or on behalf of the Interested Stockholder for any share of
         Common Stock in connection with the acquisition by the Interested
         Stockholder of beneficial ownership of shares of Common Stock
         acquired by it (x) within the two-year period immediately prior to
         the first public announcement of the proposed Business Combination
         (the "Announcement Date"), or (y) in the transaction in which it
         became an Interested Stockholder, whichever is higher, in either case
         as adjusted for any subsequent stock split, stock dividend,
         subdivision or reclassification with respect to the Common Stock;

              (ii) the Fair Market Value per share of Common Stock on the
         Announcement Date or on the date on which the Interested Stockholder
         became an Interested Stockholder (the "Determination Date"),
         whichever is higher, as adjusted for any subsequent stock split,
         stock dividend, subdivision or reclassification with respect to the
         Common Stock; and

              (iii) (if applicable) the price per share (as adjusted for any
         subsequent stock split, stock dividend, subdivision or
         reclassification with respect to the Common Stock) equal to the Fair
         Market Value per share of the Common Stock determined pursuant to
         paragraph 2(a)(ii) of this Part B of this Article IX of this Amended
         and Restated Certificate of Incorporation of the Corporation,
         multiplied by the ratio of (A) the highest per share price (including
         any brokerage commissions, transfer taxes and soliciting dealers'
         fees) paid by the Interested Stockholder for any share of Common
         Stock acquired by it within the two-year period immediately prior to
         the Announcement Date to (B) the Fair Market Value per share of
         Common Stock on the first day in such two-year period on which the
         Interested Stockholder acquired any share of Common Stock.

         (b) The aggregate amount of the cash and the Fair Market Value as of
         the date of the consummation of the Business Combination of
         consideration other than cash to be received per share by holders of
         shares of any class or series of outstanding Capital Stock (as
         hereinafter defined), other than Common Stock, shall be at least
         equal to the highest amount determined under clauses (i), (ii), (iii)
         and (iv) below:

              (i) (if applicable) the highest per share price (including any
         brokerage commissions, transfer taxes and soliciting dealers' fees)
         paid by or on behalf of the Interested Stockholder for any share of
         such class or series of

                                      17


         Capital Stock in connection with the acquisition by the Interested
         Stockholder of beneficial ownership of shares of such class or series
         of Capital Stock (x) within the two-year period immediately prior to
         the Announcement Date or (y) in the transaction in which it became an
         Interested Stockholder, whichever is higher, in either case as
         adjusted for any subsequent stock split, stock dividend, subdivision
         or reclassification with respect to such class or series of Capital
         Stock;

              (ii) the Fair Market Value per share of such class or series of
         Capital Stock on the Announcement Date or on the Determination Date,
         whichever is higher, as adjusted for any subsequent stock split,
         stock dividend, subdivision or reclassification with respect to such
         class or series of Capital Stock;

              (iii) (if applicable) the highest preferential amount per share
         to which the holders of shares of such class or series of Capital
         Stock would be entitled in the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation regardless of whether the Business Combination to be
         consummated constitutes such an event; and

              (iv) (if applicable) the price per share (as adjusted for any
         subsequent stock split, stock dividend, subdivision or
         reclassification with respect to the Capital Stock) equal to the Fair
         Market Value per share of such Capital Stock determined pursuant to
         paragraph 2(b)(ii) of this Part B of this Article IX of this Amended
         and Restated Certificate of Incorporation of the Corporation,
         multiplied by the ratio of (A) the highest per share price (including
         any brokerage commissions, transfer taxes and soliciting dealers'
         fees) paid by the Interested Stockholder for any share of such class
         or series of Capital Stock acquired by it within the two-year period
         immediately prior to the Announcement Date to (B) the Fair Market
         Value per share of such class or series of Capital Stock on the first
         day in such two-year period upon which the Interested Stockholder
         acquired any share of such class or series of Capital Stock.

         The provisions of this paragraph 2 of this Part B of this Article IX
         of this Amended and Restated Certificate of Incorporation of the
         Corporation shall be required to be met with respect to every class
         or series of outstanding Capital Stock, whether or not the Interested
         Stockholder has previously acquired beneficial ownership of any
         shares of a particular class or series of Capital Stock.

         (c) The consideration to be received by holders of a particular class
         or series of outstanding Capital Stock shall be in cash or in the
         same form as pre-

                                      18


         viously has been paid by or on behalf of the Interested Stockholder
         in connection with its direct or indirect acquisition of beneficial
         ownership of shares of such class or series of Capital Stock. If the
         consideration so paid for shares of any class or series of Capital
         Stock varied as to form, the form of consideration for such class or
         series of Capital Stock shall be either cash or the form used to
         acquire beneficial ownership of the largest number of shares of such
         class or series of Capital Stock previously acquired by the
         Interested Stockholder.

         (d) After the Determination Date and prior to the consummation of
         such Business Combination: (i) except as approved by a majority of
         the Continuing Directors, there shall have been no failure to declare
         and pay at the regular date therefor any full quarterly dividends
         (whether or not cumulative) payable in accordance with the terms of
         any outstanding Capital Stock; (ii) there shall have been no
         reduction in the annual rate of dividends paid on the Common Stock
         (except as necessary to reflect any stock split, stock dividend,
         subdivision or reclassification of the Common Stock), except as
         approved by a majority of the Continuing Directors; (iii) there shall
         have been an increase in the annual rate of dividends paid on the
         Common Stock as necessary to reflect any reclassification (including
         any reverse stock split), recapitalization, reorganization or any
         similar transaction that has the effect of reducing the number of
         outstanding shares of Common Stock, unless the failure so to increase
         such annual rate is approved by a majority of the Continuing
         Directors; and (iv) such Interested Stockholder shall not have become
         the beneficial owner of any additional shares of Capital Stock,
         except as part of the transaction that resulted in such Interested
         Stockholder becoming an Interested Stockholder, and except in a
         transaction that, after giving effect thereto, would not result in
         any increase in the Interested Stockholder's percentage beneficial
         ownership of any class or series of Capital Stock.

         (e) A proxy or information statement describing the proposed Business
         Combination and complying with the requirements of the Securities
         Exchange Act of 1934, as amended, and the rules and regulations
         promulgated thereunder (the "Exchange Act") (or any successor
         statute) shall be mailed to all stockholders of the Corporation at
         least thirty (30) days prior to the consummation of all or any part
         of such Business Combination (whether or not such proxy or
         information statement is required to be mailed pursuant to the
         Exchange Act or any successor statute). The proxy or information
         statement shall contain on the first page thereof, in a prominent
         place, any statement as to the advisability (or inadvisability) of
         the Business Combination that the Continuing Directors, or any of
         them, may choose to make and, if deemed advisable by a majority of
         the Continuing Directors, an opinion of a nationally recognized
         investment banking firm selected by a majority of the Con-

                                      19


         tinuing Directors as to the fairness (or unfairness) of the terms of
         the Business Combination from a financial point of view to the
         holders of the outstanding shares of Capital Stock other than the
         Interested Stockholder Parties, such investment banking firm to be
         paid a reasonable fee for its services by the Corporation.

         (f) Such Interested Stockholder shall not have made any major change
         in the Corporation's business, operations, finances or equity capital
         structure prior to the consummation of the Business Combination,
         without the prior approval of a majority of the Continuing Directors.

     Part C. The following definitions shall apply with respect to this
Article IX of this Amended and Restated Certificate of Incorporation of the
Corporation:

     "Affiliate" or "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the Exchange Act, as in effect on the date this
Amended and Restated Certificate of Incorporation of the Corporation is
approved by the Board of Directors (the term "registrant" in said Rule 12b-2
meaning in this case the Corporation).

                  A person shall be a "beneficial owner" of any Voting Stock:
(a) which such person or any of its Affiliates, Associates or Schedule 13D
Related Parties beneficially owns, directly or indirectly; (b) which such
person or any of its Affiliates or Associates has, directly or indirectly, (i)
the right to acquire (whether such right is exercisable immediately or subject
only to the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
redemption rights, warrants or options, or otherwise (including put and call
arrangements), or (ii) the right to vote pursuant to any agreement,
arrangement or understanding; or (c) which is beneficially owned, directly or
indirectly, by any other person with which such person or any of its
Affiliates, Associates or Schedule 13D Related Parties has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any shares of Capital Stock. For the purposes of determining
whether a person is an Interested Stockholder as defined in this Part C of
this Article IX of this Amended and Restated Certificate of Incorporation of
the Corporation, the number of shares of Capital Stock deemed to be
outstanding shall include shares deemed beneficially owned by such person
through applications of this paragraph, but shall not include any other shares
of Capital Stock that may be issuable pursuant to an agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.

                  "Business Combination" shall mean: (a) any merger or
consolidation of the Corporation or any Subsidiary (as hereinafter defined)
with (i) any Interested Stockholder or (ii) any other person (whether or not
itself an Interested Stockholder),

                                      20


which is or after such merger or consolidation would be an Affiliate,
Associate or Schedule 13D Related Party of an Interested Stockholder; or (b)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition or
security arrangement, investment, loan, advance, guarantee, agreement to
purchase, agreement to pay, extension of credit, guaranty of credit, joint
venture participation or other arrangement (in one (1) transaction or a series
of related transactions) with or for the benefit of any Interested Stockholder
Party involving any assets, liabilities, securities or commitments of the
Corporation, any Subsidiary or any Interested Stockholder Party (except for
any arrangement, whether as an employee, consultant or otherwise, other than
as a Director, pursuant to which any Interested Stockholder Party shall,
directly or indirectly, have any control over or responsibility for the
management of any aspect of the business or affairs of the Corporation, with
respect to which arrangements the value tests set forth below shall not
apply), together with all other such arrangements (including all contemplated
future events), has an aggregate Fair Market Value and/or involves aggregate
commitments of $10,000,000.00 or more or constitutes more than five percent
(5%) of the book value of the total assets (in the case of transactions
involving assets or commitments other than Capital Stock) or five percent (5%)
of the stockholder's equity (in the case of transactions in Capital Stock) of
the entity in question (the "Substantial Part"), as reflected in the most
recent fiscal year-end audited consolidated balance sheet of such entity
existing at the time the stockholders of the Corporation would be required to
approve or authorize the Business Combination involving the assets, securities
and/or commitments constituting any Substantial Part; or (c) the adoption of
any plan or proposal for the liquidation or dissolution of the Corporation
which is voted for or consented to by any Interested Stockholder Party; or (d)
any reclassification of securities (including any reverse stock split), or
recapitalization of the Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other transaction (whether or
not with or into or otherwise involving an Interested Stockholder) that has
the effect directly or indirectly, of increasing the proportionate share of
any class or series of Capital Stock, or any securities convertible into
Capital Stock or into equity securities of any Subsidiary, that is
beneficially owned by any Interested Stockholder Party; or (e) any agreement,
contract or other arrangement providing for any one (1) or more of the actions
specified in the foregoing clauses (a) through (d). A holding company merger
in and of itself shall not be deemed or construed as a Business Combination.

                  "Capital Stock" shall mean all capital stock of the
Corporation authorized to be issued from time to time under Article IV of this
Amended and Restated Certificate of Incorporation of the Corporation.

                  "Continuing Director" means any member of the Board of
Directors, while such person is a member of the Board of Directors, who is not
an Affiliate, Associate, Schedule 13D Related Party or representative of the
Interested Stockholder

                                      21


and was a member of the Board of Directors prior to the
time that the Interested Stockholder became an Interested Stockholder, and any
successor of a Continuing Director while such successor is a member of the
Board of Directors, who is not an Affiliate, Associate, Schedule 13D Related
Party or representative of the Interested Stockholder and is recommended or
elected to succeed the Continuing Director by a majority of Continuing
Directors.

                  "control" (including the terms "controlled by" and under
"common control with") with respect to the relationship between or among two
(2) or more persons, means the possession directly or indirectly, of the power
to direct or cause the direction of the affairs or management of a person,
whether through the ownership of voting securities, by contract or otherwise.

                  "Fair Market Value" means: (a) in the case of cash, the
amount of such cash; (b) in the case of stock, the highest closing sale price
during the 30-trading day period immediately preceding the date in question of
a share of such stock on the Composite Tape for New York Stock Exchange-Listed
Stocks, or, if such stock is not quoted on the Composite Tape, on the New York
Stock Exchange, or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the Exchange Act
on which such stock is listed or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such
stock during the 30-trading day period immediately preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System, in the OTC Bulletin Board administered by the National
Association of Securities Dealers, Inc., in the pink sheets of the National
Quotation Bureau Incorporated or any similar system then in use, or if no such
quotations are available, the fair market value on the date in question of a
share of such stock as determined in good faith by a majority of the
Continuing Directors; and (c) in the case of property other than cash or
stock, the fair market value of such property on the date in question as
determined in good faith by a majority of the Continuing Directors.

                  "Interested Stockholder" shall mean any person (other than
the Corporation or any Subsidiary and other than any profit-sharing, employee
stock ownership or other employee benefit plan of the Corporation or any
Subsidiary or any trustee of, or fiduciary with respect to, any such plan when
acting in such capacity) who: (a) is or has announced or publicly disclosed a
plan or intention to become the beneficial owner of Voting Stock representing
fifteen percent (15%) or more of the votes entitled to be cast by the holders
of all then outstanding shares of Voting Stock; (b) is an Affiliate or
Associate (or Schedule 13D Related Party of either of the foregoing) of the
Corporation and at any time within the three-year period immediately prior to
the date in question was the beneficial owner of Voting Stock representing
fifteen percent (15%) or more of the votes entitled to be cast by the holders
of all then outstanding shares of Voting Stock; or (c) is an assignee of or

                                      22


has otherwise succeeded to any Voting Stock which was at any time within the
three-year period immediately prior to the date in question beneficially owned
by an Interested Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act of 1933.

                  "Interested Stockholder Party" shall mean any Interested
Stockholder together with its Affiliates, Associates and Schedule 13D Related
Parties.

                  "person" shall mean any individual, firm, company or other
entity or organization and shall include any "group" (as such term is defined
in Rule 13d-5(b)(1) of the Exchange Act) comprised of any person and any other
person with whom such person or any Affiliate or Associate (or Schedule 13D
Related Party to either of the foregoing) of such person has any agreement,
arrangement or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of Capital Stock.

                  "Schedule 13D Related Party" with respect to a specified
Interested Stockholder, shall mean any individual, partnership, association,
joint venture, corporation, business, trust, joint stock company, limited
liability company, any unincorporated organization, any other entity or a
"group" of such persons (as such term is defined in Rule 13d-5(b)(1) of the
Exchange Act) whose beneficial ownership of securities would be required to be
aggregated on any Schedule 13D or Schedule 13G required to be filed by any
such Interested Stockholder pursuant to the Exchange Act.

                  "Subsidiary" means any company of which a majority of any
class of equity security is beneficially owned by the Corporation; provided,
however, that for the purposes of the definition of Interested Stockholder set
forth in this Part C of Article IX of this Amended and Restated Certificate of
Incorporation of the Corporation, the term "Subsidiary" shall mean only a
company of which a majority of each class of equity security is beneficially
owned by the Corporation.

                  "Voting Stock" shall mean all Capital Stock which by its
terms may be voted on all matters submitted to stockholders of the Corporation
generally.

                  In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be
received" as used in paragraphs 2(a) and 2(b) of Part B of this Article IX of
this Amended and Restated Certificate of Incorporation of the Corporation
shall include the shares of Common Stock and/or the shares of any other class
or series of Capital Stock retained by the holders of such shares.

                                      23


    Part D. A majority of the Continuing Directors shall have the power and
duty to determine for the purpose of this Article IX of this Amended and
Restated Certificate of Incorporation of the Corporation, on the basis of
information known to them after reasonable inquiry, all questions arising
under this Article IX of this Amended and Restated Certificate of
Incorporation of the Corporation, including, without limitation, (a) whether a
person is an Interested Stockholder, (b) the number of shares of Capital Stock
or other securities beneficially owned by any person, (c) whether a person is
an Affiliate, Associate, Schedule 13D Related Party or representative of
another, (d) whether a Proposed Action (as hereinafter defined) is with, or
proposed by, or on behalf of an Interested Stockholder or an Affiliate,
Associate or Schedule 13D Related Party of an Interested Stockholder, (e)
whether the assets that are the subject of any Business Combination have, or
the consideration to be received for the issuance or transfer of securities by
the Corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of $10,000,000.00 or more and (f) whether the
assets or securities that are the subject of any Business Combination
constitute a Substantial Part. The good faith determination of a majority of
the Continuing Directors on such matters shall be conclusive and binding on
all parties for all purposes of this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation.

    Part E. Nothing contained in this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by applicable
law.

    Part F. The fact that any Business Combination complies with the
provisions of Part B of this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board of
Directors (or any committee thereof), or any member thereof, to approve such
Business Combination or recommend its adoption or approval to the stockholders
of the Corporation, nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors (or any committee thereof), or
any member thereof, with respect to discussions and evaluations of, or actions
and responses taken with respect to, such Business Combination or any other
transaction.

    Part G. For the purposes of this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation, a Business Combination or any
proposal to amend, repeal or adopt any provision of this Amended and Restated
Certificate of Incorporation of the Corporation inconsistent with this Article
IX of this Amended and Restated Certificate of Incorporation of the
Corporation (collectively, "Proposed Action") is presumed to have been
proposed by, or on behalf of, an Interested Stockholder Party or a person who
thereafter would become such if (1) after the Interested Stockholder became
such, the Proposed Action is proposed following

                                      24


the election of any Director who with respect to such Interested Stockholder
Party, would not qualify to serve as a Continuing Director or (2) such
Interested Stockholder Party or person votes for or consents to the adoption
of any such Proposed Action, unless as to such Interested Stockholder Party or
person a majority of the Continuing Directors makes a good faith determination
that such Proposed Action is not proposed by or on behalf of such Interested
Stockholder Party or person, based on information known to them after
reasonable inquiry.

    Part H. Notwithstanding any other provisions of this Amended and Restated
Certificate of Incorporation of the Corporation or the By-laws of the
Corporation (and notwithstanding the fact that a lesser percentage or separate
class vote may be specified by applicable law or regulations, or in any
agreement with or under the rules and regulations of any national securities
exchange or inter-dealer quotation system or any other provision of this
Amended and Restated Certificate of Incorporation of the Corporation or the
By-laws of the Corporation), any proposal to amend, alter, repeal, or adopt
any provision of this Amended and Restated Certificate of Incorporation of the
Corporation inconsistent with this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation which is proposed by or on
behalf of an Interested Stockholder Party shall require the affirmative vote
of the holders of not less than seventy-five percent (75%) of the votes
entitled to be cast by the holders of all the then outstanding shares of
Voting Stock, voting together as a single class, excluding Voting Stock
beneficially owned by such Interested Stockholder Party; provided, however,
that this Part H of this Article IX of this Amended and Restated Certificate
of Incorporation of the Corporation shall not apply to, and such seventy-five
percent (75%) vote shall not be required for, any amendment, alteration,
repeal or adoption unanimously recommended by the Board of Directors if all of
such Directors are persons who would be eligible at such time to serve as
Continuing Directors within the meaning of such term as set forth in Part C of
this Article IX of this Amended and Restated Certificate of Incorporation of
the Corporation.

                                  ARTICLE X

                            LIMITATION ON LIABILITY

         No Director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
Director, except to the extent such elimination from liability or limitation
thereof is not permitted under the GCL as the same exists or may hereafter be
amended. If the GCL is amended hereafter to authorize the further elimination
or limitation of the liability of Directors, then the liability of a Director
shall be eliminated or limited to the fullest extent authorized by the GCL, as
so amended. Any repeal, alteration or amendment of this Article X of this
Amended and Restated Certificate of Incorporation of the Corporation or
adoption of any provision inconsistent herewith shall not adversely

                                      25

affect any right or protection of a Director existing at the time of such
repeal, alteration, amendment or adoption with respect to acts or omissions
occurring immediately prior to such repeal, alteration, amendment or adoption.
The provisions of this Article X of this Amended and Restated Certificate of
Incorporation of the Corporation shall continue as to a person who has ceased
to be a Director and shall inure to his heirs, executors, administrators and
personal and legal representatives.

                                  ARTICLE XI

                        ACTIONS WITH RESPECT TO BY-LAWS

         In furtherance and not in limitation of the powers conferred by
statute, a majority of the entire Board of Directors is expressly authorized
to adopt, repeal, alter, amend or rescind the By-laws of the Corporation. As
used in this Article XI of this Amended and Restated Certificate of
Incorporation of the Corporation, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were
no vacancies. In addition, the By-laws of the Corporation may be adopted,
repealed, altered, amended, or rescinded by the affirmative vote of the
holders of sixty-six and two-thirds percent (66 2/3%) of the Voting Stock (as
defined in Article IX of this Amended and Restated Certificate of
Incorporation of the Corporation), voting together as a single class.

                                 ARTICLE XII

                           MEETINGS OF STOCKHOLDERS

         Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision contained in the GCL)
outside the state of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the By-Laws of the
Corporation.

                                 ARTICLE XIII

                  MODIFICATION OF CERTAIN PROVISIONS OF THIS
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

         Notwithstanding anything contained in this Amended and Restated
Certificate of Incorporation of the Corporation to the contrary, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the Voting Stock (as defined in Article IX of this Amended and
Restated Certificate of Incorporation of the Corporation), voting together as
a single class, shall be required to amend, alter, repeal or adopt any
provision inconsistent with Articles V, VI, VII, VIII, X, XI, this

                                      26


Article XIII, Article XVI and Article XVII of this Amended and Restated
Certificate of Incorporation of the Corporation.

                                 ARTICLE XIV

                     FURTHER ACTIONS WITH RESPECT TO THIS
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

         The Corporation reserves the right to repeal, alter, amend, or
rescind any provision contained in this Amended and Restated Certificate of
Incorporation of the Corporation, in the manner now or hereafter prescribed by
statute, and all rights conferred on stockholders herein are granted subject
to this reservation.

                                  ARTICLE XV

                          SECTION 1123 OF THE UNITED
                            STATES BANKRUPTCY CODE

         The Corporation shall not issue any class of non-voting equity
securities unless and solely to the extent permitted by Section 1123(a)(6) of
the United States Bankruptcy Code (the "Bankruptcy Code") as in effect on the
effective date of the Plan of Reorganization; provided, however, that this
Article XV of this Amended and Restated Certificate of Incorporation of the
Corporation: (a) will have no further force and effect beyond that required
under Section 1123(a)(6) of the Bankruptcy Code; (b) will have such force and
effect, if any, only for so long as Section 1123(a)(6) of the Bankruptcy Code
is in effect and applicable to the Corporation; and (c) in all events may be
amended or eliminated in accordance with applicable law as from time to time
in effect.

                                 ARTICLE XVI

                                INDEMNIFICATION

         The Corporation shall indemnify any person who is or was or had
agreed to become a Director or officer of the Corporation or any person who is
or was serving or who had agreed to serve at the request of the Board of
Directors as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans maintained or sponsored by the Corporation
(including the heirs, executors, administrators and personal and legal
representatives of such person) in accordance with the By-laws of the
Corporation to the fullest extent authorized by the GCL, as the same exists or
hereafter may be amended but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification

                                      28


rights than the GCL permitted the Corporation to provide immediately prior to
such amendment) or any other applicable laws as presently or hereinafter in
effect; provided, however, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any
Director or officer (or his heirs, executors, administrators and personal and
legal representatives) in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors. The right to
indemnification conferred by this Article XVI of this Amended and Restated
Certificate of Incorporation of the Corporation shall include the right to be
paid by the Corporation the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition.

         The Corporation may, to the extent authorized from time to time by
the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article XVI of this Amended and Restated Certificate
of Incorporation of the Corporation to Directors and officers of the
Corporation.

         The rights to indemnification and to the advancement of expenses
conferred in this Article XVI of this Amended and Restated Certificate of the
Corporation shall not be exclusive of any other right which any person may
have or thereafter acquire under this Amended and Restated Certificate of
Incorporation of the Corporation, the By-Laws of this Corporation, any
statute, agreement, policy, vote of stockholders or disinterested directors or
otherwise.

         Any repeal, alteration or amendment of this Article XVI of this
Amended and Restated Certificate of Incorporation of the Corporation or
adoption of any provision inconsistent herewith shall not adversely affect any
rights to indemnification and to the advancement of expenses of a Director or
officer of the Corporation or any other person entitled to or granted
indemnification under this Article XVI of this Amended and Restated
Certificate of Incorporation of the Corporation existing at the time of such
repeal, alteration, amendment or adoption with respect to any acts or
omissions occurring immediately prior to such repeal, alteration, amendment or
adoption.

                                 ARTICLE XVII

                            SECTION 203 OF THE GCL

     The Corporation elects to be governed by Section 203 of the GCL, as the
same may be amended from time to time.

                                      27



         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by Richard J. Lubasch, its
Executive Vice President, General Counsel and Secretary, this 10th day of
January 2003.



                                          By:  /s/ Richard J. Lubasch
                                             -----------------------------------
                                             Name:   Richard J. Lubasch
                                             Title:  Executive Vice President,
                                                     General Counsel
                                                     and Secretary

EX-3

                                                                       EXHIBIT 2

                         AMENDED AND RESTATED BY-LAWS
                                      OF
                               NTL INCORPORATED
                    (hereinafter called the "Corporation")

                                   ARTICLE I
                                    OFFICES

Section 1. Registered Office. The registered office of the Corporation shall
be located at 9 East Loockerman Street, City of Dover, County of Kent, in the
State of Delaware 19901. The name of its registered agent at that address is
National Registered Agents, Inc.

Section 2. Other Offices. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine.

                                  ARTICLE II
                           MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of
directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware as shall be designated from
time to time by the Board of Directors as stated in the notice of meeting or
in a duly executed waiver of notice thereof. If authorized by the Board of
Directors in its sole discretion, and subject to such guidelines

                                      1


and procedures as the Board of Directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication, (a) participate in a meeting of stockholders and (b)
be deemed present in person and vote at a meeting of stockholders whether such
meeting is to be held at a designated place or solely by means of remote
communication; provided that (i) the Corporation shall implement reasonable
measures to verify that each person deemed present and permitted to vote at
the meeting by means of remote communication is a stockholder or proxyholder,
(ii) the Corporation shall implement reasonable measures to provide such
stockholders and proxyholders a reasonable opportunity to participate in the
meeting and to vote on matters submitted to the stockholders, including an
opportunity to read or hear the proceedings of the meeting substantially
concurrently with such proceedings and (iii) if any stockholder or proxyholder
votes or takes other action at the meeting by means of remote communication, a
record of such vote or other action shall be maintained by the Corporation.

Section 2. Annual Meetings. Annual meetings of stockholders shall be held on
such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meetings
the stockholders shall elect by a plurality vote a Board of Directors (subject
to the rights, if any, of the holders of shares of preferred stock of the
Corporation to nominate and elect a specified number of directors as provided
in the Certificate of Incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation")), and transact
such other business as may properly be brought before the meeting in
accordance with these

                                      2


amended and restated by-laws of the Corporation, as amended and restated from
time to time (the "By-laws").

Section 3. Special Meetings. Except as otherwise required by applicable law or
by the Certificate of Incorporation, special meetings of stockholders for any
purpose or purposes may be called at any time solely by a majority vote of the
Board of Directors, the Chairman of the Board of Directors, the President or a
majority vote of a committee of the Board of Directors that has been duly
designated by the Board of Directors and whose powers and authority include
the power to call special meetings. Special meetings of stockholders may not
be called by any other person or persons.

Section 4. Advance Notification of Business to be Transacted at Meetings of
Stockholders. To be properly brought before the annual or any special
stockholders' meeting, business must be either (a) specified in the notice of
meeting (or any supplement or amendment thereto) given by or at the direction
of the Board of Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors (or any duly authorized committee thereof), or (c) solely
in the case of the annual meeting, otherwise properly brought before the
meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 4
and on the record date for the determination of stockholders entitled to
notice of and to vote at an annual meeting and (ii) who complies with the
notice procedures set forth in this Section 4.

                                      3


                  In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder,
such stockholder must have given timely notice thereof in proper written form
to the Secretary of the Corporation.

                  To be timely, a stockholder's written notice to the
Secretary of the Corporation must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than seventy-five
(75) days nor more than ninety (90) days prior to the first anniversary of the
date of the immediately preceding year's annual meeting of stockholders;
provided, however, that if the date of the annual meeting is advanced more
than thirty (30) days prior to or delayed by more than thirty (30) days after
the anniversary of the preceding year's annual meeting, to be timely, notice
by the stockholder must be so received not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the
annual meeting was mailed or public disclosure of the date of the annual
meeting is first given or made (which for this purpose shall include any and
all filings of the Corporation made on the EDGAR system of the Securities and
Exchange Commission or any similar public database maintained by the
Securities and Exchange Commission), whichever first occurs.

                  To be in proper written form, a stockholder's notice to the
Secretary of the Corporation must set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and record address of
such stockholder proposing such business, (iii) the class or series and number
of shares of capital stock of the Corporation which are owned beneficially or
of record by such stockholder, (iv) a description of all arrangements or
understandings

                                      4


between such stockholder and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder
and any material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by proxy
at the meeting to bring such business before the meeting.

                  Notwithstanding anything in these By-laws to the contrary,
no business shall be conducted at the annual or any special stockholders'
meeting except business brought before the meeting in accordance with the
procedures set forth in this Section 4; provided, however, that, once business
has been properly brought before the meeting in accordance with such
procedures, nothing in this Section 4 shall be deemed to preclude discussion
by any stockholder of any such business. The officer of the Corporation
presiding at the meeting shall, if the facts warrant, determine and declare to
the meeting that the business was not properly brought before the meeting in
accordance with the provisions of this Section 4, and if such officer shall so
determine, such officer shall so declare to the meeting that any such business
not properly brought before the meeting shall not be transacted.

Section 5. Advance Notification of Nomination of Directors. Only persons who
are nominated in accordance with the following procedures shall be eligible
for election as directors of the Corporation, except as may be otherwise
provided in the Certificate of Incorporation with respect to the rights, if
any, of the holders of shares of preferred stock of the Corporation to
nominate and elect a specified number of directors in certain circumstances.

                                      5


                  Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders, or at any special
meeting of stockholders called for the purpose of electing directors, (a) by
or at the direction of the Board of Directors (or any duly authorized
committee thereof), or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 5 and on the record date for the determination of stockholders
entitled to notice of and to vote at such meeting and (ii) who complies with
the notice procedures set forth in this Section 5.

                  In addition to any other applicable requirements, for a
nomination made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.

                  To be timely, a stockholder's written notice to the
Secretary of the Corporation must be delivered to or mailed and received at
the principal executive offices of the Corporation, in the case of: (x) an
annual meeting, not less than seventy-five (75) days nor more than ninety (90)
days prior to the first anniversary of the date of the immediately preceding
year's annual meeting of stockholders; provided, however, that if the date of
the annual meeting is advanced more than thirty (30) days prior to or delayed
by more than thirty (30) days after the anniversary of the preceding year's
annual meeting, to be timely, notice by the stockholder must be so received
not later than the close of business on the tenth (10th) day following the day
on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting is first given or made (which for
this purpose shall include any and all filings of the Corporation made on the
EDGAR system of the Securities and Exchange Commission or

                                      6


any similar public database maintained by the Securities and Exchange
Commission), whichever first occurs; and (y) a special meeting of stockholders
called for the purpose of electing directors, not later than the close of
business on the tenth (10th) day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting is first given or made (which for this purpose shall include
any and all filings of the Corporation made on the EDGAR system of the
Securities and Exchange Commission or any similar public database maintained
by the Securities and Exchange Commission).

                  To be in proper written form, a stockholder's notice to the
Secretary of the Corporation must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series and number
of shares of capital stock of the Corporation which are owned beneficially or
of record by the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder proposing such nomination, (ii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iii) a description of
all arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to

                                      7


which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy
at the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named or referred to as a nominee and to serve as a
director if elected. The Corporation may require any proposed nominee to
furnish such other information (which may include meetings to discuss the
information) as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the
Corporation.

                  No person shall be eligible for election as a director of
the Corporation unless nominated in accordance with the procedures set forth
in this Section 5. The officer of the Corporation presiding at the meeting
shall, if the facts warrant, determine and declare to the meeting that the
nomination was defective in accordance with the provisions of this Section 5,
and if such officer shall also determine, such officer shall so declare to the
meeting that any such defective nomination shall be disregarded.

Section 6. Notice. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which
shall state the place, if any, date and hour of the meeting, the means of
remote communications, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such meeting and, in the case of a
special meeting, the purpose or purposes for which the

                                      8


meeting is called shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to
notice of and to vote at such meeting. At a special meeting of stockholders,
only such business as is stated in such notice (or any supplement or amendment
thereto) shall be acted upon thereat.

Section 7. Quorum. Except as otherwise required by applicable law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, in the manner provided in Section 8 of this Article
II.

Section 8. Adjournments. Any meeting of the stockholders may be adjourned from
time to time to reconvene at the same or some other place, and notice need not
be given of any such adjourned meeting if the time and place, if any, thereof
or the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting
are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be sent to each
stockholder of

                                      9


record entitled to notice of and to vote at the meeting in
accordance with the requirements of Section 6 of this Article II.

Section 9. Voting. Except as otherwise required by applicable law or by the
Certificate of Incorporation, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the
vote of the holders of a majority of the stock represented and entitled to
vote thereat, voting as a single class. Except as otherwise provided in the
Certificate of Incorporation and subject to Section 5 of Article V of these
By-laws, each stockholder represented at a meeting of stockholders shall be
entitled to cast one (1) vote for each share of the capital stock entitled to
vote thereat held by such stockholder. Such votes may be cast in person or by
proxy as provided in Section 10 of this Article II. The Board of Directors, in
its discretion, or the officer of the Corporation presiding at a meeting of
the stockholders, in such officer's discretion, may require that any votes
cast at such meeting be cast by written ballot.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of the
stockholders may authorize another person or persons to act for such
stockholder as proxy but no proxy shall be voted on after three (3) years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act
for such stockholder as proxy, the following shall constitute a valid means by
which a stockholder may grant such authority:

         (a) A stockholder may execute a writing authorizing another person or
persons to act for such stockholder as proxy. Execution may be accomplished by
the stockholder or such stockholder's authorized officer, director, employee
or agent

                                      10


signing such writing or causing such person's signature to be affixed
to such writing by any reasonable means, including, but not limited to, by
facsimile signature.

         (b) A stockholder may authorize another person or persons to act for
such stockholder as proxy by transmitting or authorizing the transmission of a
telegram, cablegram or other means of electronic transmission to the person
who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person who
will be the holder of the proxy to receive such telegram, cablegram or other
means of electronic transmission; provided that any such telegram, cablegram
or other means of electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder.
If it is determined that such telegrams, cablegrams or other electronic
transmissions are valid, the inspectors or, if there are no inspectors, such
other persons making that determination shall specify the information upon
which they relied.

         Any copy, facsimile telecommunication or other reliable reproduction
of the writing or transmission authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing or transmission for any and all purposes for which the original
writing or transmission could be used; provided that such copy, facsimile
telecommunication or other reliable reproduction shall be a complete
reproduction of the entire original writing or transmission.

Section 11. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10)

                                      11


days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares of the Corporation
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting (a) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice
of the meeting or (b) during ordinary business hours, at the principal place
of business of the Corporation. This list need not include electronic mail
addresses or other electronic contact information. In the event that the
Corporation determines to make the list available on an electronic network,
the Corporation may take reasonable steps to ensure that such information is
available only to stockholders of the Corporation. If the meeting is to be
held at a place, then the list shall be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present. If the meeting is to be held solely by means
of remote communication, then the list shall also be open to the examination
of any stockholder during the whole time of the meeting on a reasonably
accessible electronic network, and the information required to access such
list shall be provided with the notice of the meeting.

Section 12. Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 11 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

                                      12


Section 13. Conduct of Meetings. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of any meeting of the
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations adopted by the Board of Directors, the
Chairman of any meeting of the stockholders shall have the right and authority
to prescribe such rules, regulations and procedures and to do all such acts
as, in the judgment of such Chairman, are appropriate for the proper conduct
of the meeting. Such rules, regulations or procedures, whether adopted by the
Board of Directors or prescribed by the Chairman of the meeting, may include,
without limitation, the following: (a) the establishment of an agenda or order
of business for the meeting; (b) the determination of when the polls shall
open and close for any given matter to be voted upon at the meeting; (c) rules
and procedures for maintaining order at the meeting and the safety of those
present; (d) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the Chairman of the meeting shall
determine; (e) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (f) limitations on the time allotted to
questions or comments by participants.

Section 14. Inspectors of Election. In advance of any meeting of the
stockholders, the Board of Directors, or, if authorized by resolution of the
Board of Directors, the Chairman or the President, shall appoint one or more
inspectors to act at the meeting and make a written report thereof. One or
more other persons may be designated as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at a
meeting of the stockholders, the Chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Unless otherwise required by applicable
law,

                                      13


inspectors may be officers, employees or agents of the Corporation;
provided that no director or candidate for the office of director shall act as
an inspector of an election of directors. Each inspector, before entering upon
the discharge of the duties of inspector, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector's ability. The inspector shall have
the duties prescribed by applicable law and shall take charge of the polls
and, when the vote is completed, shall make a certificate of the result of the
vote taken and of such other facts as may be required by applicable law.

Section 15. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting. If no record date is fixed by the Board
of Directors, the record date for determining stockholders entitled to notice
of or to vote at a meeting of the stockholders shall be at the close of
business on the day preceding the day on which notice is given. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of the stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

                                 ARTICLE III
                                   DIRECTORS

                                      14


Section 1. Election of Directors. Subject to the rights, if any, of the
holders of shares of preferred stock of the Corporation as provided in the
Certificate of Incorporation, and except as provided in Section 2 of this
Article III, directors shall be elected by a plurality of the votes cast at
each annual meeting of stockholders and entitled to vote on the election of
directors, and each director so elected shall hold office as provided by
Article V of the Certificate of Incorporation.

Section 2. Vacancies. Except as otherwise required by applicable law or by the
Certificate of Incorporation, any vacancy on the Board of Directors, howsoever
resulting, may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director. Any director elected to
fill a vacancy shall hold office for a term that shall coincide with the term
of the class to which such director shall have been elected except in the case
a director elected by a class or series of preferred stock of the Corporation
which shall be governed by the provisions of the Certificate of Incorporation.

Section 3. Duties and Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors, which
may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Certificate of Incorporation or by
these By-laws directed or required to be exercised or done by the
stockholders.

Section 4. Meetings. The Board of Directors may hold meetings, both regular
and special, either within or without the State of Delaware. Regular meetings
of the Board of Directors may be held without notice at such time and at such
place as may from time to

                                      15


time be determined by the Board of Directors. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors, the
President or by a majority vote of the Board of Directors. Notice thereof
stating the place, date and hour of the meeting shall be given to each
director either by mail not less than forty-eight (48) hours before the date
of the meeting, or personally or by telephone, telegram, telex or similar
means of communication on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.

Section 5. Organization. At each meeting of the Board of Directors, the
Chairman of the Board of Directors, or, in his or her absence, a director
chosen by a majority of the directors present, shall act as Chairman. The
Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
Secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the Chairman of the meeting may
appoint any person to act as Secretary of the meeting.

Section 6. Resignations and Removals of Directors. Any director of the
Corporation may resign at any time, by giving notice in writing or by
electronic transmission to the Chairman of the Board of Directors, the
President or the Secretary of the Corporation. Such resignation shall take
effect at the time therein specified or, if no time is specified, immediately;
and, unless otherwise specified in such notice, the acceptance of such
resignation shall not be necessary to make it effective. Subject to the
rights, if any, of the holders of shares of preferred stock of the Corporation
as provided in the Certificate of

                                      16


Incorporation, any or all of the directors may be removed from office at any
time, but only for cause and only by the affirmative vote of the holders of
two-thirds (66 2/3%) of the outstanding shares of the Corporation then entitled
to vote generally in the election of directors, considered for purposes of
this Section 6 as one class.

Section 7. Quorum; Action of the Board of Directors. Except as otherwise
required by applicable law or by the Certificate of Incorporation, at all
meetings of the Board of Directors, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, and notice of the time and
place of any such adjourned meeting shall be given to all of the directors
unless such time and place were announced at the meeting at which the
adjournment was taken, in which case such notice shall only be given to the
directors who were not present thereat.

Section 8. Action by Written Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if all the members of the Board of Directors or
such committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board of Directors or such committee. Such filing shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if
the minutes are maintained in electronic form.

                                      17


Section 9. Meetings by Means of Conference Telephone. Members of the Board of
Directors of the Corporation, or any committee duly designated by the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or other communications equipment
by means of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this Section 9 shall
constitute presence in person at such meeting.

Section 10. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any absent or
disqualified member. Any committee, to the extent permitted by applicable law
and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
Unless the Board of Directors or such committee shall otherwise provide,
regular and special meetings and other actions of any committee shall be
governed by the provisions of this Article III applicable to meetings and
actions of the Board of Directors. Each

                                      18


committee shall serve at the pleasure of the Board of Directors and have such
name as may be determined from time to time by resolution adopted by the Board
of Directors. Each committee shall keep regular minutes and report to the
Board of Directors on a regular basis.

Section 11. Fees and Compensation. The directors and members of committees may
receive such compensation, if any, for their services, and such reimbursement
for expenses, as may be fixed or determined by the Board of Directors. Subject
to applicable law and the rules and regulations of any securities exchange,
inter-dealer quotation system or regulated quotation service on which
securities of the Corporation are listed or admitted for trading, no such
payment shall preclude any director from serving the Corporation or any
subsidiary or affiliate thereof in any other capacity and receiving
compensation therefore. Subject to applicable law and the rules and
regulations of any securities exchange, inter-dealer quotation system or
regulated quotation service on which securities of the Corporation are listed
or admitted for trading, members of special or standing committees may be
allowed compensation for service as committee members, such compensation to be
determined by the Board of Directors or a separate committee thereof.

Section 12. Interested Directors; Quorum. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors
or officers, or have a financial interest, shall be void or voidable solely
for this reason, or solely because any such director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof

                                      19


which authorizes the contract or transaction, or solely because any such
director's or officer's votes are counted for such purpose if: (a) the
material facts as to such director's or officer's relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (b) the material facts as to such
director's or officer's relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or (c) the contract or transaction is fair
as to the Corporation as of the time it is authorized, approved or ratified,
by the Board of Directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

                                  ARTICLE IV
                                   OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer. The Board of Directors, in its discretion, may also
choose a Chairman of the Board of Directors (who must be a director) and
Assistant Secretaries, Assistant Treasurers and other officers. Such officers
as the Board of Directors may choose shall perform such duties and have such
powers as from time to time may be assigned to them

                                      20


by the Board of Directors. The Board of Directors may delegate to any other
officer of the Corporation the power to choose such other officers and to
prescribe their respective duties and powers. Any number of offices may be
held by the same person, unless otherwise prohibited by applicable law, the
Certificate of Incorporation or these By-laws. The officers of the Corporation
need not be stockholders of the Corporation nor, except in the case of the
Chairman of the Board of Directors, need such officers be directors of the
Corporation.

Section 2. Election of Officers; Vacancies; and Resignations and Removals. The
Board of Directors shall elect the officers of the Corporation, who shall be
subject to the control of the Board of Directors and shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors, and each officer of
the Corporation shall hold office until such officer's successor is chosen and
qualified, or until their earlier death, resignation, retirement,
disqualification or removal from office. Any officer elected by the Board of
Directors may be removed at any time, with or without cause, by the Board of
Directors, subject to the terms and conditions of any employment or other
agreement of such officer with the Corporation. Any vacancy occurring in any
office of the Corporation shall be filled by the Board of Directors. The
salaries of all officers of the Corporation shall be fixed by the Board of
Directors or a committee thereof. Any officer of the Corporation may resign at
any time, by giving notice in writing or by electronic transmission to the
Chairman of the Board of Directors, the President or the Secretary of the
Corporation. Such resignation shall take effect at the time therein specified
or, if no time is specified,

                                      21


immediately; and, unless otherwise specified in
such notice, the acceptance of such resignation shall not be necessary to make
it effective.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the President or any Vice President or any other
officer authorized to do so by the Board of Directors and any such officer
may, in the name of and on behalf of the Corporation, take all such action as
any such officer may deem advisable to vote in person or by proxy at any
meeting of security holders of any corporation (or take action by written
consent) in which the Corporation may own securities and at any such meeting
(or when taking such action by written consent) shall possess and may exercise
any and all rights and power incident to the ownership of such securities and
which, as the owner thereof, the Corporation might have exercised and
possessed if present (or in its action by written consent). The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                  ARTICLE V
                                     STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, by, or in the name of the
Corporation by the (a) Chairman or Vice Chairman of the Board of Directors,
the President or a Vice President of the Corporation and (b) Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by such

                                      22


stockholder in the Corporation. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restriction of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the
certificate which the Corporation shall issue to represent such class or
series of stock, or in the case of uncertificated shares of stock, in the
notice sent pursuant to Section 151(f) of the Delaware General Corporation Law
(the "DGCL"); provided that, except as otherwise provided in Section 202 of
the DGCL, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, or in the case of uncertificated shares of
stock, in the notice sent pursuant to Section 151(f) of the DGCL, a statement
that the Corporation will furnish without charge to each stockholder who so
requests the designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Signatures. Any or all of the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

                                      23


Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
a written affidavit delivered to the Corporation of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate, or such owner's legal
representative, to advertise the same in such manner as the Board of Directors
shall require and/or to give the Corporation a bond or provide an indemnity to
the Corporation in such sum as the Corporation may direct as indemnity against
any claim that may be made against the Corporation on account of the alleged
loss, theft or destruction of such certificates or the issuance of such new
certificate.

Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by applicable law, any agreement among the stockholders of
the Corporation and the Corporation (if a party), the Certificate of
Incorporation and in these By-laws. Transfers of stock shall be made on the
books of the Corporation only by the person named in the certificate or by
such person's attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, properly endorsed for transfer and payment of all
necessary transfer taxes; provided, however, that such surrender and
endorsement or payment of taxes shall not be required in any case in which the
officers of the Corporation shall determine to waive such requirement. Every
certificate exchanged, returned or surrendered to the Corporation shall be
marked "Cancelled," with the date of cancellation, by the Secretary or
Assistant Secretary of the Corporation or the transfer

                                      24


agent thereof. No transfer of stock shall be valid as against the Corporation
for any purpose until it shall have been entered in the stock records of the
Corporation by an entry showing from and to whom it was transferred and any
other material information.

Section 5. Dividend Record Date. In order that the Corporation may determine
the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto.

Section 6. Record Owners. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise required by applicable
law.

                                      25


Section 7. Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agencies and registry offices or
agencies at such place or places as may be determined from time to time by the
Board of Directors.

                                  ARTICLE VI
                                    NOTICES

Section 1. Notices. Whenever written notice is required by applicable law, the
Certificate of Incorporation or these By-laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telegram, telex, cable or facsimile transmission.

Section 2. Waivers of Notice. Whenever any notice is required by applicable
law, the Certificate of Incorporation or these By-laws, to be given to any
director, member of a committee or stockholder, a waiver thereof in writing,
signed by or on behalf of the person or persons entitled to said notice, or a
waiver by electronic transmission by or on behalf of the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. Attendance of a person at a meeting,
present in person or represented by proxy, shall constitute a waiver of notice
of such meeting, except where the person attends the meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the

                                      26


meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any annual or special meeting of
stockholders or any regular or special meeting of the directors or members of
a committee of directors need be specified in any written waiver of notice
unless so required by applicable law, the Certificate of Incorporation or
these By-Laws.

                                 ARTICLE VII

                   Indemnification of Directors and Officers

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than
those by or in the Right of the Corporation. Each person who was or is a party
or is threatened to be made a party to or is involved in any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), other than an
action by or in the right of the Corporation, by reason of the fact that such
person or a person of whom such person is the legal representative is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
a director, officer, employee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the DGCL as the same
exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than the DGCL permitted the Corporation to
provide immediately

                                      27


prior to such amendment) if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such person's conduct was unlawful and the
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such person's conduct was unlawful,
against all expense, liability and loss (including attorneys' fees, judgments,
fines or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors, administrators and legal representatives.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Corporation. Subject to Section 3 of this Article VII, the
Corporation shall indemnify and hold harmless to the fullest extent authorized
by the DGCL as the same exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than the DGCL permitted
the Corporation to provide immediately prior to such amendment) any person who
was or is a party or is threatened to be made a party to or is involved in any
threatened, pending or completed proceeding by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person or a person of

                                      28


whom such person is the legal representative is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
a director, officer, employee or agent, against all expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for
expenses which the Court of Chancery of the State of Delaware shall deem
proper.

Section 3. Procedure. To obtain indemnification under this Article VII (unless
ordered by a court), a claimant shall submit to the Corporation a written
request (hereinafter a "demand"), including therein or therewith such
documentation and information as is reasonably available to the claimant and
is reasonably necessary to determine whether and to what extent the claimant
is entitled to indemnification. Upon written demand by a claimant for
indemnification pursuant to the first sentence of this Section 3, a
determination shall be made as to whether indemnification of the claimant is
proper in the circumstances because such person has met the applicable
standard of conduct set forth in

                                      29


Section 1 or Section 2 of this Article VII, as the case may be. With respect
to a person who is a director or officer at the time of determination, the
determination of the claimant's entitlement to indemnification shall be made
as follows (i) by a majority vote of the Disinterested Directors (as defined
in Section 11 of this Article VII) who are not parties to such proceeding,
even though less than a quorum, or (ii) by a committee of Disinterested
Directors designated by a majority vote of Disinterested Directors, even
though less than a quorum, or (iii) if there are no Disinterested Directors,
or if the Disinterested Directors so direct, by Independent Counsel (as
defined in Section 11 of this Article VII) in a written opinion (a copy of
which will be delivered to the claimant), or (iv) by the stockholders. With
respect to former directors and officers and any other persons entitled to
indemnification pursuant to this Article VII, the determination shall be made
by any person or persons having the authority to act on the matter on behalf
of the Corporation. To the extent, however, that a present or former director
or officer of the Corporation has been successful on the merits or otherwise
in defense of any proceeding described above, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith, without the necessity of authorization in the specific
case. If it is so determined that the claimant is entitled to indemnification,
payment to the claimant shall be made within twenty (20) days after such
determination. The right to indemnification conferred in this Article VII
shall be a contract right and shall, subject to applicable law, include the
right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition, such advances to be paid
by the Corporation within twenty (20) days after the receipt by

                                      30


the Corporation of a statement or statements (setting forth in reasonable
detail an itemized account of amounts due) from the claimant (or a statement
from a third party for services rendered to the claimant) requesting such
advance or advances from time to time; provided, however, that if the DGCL
requires, the payment of such expenses incurred by a director or officer in
such person's capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or
officer) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Article VII or otherwise. Notwithstanding anything to
the contrary contained in this Article VII (including Section 13 of this
Article VII), no demand on the Corporation will be required for a claimant
seeking to enforce his right to indemnification and advancement of expenses
under this Article VII.

Section 4. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VII, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery of the State of Delaware or any
other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section
2 of this Article VII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VII,
as the case may be. Neither a contrary

                                      31


determination in the specific case under Section 3 of this Article VII nor the
absence of any determination thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification
has not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this Section 4 shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in
part, the director or officer seeking indemnification shall also be entitled
to be paid the expense of prosecuting such application.

Section 5. Remedies for Non-Payment. If a claim under Section 1 or Section 2
of this Article VII is not paid in full by the Corporation within thirty (30)
days after a demand pursuant to Section 3 of this Article VII has been
received by the Corporation (or if demand is excused pursuant to Section 3 of
this Article VII, thirty (30) days after written notice to the Corporation),
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct set forth
in Section 1 or Section 2 of this Article VII, as the case may be, but the
burden of proving such defense shall be on the Corporation.

Section 6. Binding Effect. If a determination shall have been made pursuant to
Section 1 or Section 2 of this Article VII that the claimant is entitled to
indemnification, the Corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to Section 4 of this Article VII. The
Corporation shall be precluded from

                                      32


asserting in any judicial proceeding commenced pursuant to Section 4 of this
Article VII that the procedures and presumptions of this Article VII are not
valid, binding and enforceable and shall stipulate in such proceeding that the
Corporation is bound by all the provisions of this Article VII.

Section 7. Remedy Not Exclusive. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article VII shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, the By-Laws, agreement, policy,
vote of stockholders or Disinterested Directors or otherwise. No repeal or
modification of this Article VII shall in any way diminish or adversely affect
the rights of any director, officer, employee or agent of the Corporation
hereunder in respect of any occurrence or matter arising prior to any such
repeal or modification. The provisions of this Article VII shall not be deemed
to preclude the indemnification of any person who is not specified in this
Article VII but whom the Corporation has the power or obligation to indemnify
under the provisions of the DGCL or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director
or officer, and each such employee or agent to which rights to indemnification
have been granted as provided in Section 9 of this Article VII, shall be

                                      33


covered by such policy or policies in accordance with its or their terms to
the maximum extent of the coverage thereunder for any such director, officer,
employee or agent.

Section 9. Employees and Agents. The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification,
and, subject to applicable law, rights to be paid by the Corporation the
expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article VII with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

Section 10. Savings Clause. If any provision or provisions of this Article VII
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article VII (including, without limitation, each portion of
any paragraph of this Article VII containing any such provision held to be
invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this
Article VII (including, without limitation, each such portion of any paragraph
of this Article VII containing any such provision held to be invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

Section 11.       Definitions.   For purposes of this Article VII:

         (a) references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent
of a

                                      34


constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer
of such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position
under the provisions of this Article VII with respect to the resulting or
surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued;

         (b) the term "another enterprise" as used in this Article VII shall
mean any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise of which such person is or was serving at the
request of the Corporation as a director, officer, employee or agent;

         (c) references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan;

         (d) references to "serving at the request of the Corporation" shall
include, among other matters, any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or involves services by,
such director or officer with respect to an employee benefit plan, its
participants or beneficiaries;

         (e) a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and
beneficiaries of an

                                      35


employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to
in this Article VII;

         (f) "Disinterested Director" shall mean a director of the Corporation
who is not and was not a party to the matter in respect of which
indemnification is sought by the claimant; and

         (g) "Independent Counsel" shall mean a law firm, a member of a law
firm, or an independent practitioner, that is experienced in matters of
corporation law of the jurisdiction in which the Corporation was domiciled at
the time the subject matter of the proceedings first occurred or was made
known to the Disinterested Directors and shall include any person who, under
the applicable standards of professional conduct then prevailing, would not
have a conflict of interest in representing either the Corporation or the
claimant in an action to determine the claimant's rights under this Article
VII.

Section 12. Notices. Any notice, request or other communication required or
permitted to be given to or made by the Corporation under this Article VII
shall be in writing and either delivered in person or sent by telecopy, telex,
telegram, overnight mail or courier service, or certified or registered mail,
postage prepaid, return receipt requested, to the Secretary of the Corporation
or to the claimant at the address or facsimile number provided to the
Corporation and shall be effective only upon receipt by the Secretary or the
claimant, as the case may be.

Section 13. Limitation on Indemnification. Notwithstanding anything contained
in this Article VII to the contrary, except for proceedings to enforce rights
to indemnification

                                      36


(which shall be governed by Section 3 of this Article VII),
the Corporation shall not be obligated to indemnify any director or officer
(or his or her heirs, executors or personal or legal representatives) or
advance expenses in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized or
consented to by the Board of Directors of the Corporation pursuant to Section
3 of this Article VII.

                                 ARTICLE VIII
                              GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the requirements of the DGCL and the provisions of the Certificate
of Incorporation, if any, may be declared by the Board of Directors out of
funds legally available therefor at any regular or special meeting of the
Board of Directors (or any action by written consent in lieu thereof in
accordance with these By-laws). Dividends may be paid in cash, in property or
in shares of the Corporation's capital stock. Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for purchasing any of the shares of capital stock, warrants,
rights, options, bonds, debentures, notes, scrip or other securities or
evidences of indebtedness of the Corporation, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for any
proper purpose, and the Board of Directors may modify or abolish any such
reserve.

                                      37


Section 2. Disbursements. All checks, drafts or demands for money and notes of
the Corporation shall be signed, endorsed or accepted in the name of the
Corporation by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

Section 5. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf
of the Corporation to enter into or execute and deliver any and all deeds,
bonds, mortgages, contracts and other obligations or instruments, and such
authority may be general or confined to specific instances.

Section 6. Reliance upon Books, Reports and Records. Each director, each
member of any committee designated by the Board of Directors, and each officer
of the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or other records
of the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors so designated, or by any other person as
to matters which such director or officer reasonably believes are within

                                      38


such other person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the Corporation.

SECTION 7. Time Periods. In applying any provision of these By-laws which
requires that an act be done or not be done a specified number of days prior
to an event or that an act be done during a period of a specified number of
days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.

                                  ARTICLE IX

                                  AMENDMENTS

Section 1. Amendments. These By-laws may be repealed, altered, amended or
rescinded, in whole or in part, or new By-laws may be adopted by either the
affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%)
of the outstanding capital stock of the Corporation entitled to vote thereon
or by a majority of the entire Board of Directors.

Section 2. Entire Board of Directors. As used in this Article IX and in these
By-laws generally, the term "entire Board of Directors" means the total number
of directors which the Corporation would have if there were no vacancies.

Adopted as of: January 10, 2003





                                      39

EX-99

                                                                    EXHIBIT 3











                          SERIES A WARRANT AGREEMENT


                          Dated as of January 10, 2003


                                by and between


                               NTL INCORPORATED


                                      and


                  CONTINENTAL STOCK TRANSFER & TRUST COMPANY


                               as Warrant Agent


















                          SERIES A WARRANT AGREEMENT

                              TABLE OF CONTENTS1

                                                                            Page

SECTION 1.  Appointment of Warrant Agent......................................2

SECTION 2.  Warrant Certificates..............................................2

SECTION 3.  Issuance of Warrants..............................................2

SECTION 4.  Execution of Warrant Certificates.................................3

SECTION 5.  Registration and Countersignature.................................3

SECTION 6.  Registration of Transfers and Exchanges...........................4

SECTION 7.  Terms of Warrants; Exercise of Warrants...........................4

SECTION 8. Payment of Taxes...................................................6

SECTION 9.  Mutilated or Missing Warrant Certificates.........................7

SECTION 10.  Reservation of Warrant Shares....................................7

SECTION 11.  Obtaining Stock Exchange Listings................................8

SECTION 12.  Adjustment of Exercise Price and Number
                   of Warrant Shares Issuable.................................8
                  (a)      Adjustment for Change in Capital Stock.............8
                  (b)      Adjustment for Rights Issue........................9
                  (c)      Adjustment for Other Distributions................10
                  (d)      Current Market Price..............................11
                  (e)      When De Minimis Adjustment May Be Deferred........12
                  (f)      When No Adjustment Required.......................12
                  (g)      Notice of Adjustment..............................13
                  (h)      Consolidation, Merger, Sale, Recapitalization or
                           Reorganization of the Company.....................13
                  (i)      The Company Determination Final...................19
                  (j)      Warrant Agent's Disclaimer........................19
- --------
1        This Table of Contents does not constitute a part of this Warrant
         Agreement or have any bearing upon the interpretation of any of its
         terms or provisions.

                                       i




                                                                           Page

                  (k) When Issuance or Payment May Be Deferred ..............19
                  (l) Adjustment in Number of Shares.........................20
                  (m) Form of Warrants.......................................20

SECTION 13.  No Dilution or Impairment.......................................20

SECTION 14.  Fractional Interests............................................21

SECTION 15.  Notices to Warrant Holders......................................21

SECTION 16.  Merger, Consolidation or Change of Name of Warrant Agent........23

SECTION 17.  Warrant Agent...................................................23

SECTION 18.  Expenses........................................................26

SECTION 19.  Change of Warrant Agent.........................................26

SECTION 20.  Notices to the Company and Warrant Agent........................26

SECTION 21.  Supplements and Amendments......................................27

SECTION 22.  Successors......................................................28

SECTION 24.  Governing Law; Jurisdiction.....................................28

SECTION 25.  Benefits of this Warrant Agreement..............................28

SECTION 26.  Counterparts....................................................28

SECTION 27.  Further Assurances..............................................28

SECTION 28.  Entire Agreement................................................28

EXHIBIT A - Form of Warrant Certificate.....................................A-1
- ---------

                                      ii





                  SERIES A WARRANT AGREEMENT (this "Warrant Agreement") dated
as of January 10, 2003, between NTL INCORPORATED, a Delaware corporation (the
"Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York banking
corporation, as Warrant Agent (the "Warrant Agent").

                  WHEREAS, pursuant to the terms and conditions of the Second
Amended Joint Reorganization Plan Of NTL Incorporated and Certain
Subsidiaries, dated July 15, 2002 and confirmed on September 5, 2002, as may
be further amended and restated from time to time (the "Plan") relating to the
reorganization under Chapter 11 of the Bankruptcy Reform Act of 1978, as
codified in Title 11 of the United States Code, 11 U.S.C. ss.ss. 101-1330 (the
"Bankruptcy Code") of NTL Incorporated, a Delaware corporation ("Old NTL") and
certain of its subsidiaries, including the Company, (i) the holders of (a) 13%
Senior Redeemable Exchangeable Preferred Stock of Old NTL, (b) 13% Series B
Senior Redeemable Exchangeable Preferred Stock of Old NTL, (c) 5% Cumulative
Participating Convertible Preferred Stock, Series A (and dividend shares,
Series C through Series K) of Old NTL, (d) 5% Cumulative Participating
Convertible Preferred Stock, Series B (and dividend shares, Series B-1 through
Series B-6) of Old NTL, (e) Cumulative Convertible Preferred Stock, Series A
of Old NTL (the Old NTL preferred stock described in clauses (a), (b), (c),
(d) and (e) above, shall be referred to herein as "Old NTL Eligible Preferred
Stock"), (f) 6.5% Fixed Coupon Redeemable Preferred Stock, Series A of Old
NTL, (g) Variable Coupon Redeemable Preferred Stock, Series A of Old NTL and
(h) common stock of Old NTL ("Old NTL Common Stock"), will receive (subject to
allocation pursuant to the Plan), among other consideration, an aggregate
number of 8,750,000 of the Series A warrants of the Company hereinafter
described (the "Warrants") to purchase shares of common stock, par value $0.01
per share, together with associated preferred stock purchase rights (the
"Common Stock"), of the Company (the Common Stock issuable upon exercise of
the Warrants being referred to herein as the "Warrant Shares"); (ii) holders
of (a) Old NTL Eligible Preferred Stock and (b) Old NTL Common Stock (and
their permitted transferees) were offered (subject to allocation pursuant to
the Plan) rights to purchase up to 3,750,000 detachable units (the "Units")
composed of one share of Common Stock and one Warrant each pursuant to the
Equity Rights Offering conducted pursuant to the Plan; and (iii) holders of
(a) 7% Convertible Subordinated Notes due 2008 issued by NTL Communications
Corp. (and a subordinated co-obligation of NTL (Delaware), Inc. and former NTL
Incorporated (currently named NTL Europe, Inc.)), (b) 5 3/4% Convertible
Subordinated Notes due 2009 issued by NTL (Delaware), Inc. (and a subordinated
co-obligation of former NTL Incorporated (currently named NTL Europe, Inc.))
other than France Telecom, and (c) 5 3/4% Convertible Subordinated Notes due
2011 co-issued on a subordinated basis by NTL (Delaware), Inc. and former NTL
Incorporated (currently named NTL Europe, Inc.) were offered the right to
purchase any Units that were not purchased in the Equity Rights Offering
pursuant to the Noteholder Election Option conducted pursuant to the Plan;


                                       1





                  WHEREAS, a Warrant entitles the holder of the Warrant, upon
proper exercise, to receive from the Company, as adjusted as provided herein,
one fully paid and nonassessable share of Common Stock at the Exercise Price
(as defined herein) and, accordingly, a maximum of 12,500,000 Warrants are
being offered pursuant to, and upon the terms and conditions set forth in, the
Plan in an offering in reliance on the exemption afforded by section 1145 of
the Bankruptcy Code from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and of any applicable state
securities or "blue sky" laws;

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to act, in
connection with the issuance of Warrant certificates and other matters as
provided herein; and

                  WHEREAS, for purposes of this Warrant Agreement, "person"
shall be interpreted broadly to include an individual, corporation,
partnership, joint venture, association, joint stock company, limited
liability company, limited liability partnership, trust, trustee, estate,
unincorporated organization, government, governmental unit, agency, or
political subdivision thereof, or other entity.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as follows:

                  SECTION 1. Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
the instructions set forth hereinafter in this Warrant Agreement, and the
Warrant Agent hereby accepts such appointment.

                  SECTION 2. Warrant Certificates. The certificates evidencing
the Warrants to be delivered pursuant to this Warrant Agreement shall be in
registered form only and shall be substantially in the form set forth in
Exhibit A attached hereto ("Warrant Certificates") and may have such letters,
numbers, or other marks of identification or designation and such legends or
endorsements printed, lithographed or engraved thereon as the officers of the
Company executing the same may approve (with execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Warrant Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any exchange, inter-dealer quotation system or
regulated quotation service on which the Warrants may be listed or quoted, as
the case may be.

                  SECTION 3. Issuance of Warrants. Upon issuance in accordance
with Section 5, each Warrant Certificate shall evidence one or more Warrants.
Each Warrant evidenced thereby entitles the holder, upon proper exercise to
receive from the Company, as adjusted as provided herein, one fully paid and
nonassessable share of Common Stock at the Exercise Price.

                                       2





                  SECTION 4. Execution of Warrant Certificates. Warrant
Certificates shall be signed on behalf of the Company by its Chairman of the
Board, Chief Executive Officer, President or Vice President and Secretary or
an Assistant Secretary under its corporate seal. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed, imprinted
or otherwise reproduced on the Warrant Certificates. Each such signature upon
any Warrant Certificate may be in the form of a facsimile signature of the
present or any future Chairman of the Board, Chief Executive Officer,
President or Vice President and Secretary or Assistant Secretary and may be
imprinted or otherwise reproduced on the Warrant Certificates and for that
purpose the Company may adopt and use the facsimile signature of any person
who shall have been Chairman of the Board, Chief Executive Officer, President
or Vice President and Secretary or Assistant Secretary at the time of entering
into this Warrant Agreement, notwithstanding the fact that at the time any
Warrant Certificate shall be countersigned by the Warrant Agent and delivered
or disposed of by the Company he shall have ceased to hold such office, so
long as, and the Company hereby represents that, under the Company's charter
and by-laws, any Warrants or Warrant Shares so issued would be validly issued.
Any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be
a proper officer of the Company to sign such Warrant Certificate, although at
the date of the execution of this Warrant Agreement any such person was not
such officer, so long as, and the Company hereby represents that, under the
Company's charter and by-laws, any Warrants or Warrant Shares so issued would
be validly issued.

                  Warrant Certificates shall be dated the date of
countersignature by the Warrant Agent and shall represent one or more whole
Warrants.

                  SECTION 5. Registration and Countersignature. The Warrant
Agent, on behalf of the Company, shall number and register the Warrant
Certificates in a register as they are issued by the Company.

                  Warrant Certificates shall be manually countersigned by the
Warrant Agent and shall not be valid for any purpose unless so countersigned.
The Warrant Agent shall, upon written instructions of the Chairman of the
Board, Chief Executive Officer, President, Vice President and Secretary or
Assistant Secretary of the Company, initially countersign and deliver Warrants
entitling the holders thereof to purchase not more, nor less, than the number
of Warrant Shares referred to above in the second recital hereof (but subject
to adjustment as hereinafter provided) and shall countersign and deliver
Warrants as otherwise provided in this Warrant Agreement.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) of the Warrant Certificates as the absolute owner(s)
thereof (notwithstanding any notation of ownership or other writing thereon
made by anyone), for all purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.

                                       3





                  SECTION 6. Registration of Transfers and Exchanges. The
Warrant Agent shall from time to time register the transfer of any outstanding
Warrant Certificates upon the records to be maintained by it for that purpose,
upon surrender thereof accompanied by a written instrument or instruments of
transfer in form satisfactory to the Warrant Agent, duly executed by the
registered holder or holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney. Upon any such
registration of transfer, a new Warrant Certificate shall be issued to the
transferee(s) and the surrendered Warrant Certificate shall be cancelled by
the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed
of by the Company in accordance with applicable law.

                  Warrant Certificates may be exchanged at the option of the
registered holder(s) thereof, when surrendered to the Warrant Agent at its
office during normal business hours for another Warrant Certificate or other
Warrant Certificates of like tenor and representing in the aggregate a like
number of Warrants. Warrant Certificates surrendered for exchange shall be
cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then
be disposed of by the Company in accordance with applicable law.

                  The Warrant Agent is hereby authorized to countersign, in
accordance with the provisions of this Section 6, the new Warrant Certificates
issued pursuant to the provisions of this Section 6.

                  SECTION 7. Terms of Warrants; Exercise of Warrants. Subject
to the terms of this Warrant Agreement, each Warrant holder shall have the
right, which may be exercised from the date of original issuance of the
Warrant Certificates pursuant to the terms of this Warrant Agreement and prior
to 5:00 p.m. New York City Time, on January 10, 2011 (the "Expiration Date"), to
exercise each Warrant and receive from the Company the number of fully paid
and nonassessable Warrant Shares which the holder may at the time be entitled
to receive on exercise of such Warrants and payment of the aggregate Exercise
Price then in effect for such Warrant Shares; provided, however, that if the
Company or a holder of Warrants reasonably believes (as evidenced by notice to
the Warrant Agent of such belief) that the exercise of any Warrant requires
prior compliance with the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations thereunder, any such exercise
shall be contingent upon such prior compliance as evidenced by notice from the
Company to the Warrant Agent of such compliance. In addition, prior to the
delivery of any Warrant Shares that the Company shall be obligated to deliver
upon proper exercise of the Warrants, the Company shall comply with all
applicable federal and state laws, rules and regulations which require action
to be taken by the Company. Each Warrant, when exercised, will, as adjusted as
provided herein, entitle the holder thereof to purchase one fully paid and
nonassessable share of Common Stock at the Exercise Price. Each Warrant not
exercised prior to the Expiration Date shall become void and all rights
thereunder

                                       4





and all rights in respect thereof under this Warrant Agreement shall cease as
of such time.

                  A Warrant may be exercised upon surrender to the Company at
the principal corporate trust office of the Warrant Agent referred to in
Section 20 (the "Warrant Agent Office") of the Warrant Certificate or Warrant
Certificates evidencing the Warrants to be exercised with the form of election
to purchase on the reverse thereof duly completed and signed, which signature
shall be guaranteed by an "Eligible Guarantor Institution" as defined in Rule
17Ad-15(2) promulgated under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), and upon payment to the Warrant Agent for the
account of the Company of the exercise price of $309.88 (the "Exercise
Price"), as adjusted from time to time as herein provided, for each Warrant
Share then exercised. Payment of the aggregate Exercise Price for all Warrant
Shares being exercised in respect of a Warrant shall be made (a) in United
States Dollars or (b) by certified or official bank check for United States
Dollars made payable to the order of "NTL Incorporated". In lieu of payment of
the aggregate Exercise Price as aforesaid and subject to applicable law, the
holder of a Warrant may request the payment by the Company of the "Spread",
which shall, subject to Section 14, be delivered by the Company by delivering
to such Warrant holder a number of shares of Common Stock equal to (a)(i) the
product of (x) the current market price per share of Common Stock (as of the
date of receipt of the request to the Company), multiplied by (y) the number
of Warrant Shares underlying the Warrants being exercised, minus (ii) the
product of (x) the Exercise Price, multiplied by (y) the number of Warrant
Shares underlying the Warrants being exercised, divided by (b) the current
market price per share of Common Stock (as of the date of receipt of the
request to the Company).

                  Subject to the provisions of Section 8, upon such surrender
of Warrants and payment of the aggregate Exercise Price, the Company shall
issue and cause to be delivered promptly to or upon the written order of the
holder and in such name or names, as the Warrant holder may designate, a
certificate or certificates for the number of full Warrant Shares issuable
upon the exercise of such Warrants together with cash as provided in Section
14; provided, however, that if any Fundamental Transaction (as defined in
Section 12(h)(1)) is proposed to be effected by the Company or a tender offer
or an exchange offer for shares of Common Stock shall be made, upon such
surrender of Warrants and payment of the Exercise Price as aforesaid, the
Company shall, as soon as possible, but in any event not later than two
business days thereafter, issue and cause to be delivered the full number of
Warrant Shares issuable upon the exercise of such Warrants in the manner
described in this sentence together with cash as provided in Section 14. Such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of such Warrants
and payment of the aggregate Exercise Price. No fractional shares shall be
issued upon exercise of any Warrants in accordance with Section 14.

                                       5





                  The Warrants shall be exercisable, at the election of the
holders thereof, either in full or from time to time in part (in whole Warrant
Shares) and, in the event that a Certificate evidencing Warrants is exercised
in respect of fewer than all of the Warrant Shares issuable on such exercise
at any time prior to the Expiration Date, a new Certificate evidencing the
remaining Warrant or Warrants will be promptly issued, and the Warrant Agent
is hereby irrevocably authorized to countersign and to deliver the required
new Warrant Certificate or Certificates pursuant to the provisions of this
Section 7 and of Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrant Certificates duly executed
on behalf of the Company for such purpose.

                  All Warrant Certificates surrendered upon exercise of
Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant
Certificates shall then be disposed of by the Company in accordance with
applicable law. The Warrant Agent shall (x) advise an authorized
representative of the Company as directed by the Company at the end of each
day on which Warrants were exercised (i) the number of Warrant Shares issued
upon exercise of a Warrant, (ii) delivery of Warrant Certificates evidencing
the balance, if any, of the Warrant Shares issuable after such exercise of the
Warrant and (iii) such other information as the Company shall reasonably
require and (y) concurrently pay to the Company all funds received by it in
payment of the aggregate Exercise Price. The Warrant Agent shall promptly
confirm such information to the Company in writing.

                  The Warrant Agent shall keep copies of this Warrant
Agreement and any notices given or received hereunder available for inspection
by the holders of the Warrants during normal business hours at its office. The
Company shall supply the Warrant Agent from time to time with such numbers of
copies of this Warrant Agreement as the Warrant Agent may request.

                  SECTION 8. Payment of Taxes. No service charge shall be made
to any holder of a Warrant for any exercise, exchange or registration of
transfer of Warrant Certificates, and the Company will pay all documentary
stamp taxes attributable to the initial issuance of Warrant Shares upon the
exercise of Warrants; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issue of any Warrant Certificates or any certificates
for Warrant Shares in a name other than that of the registered holder of a
Warrant Certificate surrendered upon the exercise of a Warrant, and the
Company shall not be required to issue or deliver such Warrant Certificates
unless or until the person or persons requesting the issuance thereof shall
have paid to the Company the amount of such tax or shall have established to
the satisfaction of the Company that such tax has been paid.

                  SECTION 9. Mutilated or Missing Warrant Certificates. If any
of the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the
Company shall issue and the Warrant Agent shall countersign, in exchange and
substitution for and

                                       6





upon cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, but only upon receipt of evidence satisfactory to the Company and
the Warrant Agent of such loss, theft or destruction of such Warrant
Certificate and such indemnity and security therefor as is customary and
reasonably satisfactory to the Company and the Warrant Agent, if requested.
Applicants for such substitute Warrant shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company or
the Warrant Agent may prescribe.

                  SECTION 10. Reservation of Warrant Shares. The Company will
at all times reserve and keep available, free from preemptive rights, out of
the aggregate of its authorized but unissued shares of Common Stock, for the
purpose of enabling it to satisfy any obligation to issue Warrant Shares upon
exercise of Warrants, the maximum number of shares of Common Stock which may
then be deliverable upon the exercise of all outstanding Warrants.

                  The Company or the transfer agent for the Common Stock and
every subsequent transfer agent for any shares of the Company's capital stock
issuable upon the exercise of any of the rights of purchase represented by the
Warrants as aforesaid (the "Transfer Agent") will be irrevocably authorized
and directed at all times to reserve such number of authorized shares as shall
be required for such purpose. The Company will keep a copy of this Warrant
Agreement on file with the Transfer Agent for any shares of the Company's
capital stock issuable upon the exercise of the rights of purchase represented
by the Warrants. The Warrant Agent is hereby irrevocably authorized to
requisition from time to time from such Transfer Agent the stock certificates
required to honor outstanding Warrants upon exercise thereof in accordance
with the terms of this Warrant Agreement. The Company will supply such
Transfer Agent with duly executed certificates for such purposes and will
provide or otherwise make available any cash which may be payable as provided
in Section 14. The Company will furnish such Transfer Agent a copy of all
notices of adjustments and certificates related thereto, transmitted to each
holder pursuant to Section 15.

                  Before taking any action which would cause an adjustment
pursuant to Section 12 to reduce the Exercise Price below the then par value
per share (if any) of a Warrant Share, the Company will take all corporate
action necessary, in the opinion of its counsel (which may be counsel employed
by the Company), in order that the Company may validly and legally issue fully
paid and nonassessable Warrant Shares at the Exercise Price as so adjusted.

                  The Company covenants that all Warrant Shares which may be
issued upon exercise of Warrants will be, upon payment of the aggregate
Exercise Price and issuance thereof, fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security
interests with respect to the issue thereof.

                                       7





                  SECTION 11. Obtaining Stock Exchange Listings. The Company
shall also from time to time take all action reasonably necessary so that the
Warrant Shares, immediately upon their issuance upon the exercise of Warrants,
will be listed or quoted, as the case may be, on the primary exchange,
inter-dealer quotation system or regulated quotation service, if any, on which
shares of Common Stock are then listed or quoted, subject to the rules and
regulations thereof. If the shares of Common Stock are not so listed or
quoted, the Company shall not be obligated to obtain or maintain a listing or
quotation, as the case may be, of the shares of Common Stock or Warrant Shares
on any exchange, inter-dealer quotation system or regulated quotation service.

                  SECTION 12. Adjustment of Exercise Price and Number of
Warrant Shares Issuable. The Exercise Price and the number of Warrant Shares
issuable upon the exercise of each Warrant are subject to adjustment from time
to time upon the occurrence of the events enumerated in this Section 12. For
purposes of this Section 12, "Common Stock" means the Common Stock and any
other stock of the Company, however designated, for which the Warrants may be
exercisable from time to time.

                  (a) Adjustment for Change in Capital Stock.

                  If on or after the date of this Warrant Agreement and prior
to the Expiration Date, the Company:

                           (1) pays a dividend or makes a distribution on its
         Common Stock in shares of its Common Stock;

                           (2) subdivides its outstanding shares of Common
         Stock into a greater number of shares;

                           (3) combines its outstanding shares of Common Stock
         into a smaller number of shares;

                           (4) makes a distribution on its Common Stock in
         shares of its capital stock other than Common Stock; or

                           (5) issues by reclassification of its Common Stock
         any shares of its capital stock,

then the Exercise Price and the number and kind of shares of capital stock of
the Company issuable upon the exercise of a Warrant shall be proportionately
adjusted so that the holder of any Warrant thereafter exercised may receive
the aggregate number and kind of shares of capital stock of the Company which
he would have owned immediately following such action if such Warrant had been
exercised immediately prior to such action.

                                       8





                  The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after
the effective date in the case of a subdivision, combination or
reclassification.

                  If after an adjustment a holder of a Warrant upon exercise
may receive shares of two or more classes or series of capital stock of the
Company, the Company shall determine the allocation of the adjusted Exercise
Price between the classes or series of capital stock based on the relative
fair market values (determined by the Board of Directors of the Company) of
such class or classes of capital stock. After such allocation, the exercise
privilege and the Exercise Price of each class or series of capital stock
shall thereafter again be subject to adjustment on the terms applicable to
Common Stock in this Section 12.

                  Such adjustment shall be made successively whenever any
event listed above shall occur.

                  (b) Adjustment for Rights Issue.

                  If on or after the date of this Warrant Agreement and prior
to the Expiration Date, the Company distributes any options, warrants or other
rights (however classified, except pursuant to its stockholder rights plan) to
all holders of its Common Stock entitling them for a period expiring within 45
days after the record date mentioned below to purchase shares of Common Stock
or securities convertible into, or exchangeable or exercisable for, Common
Stock at a price per share (or with an initial conversion, exchange or
exercise price) less than the current market price per share on that record
date, the Exercise Price shall be adjusted in accordance with the following
formula:

                    N x P
             O + ------------
                      M
   E'= E x ---------------------
                   O + N

where:

         E' = the adjusted Exercise Price.

         E = the current Exercise Price.

         O = the number of shares of Common Stock
             outstanding on the record date.

         N = the number of additional shares of Common Stock offered.


                                       9





         P = the offering price per share of the additional shares.

         M = the current market price per share of Common Stock on
             the record date.

                  The adjustment shall be made successively whenever any such
options, warrants or other rights (however classified) are issued and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive the options, warrants or other rights
(however classified). If at the end of the period during which such rights,
options or warrants are exercisable, not all options, warrants or other rights
(however classified) shall have been exercised, the Exercise Price shall be
immediately readjusted to what it would have been if "N" in the above formula
had been the number of shares actually issued.

                  (c) Adjustment for Other Distributions.

                  If on or after the date of this Warrant Agreement and prior
to the Expiration Date, the Company distributes to all holders of its Common
Stock any of its assets (other than cash dividends or distributions), debt
securities, preferred stock or any options, warrants or other rights to
purchase debt securities, assets or other securities of the Company, the
Exercise Price shall be adjusted in accordance with the following formula:


               M - F
   E' = E x  ---------
                 M

where:

         E' = the adjusted Exercise Price.

         E  = the current Exercise Price.

         M  = the current market price per share of Common Stock on
              the record date mentioned below.

         F  = the fair market value on the record date of the assets,
              securities, rights or warrants to be distributed in
              respect of one share of Common Stock. The Board of
              Directors of the Company shall determine the fair market
              value.

                  The adjustment shall be made successively whenever any such
record date is fixed and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the
distribution.

                                      10





                  This Section 12(c) does not apply to: (i) options, warrants
or other rights referred to in Section 12(b); or (ii) a dividend payable in
shares of Common Stock referred to in Section 12(a).

                  (d) Current Market Price.

                  All references in Section 12(b) or Section 12(c) and in
Section 7 and Section 14 to "the current market price per share of Common
Stock" on any date shall mean the last reported sale price for such security
on the principal exchange or quotation system on which such security is listed
or traded. If the security is not admitted for trading on any securities
exchange or the Nasdaq National or SmallCap Market, "current market price per
share of Common Stock" shall mean the average of the last reported closing bid
and asked prices reported by the Nasdaq Stock Market, Inc., the electronic
securities market regulated by the National Association of Securities Dealers,
Inc., as furnished by any member in good standing of the National Association
of Securities Dealers, Inc., selected from time to time by the Company for
that purpose or as quoted by the National Quotation Bureau Incorporated. In
the event that no such quotation is available for such day, the "current
market price per share of Common Stock" shall be the average of the quotations
for the last five trading days for which a quotation is available within the
last 30 trading days prior to such day. In the event that five such quotations
are not available within such 30-trading day period, the Board of Directors of
the Company shall be entitled to determine the "current market price per share
of Common Stock" on the basis of such quotations or other information as it in
good faith considers appropriate (without regard to any illiquidity or
minority discounts).

                  (e) When De Minimis Adjustment May Be Deferred.

                  No adjustment in the Exercise Price need be made unless the
adjustment would require an increase or decrease of at least l% in the
Exercise Price on the date an adjustment would otherwise be required to be
made. Any adjustments that are not made shall be carried forward and taken
into account in any subsequent adjustment.

                  All calculations under this Section 12 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be.

                  (f) When No Adjustment Required.

                  No adjustment need be made for a transaction referred to in
Section 12(a), Section 12(b) or Section 12(c) if all Warrant holders
participate in such transaction on a basis and with notice that the Board of
Directors of the Company determines to be fair and appropriate in light of the
basis and notice on which holders of Common Stock participate in the
transaction.


                                      11





                  No adjustment need be made for rights to purchase Common
Stock purchased at the fair market value thereof (determined by the Board of
Directors of the Company) pursuant to any of the Company's plans for
reinvestment of dividends or interest.

                  No adjustment need be made for a change in the par value, or
from par value to no par value, or from no par value to par value, of the
Common Stock.

                  Notwithstanding any other provision of this Section 12, no
adjustment to the Exercise Price shall result in zero or in a negative number
or shall reduce the Exercise Price below the then par value per share of the
Common Stock, and any such purported adjustment shall instead reduce the
Exercise Price to such par value (unless the Common Stock then has no par
value in which case such purported adjustment shall instead reduce the
Exercise Price to $0.001 per share).

                  To the extent the Warrants become convertible into cash, no
adjustment need be made thereafter as to the cash. Interest will not accrue on
the cash.

                  (g) Notice of Adjustment.

                  Whenever the Exercise Price is adjusted, the Company shall
provide the notices required by Section 15.

                  (h) Consolidation, Merger, Sale, Recapitalization or
Reorganization of the Company.

                           (1) If on or after the date of this Warrant
         Agreement and prior to the Expiration Date, any transaction or event
         or series of transactions or events shall occur (including, without
         limitation, (w) any recapitalization or reclassification of shares of
         Common Stock (other than a change in par value, or from par value to
         no par value, or from no par value to par value, or as a result of a
         subdivision or combination of Common Stock), (x) any consolidation or
         merger of the Company with or into another person or any merger of
         another person into the Company (other than a merger that does not
         result in a reclassification, conversion, exchange or cancellation of
         Common Stock or a holding company merger in which the ultimate direct
         or indirect beneficial ownership of the Company is substantially the
         same immediately after such transaction as it was immediately prior
         to such transaction), (y) any sale or transfer of all or
         substantially all of the assets of the Company or (z) any compulsory
         share exchange pursuant to which either shares of Common Stock shall
         be converted into the right to receive other securities, cash or
         other property, or, in the case of a sale or transfer of all or
         substantially all of the assets of the Company, the holders of Common
         Stock shall be entitled to receive other securities, cash or other
         property (each a "Fundamental

                                      12





         Transaction") and the consideration payable to holders of Common
         Stock consists solely of cash and/or loan notes ("loan notes") which
         are capable of repayment at the option of the holder at any time on
         or after the date of issuance and are settled in cash ("cash
         consideration") (a "Cash Transaction") the following shall apply:

                                    (i) if the Cash Transaction is entered
                  into or publicly announced on or prior to January 10, 2004 and
                  the amount of cash consideration payable to a holder of one
                  share of Common Stock exceeds $133.49 ("Year 1 Threshold");
                  or

                                    (ii) if the Cash Transaction is entered
                  into or publicly announced on or prior to January 10, 2005 and
                  the amount of cash consideration payable to a holder of one
                  share of Common Stock exceeds $162.09 ("Year 2 Threshold");
                  or

                                    (iii) if the Cash Transaction is entered
                  into or publicly announced on or prior to January 10, 2006 and
                  the amount of cash consideration payable to a holder of one
                  share of Common Stock exceeds $190.70 ("Year 3 Threshold");
                  and

                                    (iv) the acquiring person (the "Acquiring
                  Person"), or any direct or indirect shareholder that would
                  constitute an affiliate of such Acquiring Person (an
                  "Affiliated Person") is a person that has a class of voting
                  stock, however designated, having ordinary voting power for
                  the election of a majority of the board of directors of a
                  corporation or members of the governing body if other than a
                  corporation, other than stock having voting power only by
                  reason of the happening of a contingency ("Voting Stock");
                  provided that if there is more than one class of Voting
                  Stock, the class of Voting Stock that for purposes of this
                  Warrant Agreement shall be deemed "Voting Stock" shall be
                  the class of Voting Stock with the highest vote per share
                  for the election of a majority of the board of directors of
                  a corporation or members of the governing body if other than
                  a corporation, that is listed or quoted on any securities
                  exchange, inter- dealer quotation system or regulated
                  quotation system (x) at the time of entering into or public
                  announcement of the Cash Transaction (an "Existing
                  Listing"), or (y) has been admitted for listing or quotation
                  or admitted for listing or quotation subject to official
                  notice of issuance and will be listed or quoted on any
                  securities exchange, inter-dealer quotation system or
                  regulated quotation system upon consummation of the Cash
                  Transaction (a "New Listing"); provided that (A) if each of
                  the Acquiring Person and the Affiliated Person (or if none
                  of such persons) is maintaining an Existing Listing in good
                  standing, or has secured a New Listing effective, upon
                  consummation of the Cash

                                      13





                  Transaction, for Voting Stock of such person (the "Listed
                  Voting Stock"), the Warrants shall become warrants of the
                  Acquiring Person or (B) if the Acquiring Person is not
                  maintaining an Existing Listing in good standing, or has not
                  secured a New Listing effective, upon consummation of the
                  Cash Transaction, for its Voting Stock, and the Affiliated
                  Person is maintaining an Existing Listing in good standing,
                  or has secured a New Listing effective, upon consummation of
                  the Cash Transaction, for its Voting Stock, the Warrants
                  shall become warrants of the Affiliated Person.

                  If one or more of the criteria set forth in subsections (i),
(ii), and (iii) above is satisfied, the warrants issued by the Acquiring
Person or the Affiliated Person, as the case may be, in the Cash Transaction
to holders of Warrants shall be referred to as "Acquiror Warrants" and the
person issuing the Acquiror Warrants shall be referred to as the "Acquiror".

                  The Acquiror Warrants shall (a) have an expiration date
identical to the Expiration Date, (b) have an exercise price equal to the
Adjustment Multiple (as hereinafter defined), multiplied by (i) in the event
of an Existing Listing, the 25-Day Average Market Price (as defined below) of
the Acquiror's Listed Voting Stock determined on the date the Cash Transaction
is entered into or publicly announced, whichever is lower or (ii) in the event
of a New Listing, the Fifteen-Day Average Market Price (as defined below) of
the Acquiror's Listed Voting Stock determined as of the close of trading on
the fifteenth consecutive Trading Day post-consummation of the Cash
Transaction and (c) be exercisable for a number of shares of the Acquiror's
Listed Voting Stock equal to the aggregate Exercise Price of the Warrants
divided by the aggregate exercise price of the Acquiror Warrants.

                  In the event of a Cash Transaction, the "Adjustment
Multiple" shall equal (i) the Exercise Price, divided by (ii) the cash
consideration payable in respect of one share of Common Stock in the Cash
Transaction. In the event of a Mixed Consideration Transaction (as defined
below) to which this Section 12(h)(1) applies, the "Adjustment Multiple" shall
equal (i) the Exercise Price, divided by (ii) the cash consideration payable
in respect of one share of Common Stock in the Mixed Consideration Transaction
plus (x) the Acquiror's Listed Voting Stock portion of the other consideration
offered per share of Common Stock valued based on (1) in the event of an
Existing Listing, the 25-Day Average Market Price of the Acquiror's Listed
Voting Stock determined on the date the Cash Transaction is entered into or
publicly announced, whichever is lower or (2) in the event of a New Listing,
the Fifteen-Day Average Market Price of the Acquiror's Listed Voting Stock
determined as of the close of trading on the fifteenth consecutive Trading Day
post- consummation of the Cash Transaction and (y) the Acquiror's non-Listed
Voting Stock portion of the other consideration offered per share of Common
Stock as determined by the Board of Directors of the Company. Concurrently
with the consummation of the Cash Transaction or the Mixed Consideration
Transaction if

                                      14





this Section 12(h)(1) shall apply to the treatment of the Warrants as
determined pursuant to Section 12(h)(3), (I) the person formed by or surviving
any such Cash Transaction (any such person, the "Cash Transaction Successor"),
shall enter into a supplemental warrant agreement providing for adjustment
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Section 12 and (II) the Cash Transaction Successor shall
mail to Warrant holders a notice describing the supplemental warrant
agreement.

         If any of the criteria set forth in subsections (i), (ii), and (iii)
above are not met and a Cash Transaction is entered into or publicly announced
on or prior to January 10, 2006 (the "Non-Qualifying Cash Transaction"), subject
to consummation of the Non-Qualifying Cash Transaction, the Exercise Price
shall be automatically adjusted in accordance with the following formula:


                             E' =  0.9 x  C


where:

         E'       =        the adjusted Exercise Price.

         C        =        the cash consideration per share of Common Stock
                           payable in the Cash Transaction.


         The Non-Qualifying Cash Transaction shall not be consummated unless
and until a notice setting forth such adjustment has been mailed to all
registered holders of Warrants (the record date for such mailing shall be two
Business Days prior to the first mailing of such adjustment), and a period of
at least 20 Business Days (the "20- Business Day Period") has expired from the
date of first mailing of such adjustment notice. On the later to occur of (x)
the expiration of the 20-Business Day Period and (y) consummation of the
Non-Qualifying Cash Transaction, any Warrant not previously exercised shall at
such time expire and no longer entitle its holder to exercise such Warrant for
Warrant Shares or any other consideration.

         For purposes of this Section 12(h)(1), (v) "Business Day" shall mean
any day other than a Saturday, Sunday or a day on which state or federally
charted banking institutions in New York, New York are not required to be
open, (w) "25-Day Average Market Price" shall mean, for any security, the
volume-weighted average of the current market prices of that security for the
twenty-five Trading Days immediately preceding the date of determination, (x)
Fifteen-Day Average Market Price" shall mean, for any security, the
volume-weighted average of the current market prices of that security for the
fifteen Trading Days immediately preceding the date of determination, (y) "the
current market price per share of the Acquiror's Listed

                                      15





Voting Stock" on any date shall mean the last reported sale price for such
security on the principal exchange or quotation system on which such security
is listed or traded; if the security is not admitted for trading on any
securities exchange or the Nasdaq National or SmallCap Market, "current market
price per share of the Acquiror's Listed Voting Stock" shall mean the average
of the last reported closing bid and asked prices reported by the Nasdaq Stock
Market, Inc., the electronic securities market regulated by the National
Association of Securities Dealers, Inc., as furnished by any member in good
standing of the National Association of Securities Dealers, Inc., selected
from time to time by the Company for that purpose or as quoted by the National
Quotation Bureau Incorporated; in the event that no such quotation is
available for such day, the "current market price per share of Common Stock"
shall be the average of the quotations for the last five Trading Days for
which a quotation is available within the last 30 trading days prior to such
day and (z) "Trading Day" shall mean any day on which the securities in
question are traded on the New York Stock Exchange or, if such securities are
not listed or admitted for trading on the New York Stock Exchange, on the
principal securities exchange on which such securities are listed or admitted
or, if not listed or admitted for trading on any securities exchange, on the
Nasdaq National or SmallCap Market or, if such securities are not quoted
thereon, in the applicable securities market in which the securities are
traded; provided that any day during which there shall be a halt or suspension
of trading or quotations in the securities in question exceeding 15 minutes in
the aggregate shall not be considered a Trading Day.

         The Year 1 Threshold, Year 2 Threshold and Year 3 Threshold shall be
subject to adjustments provided for in Section 12 as fully as if each such
amount were for purposes of this Section 12 considered the "Exercise Price".

                           (2) If on or after the date of this Warrant
         Agreement and prior to the Expiration Date, a Fundamental Transaction
         is consummated and the consideration payable to holders of Common
         Stock consists solely of consideration other than cash consideration
         ("other consideration") (an "Other Transaction"), (a) the Warrants
         shall automatically become exercisable for the kind and amount of
         stock, securities or other property or assets (excluding cash
         consideration, except solely in the case of fractional shares) which
         the holder of a Warrant would have owned or had the right to acquire
         immediately after consummation of the Other Transaction if the holder
         had exercised the Warrant immediately prior to the consummation of
         the Other Transaction, (b) concurrently with the consummation of the
         Other Transaction or the Mixed Consideration Transaction if this
         Section12(h)(2) shall apply to the treatment of the Warrants as
         determined pursuant to Section 12(h)(3), the person formed by or
         surviving any such Other Transaction (any such person, the "Other
         Transaction Successor"), shall enter into a supplemental warrant
         agreement providing for adjustment which shall be as nearly
         equivalent as may be practical to the adjustments provided for in
         this

                                                 16





         Section 12 and (c) the Other Transaction Successor shall mail to
         Warrant holders a notice describing the supplemental warrant
         agreement.

                           (3) If on or after the date of this Warrant
         Agreement and prior to the Expiration Date, a Fundamental Transaction
         is consummated and the consideration payable to holders of Common
         Stock consists partly of cash consideration and partly of other
         consideration (a "Mixed Consideration Transaction", which shall
         include any transaction pursuant to the terms of which a person has
         the right to elect the cash consideration or other consideration
         received in such transaction (subject to proration, if applicable)):
         (a) if the cash consideration payable in the Mixed Consideration
         Transaction, exceeds 90% of the total consideration payable in the
         Mixed Consideration Transaction, Section 12(h)(1) shall apply to the
         treatment of the Warrants in such Mixed Consideration Transaction and
         (b) if the cash consideration payable in the Mixed Consideration
         Transaction is less than or equal to 90% of the total consideration
         payable in the Mixed Consideration Transaction, Section 12(h)(2)
         shall apply to the treatment of the Warrants in such Mixed
         Consideration Transaction. If Section 12(h)(1) applies to the
         treatment of the Warrants in such Mixed Consideration Transaction,
         the Year 1 Threshold, Year 2 Threshold and Year 3 Threshold (as may
         have been previously adjusted pursuant to this Section 12) will be
         reduced by (x) the Acquiror's Listed Voting Stock portion of other
         consideration offered per share of Common Stock valued based on (1)
         in the event of an Existing Listing, the 25-Day Average Market Price
         of the Acquiror's Listed Voting Stock determined on the date the Cash
         Transaction is entered into or publicly announced, whichever is lower
         or (2) in the event of a New Listing, the Fifteen-Day Average Market
         Price of the Acquiror's Listed Voting Stock determined as of the
         close of trading on the fifteenth consecutive Trading Day
         post-consummation of the Cash Transaction and (y) the Acquiror's
         non-Listed Voting Stock portion of the other consideration offered
         per share of Common Stock as determined by the Board of Directors of
         the Company. If Section 12(h)(2) applies to the treatment of the
         Warrants in such Mixed Consideration Transaction, (a) the Warrants
         shall automatically become exercisable for the kind and amount of
         Acquiror's Listed Voting Stock, securities or other property or
         assets (excluding cash consideration) which the holder of a Warrant
         would have owned or had the right to acquire immediately after
         consummation of the Other Transaction if the holder had exercised the
         Warrant immediately prior to the consummation of the Other
         Transaction and (b) any cash consideration that such Warrant holder
         would have been entitled to receive in the Mixed Consideration
         Transaction will be valued at the amount of such cash and face amount
         in the case of loan notes and in lieu of payment of such cash
         consideration, the following form(s) of consideration shall be paid
         to the Warrant holders on a pro rata basis until the full amount of
         the portion of the cash consideration that would have otherwise been
         payable to the Warrant holders in the Mixed Consideration

                                      17





         Transaction is paid (i) first, in Acquiror's Listed Voting Stock and
         (ii) second, in securities or other property or assets (excluding
         cash consideration, except solely in the case of fractional shares).
         If the cash consideration payable in the Mixed Consideration
         Transaction is not the same for each share of Common Stock in respect
         of which rights of election are permitted to be exercised either
         because of persons not electing cash consideration or through the
         application of proration provisions, if any, or otherwise, then for
         the purposes of this Section 12(h)(3), the cash consideration payable
         in the Mixed Consideration Transaction shall be deemed to be the
         amount so payable upon consummation of the Mixed Consideration
         Transaction as determined promptly after the expiration of the
         election period and the application of the proration provisions, if
         any. Any cash payable as part of or arising out of the Mixed
         Consideration Transaction relating to (v) any appraisal or other
         similar proceeding triggered by the Mixed Consideration Transaction,
         (w) any mandatory redemption, put/call, settlement or other similar
         provision (which shall include any requirement to pay cash into
         escrow) in any security of the Company or the Acquiror (or any other
         applicable third party) or any arrangement or understanding involving
         such parties, (x) any earnout or other similar payments, including
         contingent value rights, (y) any payments for non-compete, retention
         or signing bonuses and (z) the Acquiring Person or the Company paying
         cash for fractional shares of Common Stock, shall not be considered
         for purposes of this Section 12(h)(3) in determining the percentage
         of the cash consideration out of the total consideration payable in
         the Mixed Consideration Transaction.

                           (4) If this Section 12(h) applies, Section 12(a),
         Section 12(b) and Section 12(c) do not apply.

                  (i) The Company Determination Final.

                  Any determination that the Company or the Board of Directors
of the Company must make pursuant to this Section 12 is (absent manifest
error) conclusive if such determination is made in good faith.

                  (j) Warrant Agent's Disclaimer.

                  The Warrant Agent has no duty to determine when an
adjustment under this Section 12 or Section 13 should be made (if at all), how
it should be made or what it should be. The Warrant Agent has no duty to
determine whether any provisions of a supplemental Warrant Agreement under
Section 12(h) are correct. The Warrant Agent makes no representation as to the
validity or value of any securities or assets issued upon exercise of
Warrants. The Warrant Agent shall not be responsible for the Company's failure
to comply with this Section 12 or Section 13.


                                      18





                  (k) When Issuance or Payment May Be Deferred.

                  In any case in which this Section 12 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event (i) issuing to the holder of any Warrant exercised after such record
date the Warrant Shares and other capital stock of the Company, if any,
issuable upon such exercise over and above the Warrant Shares and other
capital stock of the Company, if any, issuable upon such exercise on the basis
of the Exercise Price and (ii) paying to such holder any amount in cash in
lieu of a fractional share pursuant to Section 14; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder's right to receive such additional Warrant
Shares, other capital stock and cash (if any) upon the occurrence of the event
requiring such adjustment.

                  (l) Adjustment in Number of Shares.

                  Upon each adjustment of the Exercise Price pursuant to this
Section 12, each Warrant outstanding prior to the making of the adjustment in
the Exercise Price shall thereafter evidence the right to receive upon payment
of the adjusted aggregate Exercise Price that number of shares of Common Stock
(calculated to the nearest hundredth) obtained from the following formula:


                                       E
                           N' = N x --------
                                       E

where:

         N' =  the adjusted number of Warrant Shares issuable upon
               exercise of a Warrant by payment of the adjusted aggregate
               Exercise Price.

         N  =  the number of Warrant Shares previously issuable upon
               exercise of a Warrant by payment of the aggregate Exercise
               Price prior to adjustment.

         E' =  the adjusted Exercise Price.

         E  =  the Exercise Price prior to adjustment.


                                      19





                  (m) Form of Warrants.

                  Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon the exercise of the Warrants,
Warrants theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in the Warrants initially
issuable pursuant to this Warrant Agreement.

                  SECTION 13. No Dilution or Impairment. (a) If any event
shall occur as to which the provisions of Section 12 are not strictly
applicable but the failure to make any adjustment would adversely affect the
purchase rights represented by the Warrants in a manner inconsistent with the
essential intent and principles of Section 12, then, in each such case, the
Company shall appoint a firm of independent certified public accountants of
recognized national standing, which shall give their opinion upon the
adjustment, if any, on a basis consistent with the essential intent and
principles established in Section 12, necessary to preserve, without dilution
or impairment, the purchase rights, represented by this Warrant. Upon receipt
of such opinion, the Company will promptly mail a copy thereof to the Warrant
Agent and the holders of the Warrants and shall make the adjustments described
therein. Notwithstanding the foregoing, if any single action would require
adjustment of the Exercise Price pursuant to more than one subsection of this
Section 12, only one adjustment shall be made and such adjustment shall be the
amount of adjustment that has the highest absolute value.

                  (b) The Company will not, by amendment of its charter or
through any consolidation, merger, reorganization, transfer of assets,
dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of the
Warrants, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holder of the Warrants
against dilution or other impairment. Without limiting the generality of the
foregoing, the Company (i) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock on the exercise of the Warrants from
time to time outstanding and (ii) will not take any action which results in
any adjustment of the Exercise Price if the total number of Warrant Shares
issuable after the action upon the exercise of all of the Warrants would
exceed the total number of shares of Common Stock then authorized by the
Company's charter and available for the purposes of issue upon such exercise.
A consolidation, merger, reorganization or transfer of assets involving the
Company covered by Section 12(h) shall not be prohibited by or require any
adjustment under this Section 13.

                  SECTION 14. Fractional Interests. The Company shall not be
required to issue fractional Warrant Shares on the exercise of Warrants. If
more than one Warrant shall be presented for exercise in full at the same time
by the same

                                      20





holder, the number of full Warrant Shares which shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so presented. If any
fraction of a Warrant Share would, except for the provisions of this Section
14, be issuable on the exercise of any Warrants (or specified portion
thereof), the Company shall notify the Warrant Agent in writing of the amount
to be paid in lieu of the fraction of a Warrant Share and concurrently pay or
provide to the Warrant Agent for repayment to the Warrant holder an amount in
cash equal to the product of (i) such fraction of a Warrant Share and (ii) the
difference of the current market price of a share of Common Stock for the day
the Warrant was presented for exercise minus the Exercise Price.

                  SECTION 15. Notices to Warrant Holders. Upon any adjustment
of the Exercise Price pursuant to Section 12, the Company shall within 25 days
thereafter (i) cause to be delivered to the Warrant Agent a certificate of a
firm of independent public accountants selected by the Board of Directors of
the Company or other knowledgeable expert selected by the Board of Directors
of the Company setting forth the Exercise Price after such adjustment and
setting forth in reasonable detail the method of calculation and the facts
upon which such calculations are based and setting forth the number of Warrant
Shares (or portion thereof) issuable after such adjustment in the Exercise
Price, upon exercise of a Warrant and payment of the adjusted aggregate
Exercise Price, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein and (ii) cause to be given to
each of the registered holders of the Warrant Certificates at such registered
holder's address appearing on the Warrant register written notice of such
adjustments by first-class mail, postage prepaid. Where appropriate, such
notice may be given in advance and included as a part of the notice required
to be mailed under the other provisions of this Section 15.

                  In case:

                  (a) the Company shall authorize the issuance to all holders
of shares of Common Stock of options, warrants or other rights (howsoever
classified) to subscribe for or purchase shares of Common Stock or of any
other subscription rights or warrants; or

                  (b) the Company shall authorize the distribution to all
holders of shares of Common Stock of evidences of its indebtedness or assets
(other than cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends payable in shares of Common Stock or
distributions referred to in Section 12(a)); or

                  (c) of any Fundamental Transaction or a tender offer or
exchange offer for shares of Common Stock; or


                                      21





                  (d) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company; or

                  (e) the Company proposes to take any action (other than
actions of the character described in Section 12(a)) which would require an
adjustment of the Exercise Price pursuant to Section 12;

                  then, in each case, the Company shall cause to be delivered
to the Warrant Agent and shall cause to be given to each of the registered
holders of the Warrant Certificates at his address appearing on the Warrant
register, at least 20 days (or 10 days in any case specified in clauses (a) or
(b) above) prior to the applicable record date hereinafter specified, or
promptly in the case of events for which there is no record date, by
first-class mail, postage prepaid, a written notice stating (i) the date as of
which the holders of record of shares of Common Stock to be entitled to
receive any such rights, options, warrants or distribution are to be
determined or (ii) the initial expiration date set forth in any tender offer
or exchange offer for shares of Common Stock or (iii) the date on which any
such consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up is expected to become effective or consummated, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange such shares for securities or other property, if any,
deliverable upon such reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up. The failure to give the
notice required by this Section 15 or any defect therein shall not affect the
legality or validity of any distribution, right, option, warrant,
consolidation, merger, conveyance, transfer, lease, dissolution, liquidation
or winding up, or the vote upon any action.

                  Nothing contained in this Warrant Agreement or in any of the
Warrant Certificates shall be construed as conferring upon the holders thereof
the right to vote or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of Directors of the
Company or any other matter, or any rights whatsoever as stockholders of the
Company.

                  SECTION 16. Merger, Consolidation or Change of Name of
Warrant Agent. Any person into which the Warrant Agent may be merged or
converted or with which it may be consolidated, or any person resulting from
any merger, conversion or consolidation to which the Warrant Agent shall be a
party, or any person succeeding to all or substantially all of the corporate
trust or agency business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto. If, at the time such
successor to the Warrant Agent by merger or consolidation succeeds to the
agency created by this Warrant Agreement, any of the Warrant Certificates
shall have been countersigned but not delivered, any such successor to the
Warrant Agent may adopt the countersignature of the original Warrant Agent;
and if, at that time any of the Warrant Certificates shall not have

                                      22





been countersigned, any such successor to the Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent
or in the name of the successor to the Warrant Agent; and in all such cases
such Warrant Certificates shall have the full force and effect provided in the
Warrant Certificates in this Warrant Agreement.

                  SECTION 17. Warrant Agent. The Warrant Agent undertakes the
duties and obligations imposed by this Warrant Agreement upon the following
terms and conditions, by all of which the Company and the holders of Warrants,
by their acceptance thereof, shall be bound:

                  (a) The statements contained herein and in the Warrant
         Certificates shall be taken as statements of the Company. The Warrant
         Agent assumes no responsibility for the correctness of any of the
         same except such as describe the Warrant Agent or action taken or to
         be taken by it. The Warrant Agent assumes no responsibility with
         respect to the distribution of the Warrant Certificates except as
         herein otherwise provided.

                  (b) The Warrant Agent shall not be responsible for any
         failure of the Company to comply with any of the covenants contained
         in this Warrant Agreement or in the Warrant Certificates to be
         complied with by the Company.

                  (c) The Warrant Agent may consult at any time with counsel
         satisfactory to it (who may be counsel for the Company) and the
         Warrant Agent shall incur no liability or responsibility to the
         Company or to any holder of any Warrant Certificate in respect of any
         action taken, suffered or omitted by it hereunder in good faith and
         in accordance with the opinion or the advice of such counsel.

                  (d) The Warrant Agent shall incur no liability or
         responsibility to the Company or to any holder of any Warrant
         Certificate for any action taken in reliance on any Warrant
         Certificate, certificate of shares, notice, resolution, waiver,
         consent, order, certificate, or other paper, document or instrument
         believed by it to be genuine and to have been signed, sent or
         presented by the proper party or parties. The Warrant Agent shall not
         be bound by any notice or demand, or any waiver, modification,
         termination or revision of this Warrant Agreement or any of the terms
         hereof, unless evidenced by a writing between the Company and the
         Warrant Agent.

                  (e) The Company agrees to pay to the Warrant Agent
         reasonable compensation for all services rendered by the Warrant
         Agent in the execution of this Warrant Agreement, to reimburse the
         Warrant Agent for all expenses (including reasonable counsel fees),
         taxes (including withholding taxes) and governmental charges and
         other charges of any kind and nature actually

                                      23





         incurred by the Warrant Agent in the execution, delivery and
         performance of its responsibilities under this Warrant Agreement and
         to indemnify the Warrant Agent and save it harmless against any and
         all liabilities, including judgments, costs and counsel fees, for
         anything done or omitted by the Warrant Agent in the execution,
         delivery and performance of its responsibilities under this Warrant
         Agreement except as a result of its gross negligence, bad faith or
         willful misconduct.

                  (f) The Warrant Agent, shall be under no obligation to
         institute any action, suit or legal proceeding or to take any other
         action likely to involve expense unless the Company or one or more
         registered holders of Warrant Certificates shall furnish the Warrant
         Agent with reasonable security and indemnity for any costs and
         expenses which may be incurred, but this provision shall not affect
         the power of the Warrant Agent to take such action as it may consider
         proper, whether with or without any such security or indemnity. All
         rights of action under this Warrant Agreement or under any of the
         Warrants may be enforced by the Warrant Agent without the possession
         of any of the Warrant Certificates or the production thereof at any
         trial or other proceeding relative thereto, and any such action, suit
         or proceeding instituted by the Warrant Agent shall be brought in its
         name as Warrant Agent and any recovery of judgment shall be for the
         ratable benefit of the registered holders of the Warrants, as their
         respective rights or interests may appear.

                  (g) Except as required by applicable law, the Warrant Agent,
         and any stockholder, director, officer or employee of the Warrant
         Agent, may buy, sell or deal in any of the Warrants or other
         securities of the Company or become pecuniarily interested in any
         transaction in which the Company may be interested, or contract with
         or lend money to the Company or otherwise act as fully and freely as
         though it were not Warrant Agent under this Warrant Agreement.
         Nothing herein shall preclude the Warrant Agent from acting in any
         other capacity for the Company or for any other legal entity.

                  (h) The Warrant Agent shall act hereunder solely as agent
         for the Company, and its duties shall be determined solely by the
         express provisions hereof. The Warrant Agent shall not be liable for
         anything which it may do or refrain from doing in connection with
         this Warrant Agreement, except for its own gross negligence, bad
         faith or willful misconduct; provided that in no event shall the
         Warrant Agent be liable for special, indirect or consequential loss
         or damage of any kind whatsoever (including but not limited to lost
         profits), even if the Warrant Agent has been advised of the
         likelihood of such loss or damage and regardless of the form of
         action.

                  (i) The Warrant Agent shall not at any time be under any
         duty or responsibility to any holder of any Warrant Certificate to
         make or cause to be

                                      24





         made any adjustment of the Exercise Price or number of the Warrant
         Shares or other securities or property deliverable as provided in
         this Warrant Agreement, or to determine whether any facts exist which
         may require any of such adjustments, or with respect to the nature or
         extent of any such adjustments, when made, or with respect to the
         method employed in making the same. The Warrant Agent shall not be
         accountable with respect to the validity or value or the kind or
         amount of any Warrant Shares or of any securities or property which
         may at any time be issued or delivered upon the exercise of any
         Warrant or with respect to whether any such Warrant Shares or other
         securities will when issued be validly issued and fully paid and
         nonassessable, and makes no representation with respect thereto.

                  SECTION 18. Expenses. All expenses incident to the Company's
performance of or compliance with this Warrant Agreement will be borne by the
Company, including without limitation: (i) all expenses of printing Warrant
Certificates; (ii) messenger and delivery services and telephone calls; (iii)
all fees and disbursements of counsel for the Company; (iv) all fees and
disbursements of independent certified public accountants or knowledgeable
experts selected by the Company; and (v) the Company's internal expenses
(including, without limitation, all salaries and expenses of their officers
and employees performing legal or accounting duties).

                  SECTION 19. Change of Warrant Agent. If the Warrant Agent
shall become incapable of acting as Warrant Agent or shall resign as provided
below, the Company shall appoint a successor to such Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the
Warrant Agent, then the registered holder of any Warrant Certificate may apply
to any court of competent jurisdiction for the appointment of a successor to
the Warrant Agent. Pending appointment of a successor to such Warrant Agent,
either by the Company or by such a court, the duties of the Warrant Agent
shall be carried out by the Company. The registered holders of a majority of
the unexercised Warrants shall be entitled at any time to remove the Warrant
Agent for cause and appoint a successor to such Warrant Agent. Such successor
to the Warrant Agent need not be approved by the Company or the former Warrant
Agent. After appointment, the successor to the Warrant Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed; but the former
Warrant Agent shall deliver and transfer to the successor to the Warrant Agent
any property at the time held by it hereunder and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Failure
to give any notice provided for in this Section 19, however, or any defect
therein, shall not affect the legality or validity of the appointment of a
successor to the Warrant Agent.

                  The Warrant Agent may resign at any time and be discharged
from the obligations hereby created by so notifying the Company in writing at
least 30 days in

                                      25





advance of the proposed effective date of its resignation. If no successor
Warrant Agent accepts the engagement hereunder by such time, the Company shall
act as Warrant Agent.

                  SECTION 20. Notices to the Company and Warrant Agent. Any
notice or demand authorized or permitted by this Warrant Agreement to be given
or made by the Warrant Agent or by the registered holder of any Warrant
Certificate to or on the Company shall be sufficiently given or made when and
if deposited in the mail, first class or registered, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:

                           NTL Incorporated
                           110 East 59th Street
                           26th Floor
                           New York, New York 10022
                           Telephone No.: (212) 906-8440
                           Facsimile No.: (212) 906-8497
                           Attention:  Richard J. Lubasch, Esq.


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

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           Four Times Square
                           New York, New York 10036
                           Facsimile No.: (212) 735-2000
                           Attention:  Thomas H. Kennedy, Esq.

                  Any notice pursuant to this Warrant Agreement to be given by
the Company or by the registered holder(s) of any Warrant Certificate to the
Warrant Agent shall be sufficiently given when and if deposited in the mail,
first-class or registered, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company) to the Warrant
Agent at the Warrant Agent Office as follows:

                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attention:  Compliance Department

                  SECTION 21. Supplements and Amendments. The Company and the
Warrant Agent may from time to time supplement or amend this Warrant Agreement
without the approval of any holders of Warrant Certificates in order to cure
any ambiguity or to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision herein, or to make
any

                                      26





other provisions in regard to matters or questions arising hereunder which the
Company and the Warrant Agent may deem necessary or desirable and which shall
not in any way adversely affect the interests of the holders of Warrant
Certificates. Any amendment or supplement to this Warrant Agreement that has
an adverse effect on the interests of holders shall require the written
consent of registered holders of a majority of the then outstanding Warrants
(excluding Warrants held by the Company or any of its controlled affiliates).
The consent of each holder of a Warrant affected shall be required for any
amendment of this Warrant Agreement pursuant to which the Exercise Price would
be increased or the number of Warrant Shares purchasable upon exercise of
Warrants would be decreased.

                  SECTION 22. Successors. All the covenants and provisions of
this Warrant Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and
assigns hereunder.

                  SECTION 23. Termination. This Warrant Agreement shall
terminate at 5:00 p.m., New York City time, on the Expiration Date.
Notwithstanding the foregoing, this Warrant Agreement will terminate on such
earlier date on which all outstanding Warrants have been exercised. The
provisions of Section 17 shall survive such termination.

                  SECTION 24. Governing Law; Jurisdiction. This Warrant
Agreement and each Warrant Certificate issued hereunder shall be deemed to be
a contract made under the laws of the State of New York and for all purposes
shall be governed by and construed in accordance with the internal laws of
said State. The parties hereto irrevocably consent to the jurisdiction of the
courts of the State of New York and any federal court located in such state in
connection with any action, suit or proceeding arising out of or relating to
this Warrant Agreement.

                  SECTION 25. Benefits of this Warrant Agreement. Nothing in
this Warrant Agreement shall be construed to give to any person other than the
Company, the Warrant Agent and the registered holders of the Warrant
Certificates any legal or equitable right, remedy or claim under this Warrant
Agreement; but this Warrant Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the registered holders of the
Warrant Certificates.

                  SECTION 26. Counterparts. This Warrant Agreement may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

                  SECTION 27. Further Assurances. From time to time on and
after the date hereof, the Company shall deliver or cause to be delivered to
the Warrant Agent such further documents and instruments and shall do and
cause to be done such further acts as the Warrant Agent shall reasonably
request (it being understood

                                      27





that the Warrant Agent shall have no obligation to make such request) to carry
out more effectively the provisions and purposes of this Warrant Agreement, to
evidence compliance herewith or to assure itself that it is protected
hereunder.

                  SECTION 28. Entire Agreement. This Warrant Agreement and the
Warrant Certificate constitute the entire agreement of the Company, the
Warrant Agent and the registered holders of the Warrant Certificates with
respect to the subject matter hereof and supersedes all prior agreements and
undertakings, both written and oral, among the Company, the Warrant Agent and
the registered holders of the Warrant Certificates with respect to the subject
matter hereof.

                                      28





                  IN WITNESS WHEREOF, the parties hereto have caused this
Warrant Agreement to be duly executed, as of the day and year first above
written.


                                      NTL INCORPORATED, as the Company

                                          /s/ Richard J. Lubasch
                                      By:--------------------------
                                           Name:  Richard J. Lubasch
                                           Title: Executive Vice President,
                                                  General Counsel and
                                                  Secretary



                                      CONTINENTAL STOCK TRANSFER & TRUST
                                      COMPANY, as Warrant Agent

                                         /s/ William F. Seegraber
                                      By:--------------------------
                                           Name: William F. Seegraber
                                           Title:Vice President


                                      29





                                                                     EXHIBIT A

                          Form of Warrant Certificate
                         [Face of Warrant Certificate]

           EXERCISABLE ON OR AFTER THE DATE OF THIS CERTIFICATE AND
        PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 10, 2011 AND
                  ONLY IF COUNTERSIGNED BY THE WARRANT AGENT

                               NTL INCORPORATED
             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

No. NIW _____                  CUSIP No. 62940M 13 8       __________ Warrants

                               SERIES A WARRANTS

     This certifies that  __________________________,  or registered assigns, is
the registered  holder of ____________  Series A warrants (the  "Warrants"),  to
purchase  shares of common  stock,  par value  $0.01 per  share,  together  with
associated  preferred  stock  purchase  rights  (the  "Common  Stock"),  of  NTL
Incorporated,  a Delaware corporation (the "Company"). Each Warrant entitles the
holder  upon  exercise  at any  time  on or  after  the  date  of  this  Warrant
Certificate  and prior to 5:00 p.m.,  New York City Time, on January 10, 2011 to
receive from the Company one fully paid and nonassessable  share of Common Stock
(each a "Warrant  Share") for each  Warrant at the initial  exercise  price (the
"Exercise  Price") of $309.88 per share payable (i) in United States  dollars or
(ii) by certified or official bank check for United States  Dollars made payable
to the order of "NTL Incorporated". In lieu of payment of the aggregate Exercise
Price as aforesaid  and subject to  applicable  law, the holder of a Warrant may
request the  payment by the Company of the  "Spread",  which  shall,  subject to
Section 14 of the Series A Warrant  Agreement,  dated as of January 10, 2003, by
and between  the Company and  Continental  Stock  Transfer & Trust  Company,  as
Warrant  Agent  (the  "Warrant  Agreement"),  be  delivered  by the  Company  by
delivering  to such  Warrant  holder a number of shares of Common Stock equal to
(a)(i) the product of (x) the current market price per share of Common Stock (as
of the date of receipt of the  request to the  Company),  multiplied  by (y) the
number of Warrant Shares underlying the Warrants being exercised, minus (ii) the
product  of (x) the  Exercise  Price,  multiplied  by (y) the  number of Warrant
Shares  underlying  the  Warrants  being  exercised,  divided by (b) the current
market price per share of Common Stock (as of the date of receipt of the request
to the Company).  The Exercise Price and number of Warrant Shares  issuable upon
exercise  of the  Warrants  are subject to  adjustment  upon the  occurrence  of
certain events set forth in the Warrant  Agreement.  No Warrant may be exercised
after 5:00 p.m.,  New York City Time, on January 10, 2011, and to the extent not
exercised by such time such Warrants shall become void. This Warrant Certificate
shall not be valid unless  countersigned  by the Warrant Agent,  as such term is
used in the Warrant  Agreement.  Reference is made to the further  provisions of
this  Warrant  Certificate  set  forth  on the  reverse  hereof,  which  further
provisions shall for all purposes have the same effect as though fully set forth
at this place.  This  Warrant  Certificate  shall be governed  and  construed in
accordance with the internal laws of the State of New York.

         IN WITNESS WHEREOF, NTL Incorporated has caused this Warrant
Certificate to be signed by the undersigned President and the undersigned
Secretary of the Company and has caused its corporate seal to be imprinted
hereon.

Dated:
NTL INCORPORATED
[Corporate Seal]

By:
- ----------------------------------              -------------------------------
President                                       Secretary

Countersigned:                                                   (seal)
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
JERSEY CITY, NJ
TRANSFER AGENT AND REGISTRAR

By:
- ----------------------------------
Authorized Officer

                                      A-1





                       [Reverse of Warrant Certificate]

                      NTL INCORPORATED (SERIES A WARRANT)

                  By accepting a Warrant Certificate, each holder shall be
bound by all of the terms and provisions of the Warrant Agreement (a copy of
which is available on request to the Secretary of the Company) and any
amendments thereto as fully and effectively as if such holder had signed the
same.

                  The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants by the Company expiring at 5:00 p.m.,
New York City Time, on January 10, 2011, entitling the holder upon proper
exercise to receive shares of Common Stock and are issued or to be issued
pursuant to the Warrant Agreement, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the
Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants.

                  The holder of the Warrants evidenced by this Warrant
Certificate may exercise them by surrendering this Warrant Certificate, with
the form of election to purchase set forth below on this Warrant Certificate
properly completed and executed, together with payment of the aggregate
Exercise Price in accordance with the provisions set forth on the face of this
Warrant Certificate. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, there shall be issued to the holder hereof or his
assignee a new Warrant Certificate evidencing the number of Warrants not
exercised.

                  The Warrant Agreement provides that upon the occurrence of
certain events the Exercise Price and the number of shares of Common Stock
issuable upon exercise of this Warrant, in each case, set forth on the face
hereof may, subject to certain conditions, be adjusted. If the Exercise Price
is adjusted, the Warrant Agreement provides that the number of shares of
Common Stock issuable upon the exercise of each Warrant may be adjusted. No
fractions of a share of Common Stock will be issued upon the exercise of any
Warrant, but the Company will pay the cash value in lieu thereof determined as
provided in the Warrant Agreement.

                  Warrant Certificates, when surrendered at the principal
corporate trust office of the Warrant Agent by the registered holder thereof
in person or by legal representative or attorney duly authorized in writing,
may be exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor evidencing in the
aggregate a like number of Warrants.

                  Upon due presentation for registration of transfer of this
Warrant Certificate at the principal corporate trust office of the Warrant
Agent a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like

                                      A-2





number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) hereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Neither
the Warrants nor this Warrant Certificate entitles any holder hereof to any
rights of a stockholder of the Company.

                  The Warrant Agreement permits, with certain exceptions
therein provided, the supplementing or amendment thereof at any time by the
Company and the Warrant Agent with the written consent of registered holders
of a majority of the then outstanding Warrants (excluding Warrants held by the
Company or any of its controlled affiliates). Any such consent by or on behalf
of a holder of a Warrant shall be conclusive and binding upon such holder and
upon all future holders of this Warrant and any Warrant issued upon the
registration of transfer thereof or in exchange thereof whether or not
notation of such consent is made upon such Warrant or any other Warrant.

                  THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE
WARRANTS REPRESENTED BY THIS CERTIFICATE ARE ACCOMPANIED BY CERTAIN RIGHTS AS
SET FORTH IN THE RIGHTS AGREEMENT BY AND BETWEEN THE COMPANY AND CONTINENTAL
STOCK TRANSFER & TRUST COMPANY (THE "RIGHTS AGENT"), DATED AS OF JANUARY 10,
2003 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF
THE COMPANY. THE COMPANY WILL MAIL TO THE HOLDER OF THIS WARRANT CERTIFICATE A
COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT
CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR TO THE SECRETARY
OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY
ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

                                      A-3





                              Form of Assignment

                 [Form of Assignment to be Executed if Holder
                Desires to Transfer Warrants Evidenced Hereby]

                                  ASSIGNMENT
     (To Be Executed by the Registered Holder in Order to Assign Warrants)

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto ------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

- ------------------------------------------------------------------------
 (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitutes and appoints
________________________________________________________________ Attorney to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.


Dated:__________, ____     ________________________________________________
                                             Signature(s)*

                           ------------------------------------------------

                           ------------------------------------------------
                           (Social Security or Taxpayer Identification Number)




- ---------------------
Signature(s) Guaranteed*





                                      A-4




                         Form of Election to Purchase
                   [To Be Executed Upon Exercise Of Warrant]

                              NOTICE OF EXERCISE
    (To Be Executed by the Registered Holder in Order to Exercise Warrants)

                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive shares of Common
Stock and herewith tenders payment for such shares to the order of NTL
Incorporated in the amount of $309.88 per share of Common Stock (subject to
adjustment) in accordance with the terms of the Warrant Agreement, in cash or
by certified or official bank check made payable to the order of the Company.


                         REQUEST FOR PAYMENT OF SPREAD

     o   Please check if the undersigned, in lieu of tendering the cash
         payment, as aforesaid, hereby requests the payment of the "Spread"
         within the meaning of Section 7 of the Warrant Agreement.
- ------------------------------------------------------------------------

                  The undersigned requests that a certificate for such shares
be registered in the name of:
- ------------------------------------------------------------------------
                                       PLEASE INSERT SOCIAL SECURITY
                                       OR OTHER IDENTIFYING NUMBER
and be delivered to:  _______________________________________________________
            (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE)

________________________________________________________________________
and, if such number of Warrants shall not be all the Warrants
evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of, and delivered to, the
Registered Holder at the address stated below:

- ------------------------------------------------------------------------
                                      (PLEASE PRINT OR TYPE ADDRESS)

Dated:__________, ____      ________________________________________________
                                               Signature(s)*

                            ------------------------------------------------

                            ------------------------------------------------
                           (Social Security or Taxpayer Identification Number)


- ---------------------
Signature(s) Guaranteed*

* THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
MUST BEAR A SIGNATURE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION" AS
DEFINED IN RULE 17Ad-15(2) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.

                                      A-5

EX-99

                                                                   EXHIBIT 4
















                               RIGHTS AGREEMENT



                          Dated as of January 10, 2003



                                By and between



                               NTL INCORPORATED

                                      and

                  CONTINENTAL STOCK TRANSFER & TRUST COMPANY








                               TABLE OF CONTENTS

                                                                          Page


Section 1.        Certain
                  Definitions...............................................1


Section 2.        Appointment of Rights
                  Agent.....................................................9


Section 3.        Issuance of Rights
                  Certificates..............................................9


Section 4.        Form of Rights
                  Certificates.............................................11


Section 5.        Countersignature and
                  Registration.............................................12


Section 6.        Transfer, Split-Up, Combination and Exchange of Rights
                  Certificates; Mutilated, Destroyed, Lost or Stolen Rights
                  Certificates.............................................13


Section 7.        Exercise of Rights; Purchase Price; Expiration Date of
                  Rights...................................................14


Section 8.        Cancellation of Rights
                  Certificates.............................................16


Section 9.        Reservation and Availability of Capital
                  Stock....................................................16


Section 10.       Preferred Stock Record
                  Date.....................................................17


Section 11.       Adjustment of Purchase Price, Number and Kind of Shares
                  or Number of Rights......................................18



Section 12.       Certificate of Adjusted Purchase Price or Number of
                  Shares...................................................26


Section 13.       Consolidation, Merger or Sale or Transfer of Assets,
                  Cash Flow or Earning Power...............................27


Section 14.       Fractional Rights and Fractional
                  Shares...................................................29


Section 15.       Rights of
                  Action...................................................31


Section 16.       Agreement of Rights
                  Holders..................................................31


Section 17.       Rights Certificate Holder Not Deemed a
                  Stockholder..............................................32


Section 18.       Concerning the Rights
                  Agent....................................................32


Section 19.       Merger or Consolidation or Change of Name of Rights
                  Agent....................................................33


Section 20.       Duties of Rights
                  Agent....................................................33


Section 21.       Change of Rights
                  Agent....................................................35


Section 22.       Issuance of New Rights
                  Certificates.............................................36


Section 23.       Redemption and
                  Termination..............................................37


Section 24.
                  Exchange.................................................38


Section 25.       Notice of Certain
                  Events...................................................39


Section 26.
                  Notices..................................................40


Section 27.       Supplements and
                  Amendments...............................................41


Section 28.       Successors...............................................41


Section 29.       Determinations and Actions by the Board of Directors of
                  the Company, etc.........................................41


Section 30.       Benefits of this
                  Agreement................................................42


Section 31.       Severability.............................................42


Section 32.       Governing
                  Law......................................................42


Section 33.
                  Counterparts.............................................43


Section 34.       Descriptive
                  Headings.................................................43




                                      ii




                                   EXHIBITS

Exhibit A --      Form of Amended and Restated Certificate of Incorporation
                  of NTL Incorporated

Exhibit B --      Form of Rights Certificate

Exhibit C --      Summary of Rights to Purchase Preferred Stock


                                      iii





                  AGREEMENT, dated as of January 10, 2003 (this "Agreement"), by
and between NTL Incorporated, a Delaware corporation ("NTL" or the "Company"),
and Continental Stock Transfer & Trust Company, a New York corporation (the
"Rights Agent").

                              W I T N E S S E T H

                  WHEREAS, pursuant to the Second Amended Joint Reorganization
Plan of NTL Incorporated ("Old NTL") and Certain Subsidiaries, dated July 15,
2002 and confirmed on September 5, 2002, as may be further amended and
restated from time to time (the "Plan") the businesses and investments of Old
NTL and certain of its subsidiaries were reorganized into two new groups, the
holding company for one of which is the Company;

                  WHEREAS, the issuance of up to 400 million shares of Common
Stock (as defined in Section 1) was authorized by Article IV.C.2.a.i. of the
Plan and the Amended and Restated Certificate of Incorporation of NTL,
substantially in the form attached hereto as Exhibit A (the "Amended and
Restated Certificate of Incorporation");

                  WHEREAS, Old NTL had a stockholder rights plan in effect
prior to the consummation of the Plan;

                  WHEREAS, the Company wishes to implement a stockholder
rights plan for the benefit and protection of the stockholders of the Company;

                  WHEREAS, on January 10, 2003 (the "Rights Dividend Declaration
Date"), the Company authorized and declared a dividend distribution of one
preferred share purchase right (a "Right") (as such number may be hereinafter
adjusted pursuant to Section 11(p) hereof) for each share of Common Stock
outstanding at the Close of Business (as defined in Section 1) on January 10,
2003 (the "Record Date"), each Right initially representing the right to
purchase, upon the terms and subject to the conditions set forth herein, one
one-thousandth (1/1,000) of a share of Preferred Stock (as defined in Section
1), having the rights, powers and preferences set forth in the Amended and
Restated Certificate of Incorporation, upon the terms and subject to the
conditions hereinafter set forth; and

                  WHEREAS, the Company has further authorized and directed the
issuance of one Right with respect to each share of Common Stock that shall
become outstanding (whether originally issued or delivered from the Company's
treasury) after the Record Date and on or prior to the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date (each as
hereinafter defined).

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties, intending to be legally
bound, hereby agree as follows:

                  Section 1 Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:




                  (a) "Acquiring Person" shall mean (x) any Person who or
which, together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding, but shall not include:

                           (i) the Company;

                           (ii) any Subsidiary of the Company;

                           (iii) any Person who would, but for this clause
         (iii), become an Acquiring Person by virtue of acquiring shares of
         Common Stock as a result of participation by such Person and such
         Person's Affiliates and Associates in any dividend reinvestment plan,
         stock option plan or other similar plan or arrangement of the Company
         or its Subsidiaries or Affiliates; provided that such Person,
         including such Person's Affiliates and Associates, does not acquire
         thereafter any additional shares of Common Stock, exclusive of: (x)
         shares of Common Stock acquired by such Person and such Person's
         Affiliates and Associates as a result of stock dividends, stock
         splits, recapitalizations or similar transactions in which the
         Company did not receive any consideration for issuing the shares of
         Common Stock; (y) shares of Common Stock acquired by such Person and
         such Person's Affiliates and Associates as a result of devises,
         bequests and intestate succession; and (z) shares of Common Stock
         acquired by such Person and such Person's Affiliates and Associates
         as a result of participation by such Person and such Person's
         Affiliates and Associates in any dividend reinvestment plan, stock
         option plan or other similar plan or arrangement of the Company or
         its Subsidiaries or Affiliates;

                           (iv) any Person who becomes the Beneficial Owner of
         15% or more of the shares of Common Stock then outstanding as a
         result of a reduction in the number of shares of Common Stock
         outstanding due to the repurchase of shares of Common Stock by the
         Company other than at a time when the Rights are not redeemable,
         unless and until such Person, after becoming aware that such Person
         has become the Beneficial Owner of 15% or more of the then
         outstanding shares of Common Stock, acquires beneficial ownership of
         additional shares of Common Stock representing 1% or more of the
         shares of Common Stock then outstanding;

                           (v) any Person who is the Beneficial Owner of less
         than 20% of the shares of Common Stock then outstanding and has
         reported or is required to report ownership on Schedule 13G under the
         Exchange Act (or any comparable or successor report), or on Schedule
         13D under the Exchange Act (or any comparable or successor report)
         which Schedule 13D does not state any intention to or reserve the
         right to control or influence the management or policies of the
         Company or engage in any of the actions specified in Item 4 of such
         schedule (other than the disposition of the Common Stock) and, within
         10 Business Days of being requested by the Company to advise it
         regarding the same, certifies to the Company that such Person
         acquired shares of Common


                                      2



         Stock in excess of 14.9% inadvertently or without knowledge of the
         terms of the Rights and who or which, together with all Affiliates
         and Associates, thereafter does not acquire additional shares of
         Common Stock (other than as a result of any stock dividend, stock
         split, recapitalization or similar transaction) while the Beneficial
         Owner of 15% or more of the shares of Common Stock then outstanding;
         provided, however, that if the Person requested to so certify fails
         to do so within 10 Business Days, then such Person shall become an
         Acquiring Person immediately after such 10-Business-Day period;

                           (vi) any Person who is an NTL Grandfathered
         Distributee, so long as such Person thereafter does not, while the
         Beneficial Owner of 15% or more of the shares of Common Stock then
         outstanding, acquire additional shares of Common Stock representing
         one percent (1%) or more of the shares of Common Stock then
         outstanding, unless any such acquisition of additional shares is
         pursuant to (A) a stock dividend, stock split, recapitalization or
         similar transaction or (B) a Qualified Offer (as defined in Section
         11(a) (ii) hereof); provided, however, that such Person shall cease
         to be excluded from the definition of Acquiring Person pursuant to
         this clause (vi) at such time, if any, as such Person ceases to be
         the Beneficial Owner of 15% or more of the shares of Common Stock
         then outstanding; or

                           (vii) any Person, who or which together with all
         Affiliates and Associates of such Person becomes the Beneficial Owner
         of 15% or more of the then outstanding shares of Common Stock as a
         result of the acquisition of shares of Common Stock directly from the
         Company in a transaction approved by a majority of the disinterested
         members of the Board of Directors of the Company, other than in a
         transaction contemplated by clause (iii) above; or

               (y) any Person who or which has entered into any agreement
or arrangement with the Company or any Subsidiary of the Company providing for
an Acquisition Transaction at a time when the Rights are not redeemable; or

               (z) any Adverse Person (or any Affiliate or Associate
thereof).

                  (b) "Acquisition Transaction" shall mean (x) a merger,
consolidation or similar transaction involving the Company or any of its
Subsidiaries as a result of which stockholders of the Company shall no longer
own a majority of the outstanding shares of Common Stock of the Company or a
publicly traded entity which controls the Company or, if appropriate, the
entity into which the Company may be merged, consolidated or otherwise
combined (based solely on the shares of Common Stock received or retained by
such stockholders, in their capacity as stockholders of the Company, pursuant
to such transaction), (y) a purchase or other acquisition of all or a
substantial portion of the assets of the Company and its Subsidiaries or (z) a
purchase or other acquisition of securities representing 15% or more of the
shares of Common Stock then outstanding.


                                      3



                  (c) "Act" shall mean the Securities Act of 1933, as amended.

                  (d) "Adjustment Shares" shall have the meaning set forth in
Section 11(a)(ii) hereof.

                  (e) "Adverse Person" shall mean any Person, who (x)(1) alone
or together with its Affiliates and Associates has become the Beneficial Owner
of an amount of shares of Common Stock which a majority of the Board of
Directors of the Company determines to be substantial (which amount shall in
no event be less than 10% of the shares of Common Stock then outstanding), or
(x)(2) is an NTL Grandfathered Distributee as of the Effective Date (as
defined in the Plan), but henceforth fails to satisfy one or more of the
criteria for an NTL Grandfathered Distributee set forth in the Plan as
determined in the sole and absolute discretion of the Board of Directors of
the Company, and (y) with respect to which a majority of the Board of
Directors of the Company has determined after reasonable inquiry and
investigation, including consultation with such Person as such directors shall
deem appropriate, that (a) such beneficial ownership by such Person is
intended to cause the Company to repurchase the shares of Common Stock
beneficially owned by such Person or to cause pressure on the Company to take
action or enter into a transaction or series of transactions intended to
provide such Person with short-term financial gain under circumstances where
the Board of Directors of the Company determines that the best long-term
interests of the Company and its stockholders, would not be served by taking
such action or entering into such transaction or series of transactions at
that time or (b) such beneficial ownership is causing or is reasonably likely
to cause a material adverse impact (including, but not limited to, impairment
of relationships with customers or suppliers, impairment of the Company's
ability to maintain its competitive position, adverse consequences to the
communities in which the Company is located and impairment of the short-term
and long-term interests of the Company (including benefits that may accrue
from the continued independence of the Company) on the business or prospects
of the Company.

                  (f) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.

                  (g) "Agreement" shall have the meaning set forth in the
preamble of this Agreement.

                  (h) "Amended and Restated Certificate of Incorporation"
shall have the meaning set forth in the recitals of this Agreement.

                  (i) A Person shall be deemed the "Beneficial Owner" of, and
shall be deemed to "beneficially own," any securities:

                           (i) which such Person or any of such Person's
         Affiliates or Associates, directly or indirectly, has the right to
         acquire (whether such right is exercisable immediately or only after
         the passage of time) pursuant to any agreement, arrangement or
         understanding (whether or not in writing) or



                                      4



         upon the exercise of conversion rights, exchange rights, other
         rights, warrants or options, or otherwise; provided, however, that a
         Person shall not be deemed the "Beneficial Owner" of, or to
         "beneficially own," (A) securities tendered pursuant to a tender or
         exchange offer made by such Person or any of such Person's Affiliates
         or Associates until such tendered securities are accepted for
         purchase or exchange, (B) securities issuable upon exercise of Rights
         at any time prior to the occurrence of a Triggering Event (as
         hereinafter defined), or (C) securities issuable upon exercise of
         Rights from and after the occurrence of a Triggering Event which
         Rights were acquired by such Person or any of such Person's
         Affiliates or Associates prior to the Distribution Date or pursuant
         to Section 3(a) or Section 22 hereof (the "Original Rights") or
         pursuant to Section 11(i) hereof in connection with an adjustment
         made with respect to any Original Rights;

                           (ii) which such Person or any of such Person's
         Affiliates or Associates, directly or indirectly, has the right to
         vote or dispose of or has "beneficial ownership" of (as determined
         pursuant to Rule 13d-3 of the General Rules and Regulations under the
         Exchange Act), including pursuant to any agreement, arrangement or
         understanding, whether or not in writing; provided, however, that a
         Person shall not be deemed the "Beneficial Owner" of, or to
         "beneficially own," any security under this subparagraph (ii) as a
         result of an agreement, arrangement or understanding to vote such
         security if such agreement, arrangement or understanding: (A) arises
         solely from a revocable proxy given in response to a public proxy or
         consent solicitation made pursuant to, and in accordance with, the
         applicable provisions of the General Rules and Regulations under the
         Exchange Act; (B) is not reportable by such Person on Schedule 13D
         under the Exchange Act (or any comparable or successor report); and
         (C) does not constitute a trust, proxy, power of attorney or other
         device with the purpose or effect of allowing two or more Persons,
         acting in concert, to avoid being deemed "beneficial owners" of such
         security or otherwise avoid becoming an "Acquiring Person" under the
         terms of this Agreement or as part of a plan or scheme to evade the
         reporting requirements under Schedule 13D or Sections 13(d) or 13(g)
         of the Exchange Act; or

                           (iii) which are beneficially owned, directly or
         indirectly, by any other Person (or any Affiliate or Associate
         thereof) with which such Person (or any of such Person's Affiliates
         or Associates) has any agreement, arrangement or understanding
         (whether or not in writing), for the purpose of acquiring, holding,
         voting (except pursuant to a revocable proxy as described in the
         proviso to subparagraph (ii) of this paragraph (i)) or disposing of
         any voting securities of the Company;

provided, however, that nothing in this paragraph (i) shall cause a Person
engaged in business as an underwriter of securities to be the "Beneficial
Owner" of, or to "beneficially own," any securities acquired through such
Person's participation in good faith in a firm commitment underwriting until
the expiration of forty days after the date of such acquisition, and then only
if such securities continue to be owned by such Person at such expiration of
forty days; and provided further, however, that any stockholder of the


                                      5



Company, with Affiliates(s), Associate(s) or other Person(s) who may be deemed
representatives of it serving as director(s) of the Company, shall not be
deemed to "beneficially own" securities held by other Persons as a result of
(i) Affiliates or Associates of such stockholder serving as directors or
taking any action in connection therewith, (ii) discussing the status of its
shares of Common Stock with the Company or other stockholders of the Company
similarly situated (subject to complying with the provisions of the Exchange
Act, including Section 14 thereof and the General Rules and Regulations
promulgated under the Exchange Act), or (iii) voting or acting in a manner
similar to other stockholders similarly situated, absent a finding by the
Board of Directors of the Company of an agreement among such stockholders to
act in concert with one another as stockholders so as to cause, in the good
faith judgment of the Board of Directors of the Company, each such stockholder
to be the Beneficial Owner of the shares of Common Stock held by the other
stockholder(s).

                  Notwithstanding anything in this definition to the contrary,
the phrase "then outstanding," when used in reference to the percentage of
shares of Common Stock beneficially owned by a Person or Persons, shall mean
the number of such securities then issued and outstanding together with the
number of such securities not then actually issued and outstanding which such
Person or Persons would be deemed to own beneficially hereunder.

                  (j) "Business Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

                  (k) "Close of Business" on any given date shall mean 5:00
p.m., New York City time, on such date; provided, however, that if such date
is not a Business Day, it shall mean 5:00 p.m., New York City time, on the
next succeeding Business Day.

                  (l) "Common Stock" shall mean the common stock, par value
$0.01 per share, of the Company, except that "Common Stock" when used with
reference to any Person other than the Company shall mean the capital stock of
such Person with the greatest voting power, or the equity securities or other
equity interest having power to control or direct the management, of such
Person.

                  (m) "Common Stock Equivalents" shall have the meaning set
forth in Section 11(a)(iii) hereof.

                  (n) "Company" shall have the meaning set forth in the
preamble of this Agreement.

                  (o) "Current Market Price" shall have the meaning set forth
in Section 11(d)(i) hereof.

                  (p) "Current Value" shall have the meaning set forth in
Section 11(a)(iii) hereof.


                                      6



                  (q) "Distribution Date" shall have the meaning set forth in
Section 3(a) hereof.

                  (r) "Equivalent Preferred Stock" shall have the meaning set
forth in Section 11(b) hereof.

                  (s) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

                  (t) "Exchange Ratio" shall have the meaning set forth in
Section 24(a) hereof.

                  (u) "Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

                  (v) "Final Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.

                  (w) "NASDAQ" shall have the meaning set forth in Section
11(d)(i) hereof.

                  (x) "NTL" shall have the meaning set forth in the preamble
of this Agreement.

                  (y) "NTL Grandfathered Distributee" includes the following
Person as determined in the sole and absolute discretion of the Company and
the Creditors' Committee (as defined in the Plan) on the Effective Date in
accordance with the terms of the Plan: France Telecom; provided that no Person
shall be eligible to become an NTL Grandfathered Distributee after the
Effective Date.

                  (z) "Old NTL" shall have the meaning set forth in the
recitals of this Agreement.

                  (aa) "Person" shall mean any individual, firm, corporation,
partnership or other entity.

                  (bb) "Plan" shall have the meaning set forth in the recitals
of this Agreement.

                  (cc) "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Stock, par value $0.01 per share, of the Company, and,
to the extent that there are not a sufficient number of shares of Series A
Junior Participating Preferred Stock authorized to permit the full exercise of
the Rights, any other series of preferred stock of the Company designated for
such purpose containing terms substantially similar to the terms of the Series
A Junior Participating Preferred Stock.

                  (dd) "Principal Party" shall have the meaning set forth in
Section 13(b) hereof.


                                      7



                  (ee) "Purchase Date" shall have the meaning set forth in
Section 11(a)(ii) hereof.

                  (ff) "Purchase Price" shall have the meaning set forth in
Section 4(a) hereof.

                  (gg) "Qualified Offer" shall have the meaning set forth in
Section 11(a)(ii) hereof.

                  (hh) "Record Date" shall have the meaning set forth in the
recitals of this Agreement.

                  (ii) "Redemption Price" shall have the meaning set forth in
Section 23(a)(i) hereof.

                  (jj) "Right" shall have the meaning set forth in the
recitals of this Agreement.

                  (kk) "Rights Agent" shall have the meaning set forth in the
preamble of this Agreement.

                  (ll) "Rights Certificate" shall have the meaning set forth
in Section 3(a) hereof.

                  (mm) "Rights Dividend Declaration Date" shall have the
meaning set forth in the recitals of this Agreement.

                  (nn) "Section 11(a)(ii) Event" shall mean any event
described in Section 11(a)(ii) hereof.

                  (oo) "Section 11(a)(ii) Trigger Date" shall have the meaning
set forth in Section 11(a)(ii) hereof.

                  (pp) "Section 13 Event" shall mean any event described in
clauses (x), (y) or (z) of Section 13(a) hereof.

                  (qq) "Spread" shall have the meaning set forth in Section
11(a)(iii) hereof.

                  (rr) "Stock Acquisition Date" shall mean the earlier of (i)
the first date of public announcement (which, for purposes of this definition,
shall include, without limitation, a report filed or amended pursuant to
Section 13(d) or Section 14(d) under the Exchange Act) by the Company or an
Acquiring Person that an Acquiring Person has become such pursuant to clause
(x) of the definition of Acquiring Person other than pursuant to a Qualified
Offer and (ii) the date that an Acquiring Person has become such pursuant to
clause (y) or (z) of the definition of Acquiring Person.


                                      8



                  (ss) "Subsidiary" shall mean, with reference to any Person,
any entity of which an amount of voting securities sufficient to elect at
least a majority of the directors of such corporation is beneficially owned,
directly or indirectly, by such Person, or otherwise controlled by such
Person.

                  (tt) "Substitution Period" shall have the meaning set forth
in Section 11(a)(iii) hereof.

                  (uu) "Summary of Rights" shall have the meaning set forth in
Section 3(b) hereof.

                  (vv) "Trading Day" shall have the meaning set forth in
Section 11(d)(i) hereof.

                  (ww) "Triggering Event" shall mean any Section 11(a)(ii)
Event or any Section 13 Event.

                  All references in this Agreement to acts, laws, rules,
regulations and to forms and schedules thereunder shall be deemed, unless
specifically stated, to be references to such acts, laws, rules, regulations,
forms and schedules as amended (or to successors thereof).

                  Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents
as it may deem necessary or desirable upon 10 days' prior written notice to
the Rights Agent. The Rights Agent shall have no duty to supervise, and shall
in no event be liable for, the acts or omissions of any such co-rights agent.

                  Section 3. Issuance of Rights Certificates.

                  (a) Until the earlier of (i) the Close of Business on the
Stock Acquisition Date and (ii) the Close of Business on the tenth Business
Day (or such later date as the Board of Directors of the Company shall
determine) after the date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant to the
terms of any such plan) is first published or sent or given within the meaning
of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act,
or any successor provision thereto, if upon consummation thereof, such Person
would become an Acquiring Person, in either instance other than pursuant to a
Qualified Offer (the earlier of (i) and (ii) being herein referred to as the
"Distribution Date"), (x) the Rights shall be evidenced (subject to the
provisions of paragraphs (b) and (c) of this Section 3) by the certificates
for the Common Stock registered in the names of the holders of the Common


                                      9


Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the Rights
shall be transferable only in connection with the transfer of the underlying
shares of Common Stock (including a transfer to the Company). The Company
shall give the Rights Agent prompt written notice of the Distribution Date. As
soon as practicable after the Distribution Date and receipt of written notice
of the Distribution Date from the Company, the Rights Agent shall send, at the
Company's expense, by first-class, insured, postage-prepaid mail, to each
record holder of the Common Stock as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of the
Company, one or more rights certificates, in substantially the form of Exhibit
B hereto (the "Rights Certificates"), evidencing one Right for each share of
Common Stock so held, subject to adjustment as provided herein. In the event
that an adjustment in the number of Rights per share of Common Stock has been
made pursuant to Section 11(p) hereof, at the time of distribution of the
Rights Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that Rights
Certificates representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. As of and after the
Distribution Date, the Rights shall be evidenced solely by such Rights
Certificates.

                  (b) The Company shall make available, as promptly as
practicable following the Record Date, a copy of a Summary of Rights to
Purchase Preferred Stock, in substantially the form attached hereto as Exhibit
C (as may be amended, the "Summary of Rights") to any holder of Rights who may
so request from time to time prior to the Expiration Date. With respect to
certificates for the Common Stock outstanding as of the Record Date, or issued
subsequent to the Record Date but prior to the earlier of the Distribution
Date and the Expiration Date, the Rights shall be evidenced by such
certificates for the Common Stock and the registered holders of the Common
Stock shall also be the registered holders of the associated Rights. Until the
earlier of the Distribution Date and the Expiration Date, the surrender or
transfer of any certificates representing shares of Common Stock in respect of
which Rights have been issued shall also constitute the surrender or transfer
of the Rights associated with such shares of Common Stock.

                  (c) Rights shall be issued in respect of all shares of
Common Stock which are issued (whether originally issued or from the Company's
treasury) after the Record Date but prior to the earlier of the Distribution
Date and the Expiration Date. Certificates representing such shares of Common
Stock shall also be deemed to be certificates for Rights, and shall bear the
following legend if such certificates are issued after the Record Date but
prior to the earlier of the Distribution Date and the Expiration Date:

                  THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER
                  HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS
                  AGREEMENT BETWEEN NTL INCORPORATED (THE "CORPORATION") AND
                  THE RIGHTS AGENT THEREUNDER (THE "RIGHTS AGENT") DATED AS OF
                  JANUARY 10, 2003 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH
                  ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF
                  WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE
                  CORPORATION.

                                      10


                  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN
                  THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY
                  SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY
                  THIS CERTIFICATE. THE CORPORATION WILL MAIL TO THE HOLDER OF
                  THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN
                  EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY
                  AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR TO THE SECRETARY
                  OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN
                  THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY
                  PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY
                  AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN
                  THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON
                  BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY
                  BECOME NULL AND VOID.

With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date and (ii) the Expiration Date, the Rights
associated with the Common Stock represented by such certificates shall be
evidenced by such certificates alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the
transfer of any of such certificates shall also constitute the transfer of the
Rights associated with the Common Stock represented by such certificates.

                  Section 4. Form of Rights Certificates.

                  (a) The Rights Certificates (and the forms of election to
purchase and of assignment to be printed on the reverse thereof) shall each be
substantially in the form set forth in Exhibit B hereto and may have such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required
to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or quotation
system on which the Rights may from time to time be listed or quoted, or to
conform to usage. Subject to the provisions of Section 11 and Section 22
hereof, the Rights Certificates, whenever distributed, shall be dated as of
the Record Date and on their face shall entitle the holders thereof to
purchase such number of one one-thousandth of a share of Preferred Stock as
shall be set forth therein at the price set forth therein (such exercise price
per one one-thousandth of a share, the "Purchase Price"), but the amount and
type of securities purchasable upon the exercise of each Right and the
Purchase Price thereof shall be subject to adjustment as provided herein.

                  (b) Any Rights Certificate issued pursuant to Section 3(a),
Section 11(i) or Section 22 hereof that represents Rights beneficially owned
by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring
Person; (ii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person becomes such;
or (iii) a transferee of an Acquiring Person (or


                                      11



of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or to
any Person with whom such Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors of the Company has determined is part of
a plan, arrangement or understanding which has as a primary purpose or effect
the avoidance of Section 7(e) hereof, and any Rights Certificate issued
pursuant to Section 6 or Section 11 hereof upon transfer, exchange,
replacement or adjustment of any other Rights Certificate referred to in this
sentence, shall contain (to the extent feasible) the following legend:

                  THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
                  WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
                  ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
                  ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
                  AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE
                  RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
                  CIRCUMSTANCES SPECIFIED IN SECTION 7(E) OF THE RIGHTS
                  AGREEMENT.

                  The provisions of Section 7(e) of this Rights Agreement
shall be operative whether or not the foregoing legend is contained in any
such Rights Certificate. The Company shall supply the Rights Agent with such
legended Rights Certificates and shall instruct the Rights Agent accordingly.

                  Section 5. Countersignature and Registration.

                  (a) The Rights Certificates shall be executed on behalf of
the Company by the Chairman of the Board of Directors, the President, the
Chief Financial Officer or any Vice President of the Company, either manually
or by facsimile signature, and shall have affixed thereto the Company's seal
or a facsimile thereof which shall be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by facsimile signature.
The Rights Certificates shall be countersigned by the Rights Agent, either
manually or by facsimile signature and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have
signed any of the Rights Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery
by the Company, such Rights Certificate, nevertheless, may be countersigned by
the Rights Agent and issued and delivered by the Company with the same force
and effect as though the person who signed such Rights Certificate had not
ceased to be such officer of the Company; and any Rights Certificates may be
signed on behalf of the Company by any person who, at the actual date of the
execution of such Rights Certificate, shall be a proper officer of the Company
to sign such Rights Certificate, although at the date of the execution of this
Rights Agreement any such person was not such an officer.


                                      12



                  (b) Following the Distribution Date, the Rights Agent shall
keep, or cause to be kept, at its principal office or offices designated as
the appropriate place for surrender of Rights Certificates upon exercise or
transfer, books for registration and transfer of the Rights Certificates
issued hereunder. Such books shall show the names and addresses of the
respective holders of the Rights Certificates, the number of Rights evidenced
on its face by each of the Rights Certificates and the date of each of the
Rights Certificates.

                  Section 6. Transfer, Split-Up, Combination and Exchange of
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

                  (a) Subject to the provisions of Section 4(b), Section 7(e)
and Section 14 hereof, at any time after the Close of Business on the
Distribution Date, and at or prior to the Close of Business on the Expiration
Date, any Rights Certificate or Certificates (other than Rights Certificates
representing Rights that may have been exchanged pursuant to Section 24
hereof) may be transferred, split up, combined or exchanged for another Rights
Certificate or Certificates, entitling the registered holder to purchase a
like number of one one-thousandths of a share of Preferred Stock (or,
following a Triggering Event, Common Stock, other securities, cash or other
assets, as the case may be) as the Rights Certificate or Certificates
surrendered then entitles such holder (or former holder in the case of a
transfer) to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or Certificates to be transferred, split up, combined or
exchanged at the principal office or offices of the Rights Agent designated
for such purpose. Neither the Rights Agent nor the Company shall be obligated
to take any action whatsoever with respect to the transfer of any such
surrendered Rights Certificate until the registered holder shall have
completed and signed the certificate contained in the form of assignment on
the reverse side of such Rights Certificate and shall have provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e), Section 14 and Section 24 hereof, countersign and deliver to the
Person entitled thereto a Rights Certificate or Rights Certificates, as the
case may be, as so requested. The Company may require payment by the holders
of Rights of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any transfer, split up, combination or exchange
of Rights Certificates.

                  (b) Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them, and
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Rights Certificate, if mutilated, the Company shall execute and deliver a
new Rights Certificate of like tenor to the Rights Agent for countersignature
and delivery to the registered owner in lieu of the Rights Certificate so
lost, stolen, destroyed or mutilated.


                                      13



                  Section 7. Exercise of Rights; Purchase Price; Expiration
Date of Rights.

                  (a) Subject to Section 7(e) hereof, at any time after the
Distribution Date the registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein including,
without limitation, the restrictions on exercisability set forth in Section
9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect to
the total number of one one-thousandths of a share (or other securities, cash
or other assets, as the case may be) as to which such surrendered Rights are
then exercisable, at or prior to the earlier of (i) 5:00 p.m., New York City
time, on January 10, 2013, or such later date as may be established by the Board
of Directors of the Company prior to the expiration of the Rights (such date,
as it may be extended by the Board of Directors of the Company, the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed as provided
in Section 23 hereof (the "Redemption Date"), (iii) the time at which the
Rights are exchanged as provided in Section 24 hereof and (iv) the
consummation of a transaction contemplated by Section 13(d) hereof (the
earlier of (i), (ii), (iii) and (iv) being herein referred to as the
"Expiration Date").

                  (b) The Purchase Price for each one one-thousandth of a
share of Preferred Stock pursuant to the exercise of a Right initially shall
be $[ ](1), shall be subject to adjustment from time to time as provided in
Section 11 and Section 13(a) hereof and shall be payable in lawful money of
the United States of America in accordance with paragraph (c) below.

                  (c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the certificate
duly executed, accompanied by payment, with respect to each Right so
exercised, of the Purchase Price per one one-thousandth of a share of
Preferred Stock (or other shares, securities, cash or other assets, as the
case may be) to be purchased as set forth below and an amount equal to any
applicable transfer tax, the Rights Agent shall, subject to Section 20(k)
hereof, thereupon promptly (i) (A) requisition from any transfer agent of the
shares of Preferred Stock (or make available, if the Rights Agent is the
transfer agent for such shares) certificates for the total number of one
one-thousandths of a share of Preferred Stock to be purchased, and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests or (B) if the Company shall have elected to deposit the total number
of shares of Preferred Stock issuable upon exercise of the Rights hereunder
with a depositary agent, requisition from the depositary agent depositary
receipts representing such number of one one-thousandths of a share of
Preferred Stock as are to

- --------

(1)   An amount equal to the product of (x) a multiple determined by the Board
of Directors of the Company and (y) (1) the Current Market Price of the Common
Stock post-consummation as determined pursuant to Section 11(d)(i) of the
Agreement (assuming the calculation is being made for purposes of Section
11(a)(iii) of the Agreement) or (y)(2) a value per share of Common Stock as
determined in the good faith judgment of the Board of Directors of the
Company.


                                      14



be purchased (in which case certificates for the shares of Preferred Stock
represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company shall direct the depositary agent to comply
with such request, (ii) requisition from the Company the amount of cash, if
any, to be paid in lieu of fractional shares in accordance with Section 14
hereof, (iii) after receipt of such certificates or depositary receipts, cause
the same to be delivered to or, upon the order of the registered holder of
such Rights Certificate, registered in such name or names as may be designated
by such holder and (iv) after receipt thereof, deliver such cash, if any, to
or upon the order of the registered holder of such Rights Certificate. The
payment of the Purchase Price (as such amount may be reduced pursuant to
Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or
bank draft payable to the order of the Company. In the event that the Company
is obligated to issue other securities (including Common Stock) of the
Company, pay cash and/or distribute other property pursuant to Section 11(a)
hereof, the Company shall make all arrangements necessary so that such other
securities, cash and/or other property are available for distribution by the
Rights Agent, if and when appropriate. The Company reserves the right to
require prior to the occurrence of a Triggering Event that, upon any exercise
of Rights, a number of Rights be exercised so that only whole shares of
Preferred Stock would be issued.

                  (d) In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing the Rights remaining unexercised shall be issued by the
Rights Agent and delivered to, or upon the order of, the registered holder of
such Rights Certificate, registered in such name or names as may be designated
by such holder, subject to the provisions of Section 14 hereof.

                  (e) Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section 11(a)(ii) Event,
any Rights beneficially owned by (i) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or to
any Person with whom the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors of the Company has determined is part of
a plan, arrangement or understanding which has as a primary purpose or effect
the avoidance of this Section 7(e), shall become null and void without any
further action and no holder of such Rights shall have any rights whatsoever
with respect to such Rights, whether under any provision of this Agreement or
otherwise. The Company shall use all reasonable efforts to insure that the
provisions of this Section 7(e) and Section 4(b) hereof are complied with, but
shall have no liability to any holder of Rights Certificates or any other
Person as a result of its failure to make any determinations with respect to
an Acquiring Person or any of its Affiliates, Associates or transferees
hereunder.


                                      15



                  (f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence
of any purported exercise as set forth in this Section 7 unless such
registered holder shall have (i) completed and signed the certificate
contained in the form of election to purchase set forth on the reverse side of
the Rights Certificate surrendered for such exercise and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request.

                  Section 8. Cancellation of Rights Certificates. All Rights
Certificates surrendered for the purpose of exercise, transfer, split-up,
combination or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no
Rights Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement. The Company shall
deliver to the Rights Agent for cancellation and retirement, and the Rights
Agent shall so cancel and retire, any other Rights Certificate purchased or
acquired by the Company otherwise than upon the exercise thereof. The Rights
Agent shall deliver all cancelled Rights Certificates to the Company, or
shall, at the written request of the Company, destroy such cancelled Rights
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

                  Section 9. Reservation and Availability of Capital Stock.

                  (a) The Company covenants and agrees that it shall cause to
be reserved and kept available out of its authorized and unissued shares of
Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event,
out of its authorized and unissued shares of Common Stock and/or other
securities or out of its authorized and issued shares held in its treasury),
the number of shares of Preferred Stock (and, following the occurrence of a
Section 11(a)(ii) Event, Common Stock and/or other securities) that, as
provided in this Agreement, including Section 11(a)(iii) hereof, shall be
sufficient to permit the exercise in full of all outstanding Rights.

                  (b) So long as the shares of Preferred Stock (and, following
the occurrence of a Section 11(a)(ii) Event, Common Stock and/or other
securities) issuable and deliverable upon the exercise of the Rights may be
listed on any national securities exchange or automated quotation system, the
Company shall use its best efforts to cause, from and after such time as the
Rights become exercisable, all shares reserved for such issuance to be listed
on such exchange or automated quotation system upon official notice of
issuance upon such exercise.

                  (c) The Company shall use its best efforts to (i) file, as
soon as practicable following the earliest date after the first occurrence of
a Section 11(a)(ii) Event on which the consideration to be delivered by the
Company upon exercise of the Rights has been determined in accordance with
Section 11(a)(iii) hereof, a registration statement under the Act, with
respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective



                                      16



as soon as practicable after such filing and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Act) until the earlier of (A) the date as of which the
Rights are no longer exercisable for such securities and (B) the date of the
expiration of the Rights. The Company shall also take such action as may be
appropriate under, or to ensure compliance with, the securities or "blue sky"
laws of the various states in connection with the exercisability of the
Rights. The Company may temporarily suspend, for a period of time not to
exceed 90 days after the date set forth in clause (i) of the first sentence of
this Section 9(c), the exercisability of the Rights in order to prepare and
file such registration statement and permit it to become effective. Upon any
such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended, as well as a
public announcement at such time as the suspension has been rescinded, in each
case with written notice to the Rights Agent. In addition, if the Company
shall determine that a registration statement is required following the
Distribution Date, the Company may temporarily suspend the exercisability of
the Rights until such time as a registration statement has been declared
effective. Notwithstanding any provision of this Agreement to the contrary,
the Rights shall not be exercisable in any jurisdiction if the requisite
qualification in such jurisdiction shall not have been obtained, the exercise
thereof shall not be permitted under applicable law, or a registration
statement shall not have been declared effective.

                  (d) The Company covenants and agrees that it shall take all
such action as may be necessary to ensure that all one one-thousandths of a
share of Preferred Stock (and, following the occurrence of a Section 11(a)(ii)
Event, Common Stock and/or other securities) delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such shares (subject to
payment of the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable.

                  (e) The Company further covenants and agrees that it shall
pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or delivery of the
Rights Certificates and of any certificates for a number of one
one-thousandths of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) upon the exercise of Rights. The Company shall
not, however, be required to pay any transfer tax which may be payable in
respect of any transfer or delivery of Rights Certificates to a Person other
than, or the issuance or delivery of a number of one one-thousandths of a
share of Preferred Stock (or Common Stock and/or other securities, as the case
may be) in respect of a name other than that of the registered holder of the
Rights Certificates evidencing Rights surrendered for exercise or to issue or
deliver any certificates for a number of one one-thousandths of a share of
Preferred Stock (or Common Stock and/or other securities, as the case may be)
in a name other than that of the registered holder upon the exercise of any
Rights until such tax shall have been paid (any such tax being payable by the
holder of such Rights Certificates at the time of surrender) or until it has
been established to the Company's satisfaction that no such tax is due.

                  Section 10. Preferred Stock Record Date. Each Person in
whose name any certificate for a number of one one-thousandths of a share of
Preferred Stock (or



                                      17



Common Stock and/or other securities, as the case may be) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder
of record of such fractional shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and all applicable transfer taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the Preferred Stock
(or Common Stock and/or other securities, as the case may be) transfer books
of the Company are closed, such Person shall be deemed to have become the
record holder of such shares (fractional or otherwise) on, and such
certificate shall be dated, the next succeeding Business Day on which the
Preferred Stock (or Common Stock and/or other securities, as the case may be)
transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights Certificate shall not be entitled to
any rights of a stockholder of the Company with respect to shares for which
the Rights shall be exercisable, including, without limitation, the right to
vote, to receive dividends or other distributions or to exercise any
preemptive rights, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein.

                  Section 11. Adjustment of Purchase Price, Number and Kind of
Shares or Number of Rights. The Purchase Price, the number and kind of shares
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

                  (a) (i) In the event the Company shall at any time after the
date of this Agreement (A) declare a dividend on the Preferred Stock payable
in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock,
(C) combine the outstanding Preferred Stock into a smaller number of shares or
(D) issue any shares of its capital stock in a reclassification of the
Preferred Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a) and Section
7(e) hereof, the Purchase Price in effect at the time of the record date for
such dividend or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of Preferred Stock or
capital stock, as the case may be, issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive, upon payment of the Purchase Price then in
effect, the aggregate number and kind of shares of Preferred Stock or capital
stock, as the case may be, which, if such Right had been exercised immediately
prior to such date and at a time when the Preferred Stock transfer books of
the Company were open, such holder would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision, combination
or reclassification; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable
upon exercise of one Right. If an event occurs which would require an
adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the
adjustment provided for in this Section 11(a)(i) shall be in addition to, and
shall be made prior to, any adjustment required pursuant to Section 11(a)(ii)
hereof.


                                      18



                  (ii) In the event any Person shall, at any time after the
Rights Dividend Declaration Date, become an Acquiring Person, unless the event
causing such Person to become an Acquiring Person is a transaction set forth
in Section 13(a) hereof, or is an acquisition of shares of Common Stock
pursuant to a tender offer or an exchange offer for all outstanding shares of
Common Stock at a price and on terms determined by at least a majority of the
members of the Board of Directors of the Company who are not officers of the
Company and who are not Acquiring Persons or Persons who would become
Acquiring Persons as a result of the offer in question or representatives,
nominees, Affiliates or Associates of an Acquiring Person, after receiving
advice from one or more investment banking firms of national standing, to be
(a) at a price which is fair to stockholders and not inadequate (taking into
account all factors which such members of the Board of Directors of the
Company deem relevant, including, without limitation, prices which could
reasonably be achieved if the Company or its assets were sold on an orderly
basis designed to realize maximum value), and (b) otherwise in the best
interests of the Company and its stockholders (a "Qualified Offer"), then,
promptly following the occurrence of such event, proper provision shall be
made so that each holder of a Right (except as provided below and in Section
7(e) hereof) shall, for a period of 90 days after the later of (x) the date of
occurrence of any such event or (y) the effective date of a registration
statement under the Act on an appropriate form pursuant to Section 9(c) hereof
(the date determined pursuant to (x) and (y) above shall be referred to as the
"Purchase Date"), have the right to receive, upon exercise thereof at the then
current Purchase Price in accordance with the terms of this Agreement, in lieu
of a number of one one-thousandths of a share of Preferred Stock, such number
of shares of Common Stock of the Company as shall equal the result obtained by
(x) multiplying the then current Purchase Price by the then number of one
one-thousandths of a share of Preferred Stock for which a Right was
exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event and (y) dividing that product (which, following such first occurrence,
shall thereafter be referred to as the "Purchase Price" for each Right and for
all purposes of this Agreement) by 50% of the Current Market Price (determined
pursuant to Section 11(d) hereof) per share of Common Stock on the date of
such first occurrence (such number of shares, the "Adjustment Shares"). On or
immediately prior to the Purchase Date, the Company shall disseminate a press
release (and file such press release as an exhibit to a Current Report on Form
8-K (or the successor report thereto) setting forth in plain, understandable
terms the timing, mechanics and other material matters relating to the
occurrence of a Section 11(a)(ii) Event.

                  (iii) In the event that the number of treasury shares and
the number of shares of Common Stock which is authorized by the Amended and
Restated Certificate of Incorporation, but not outstanding or reserved for
issuance for purposes other than upon exercise of the Rights, is not
sufficient to permit the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii) of this Section 11(a), the Company shall (A)
determine the value of the Adjustment Shares issuable upon the exercise of a
Right (the


                                      19



"Current Value"), and (B) with respect to each Right (subject to Section 7(e)
hereof), make adequate provision to substitute for the Adjustment Shares, upon
the exercise of a Right and payment of the applicable Purchase Price, (1)
cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity
securities of the Company (including, without limitation, shares, or units of
shares, of preferred stock, such as the Preferred Stock, which the Board of
Directors of the Company has deemed to have essentially the same value or
economic rights as shares of Common Stock (such shares of preferred stock
being referred to as "Common Stock Equivalents")), (4) debt securities of the
Company, (5) other assets or (6) any combination of the foregoing, having an
aggregate value equal to the Current Value (less the amount of any reduction
in the Purchase Price), where such aggregate value has been determined by the
Board of Directors of the Company based upon the advice of a nationally
recognized investment banking firm selected by the Board of Directors of the
Company; provided, however, that if the Company shall not have made adequate
provision to deliver value pursuant to clause (B) above within 30 days
following the later of (x) the first occurrence of a Section 11(a)(ii) Event
and (y) the date on which the Company's right of redemption pursuant to
Section 23(a) hereof expires (the later of (x) and (y) being referred to
herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be
obligated to deliver, upon the surrender for exercise of a Right and without
requiring payment of the Purchase Price, shares of Common Stock (to the extent
available) and then, if necessary, cash, which shares and/or cash have an
aggregate value equal to the Spread. For purposes of the preceding sentence,
the term "Spread" shall mean the excess of (i) the Current Value over (ii) the
Purchase Price. If the Board of Directors of the Company determines in good
faith that it is likely that sufficient additional shares of Common Stock
could be authorized for issuance upon exercise in full of the Rights, the
30-day period set forth above may be extended to the extent necessary, but not
more than 90 days after the Section 11(a)(ii) Trigger Date, in order that the
Company may seek stockholder approval for the authorization of such additional
shares (such 30-day period, as it may be extended, is herein called the
"Substitution Period"). To the extent that the Company determines that action
should be taken pursuant to the first and/or third sentences of this Section
11(a)(iii), the Company (1) shall provide, subject to Section 7(e) hereof,
that such action shall apply uniformly to all outstanding Rights and (2) may
suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek such stockholder approval for such
authorization of additional shares and/or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to determine the
value thereof. In the event of any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect. For purposes of this Section 11(a)(iii),
the value of each Adjustment Share shall be the Current Market Price per share
of the Common Stock on the Section 11(a)(ii) Trigger Date and the per share or
per unit value of any Common Stock Equivalent shall be deemed to equal the
Current Market Price per share of the Common Stock on such date.


                                      20



                  (b) In case the Company shall fix a record date for the
issuance of rights (other than the Rights), options or warrants to all holders
of Preferred Stock entitling them to subscribe for or purchase (for a period
expiring within 45 calendar days after such record date) Preferred Stock (or
shares having the same rights, privileges and preferences as the shares of
Preferred Stock ("Equivalent Preferred Stock")) or securities convertible into
Preferred Stock or Equivalent Preferred Stock at a price per share of
Preferred Stock or per share of Equivalent Preferred Stock (or having a
conversion price per share, if a security convertible into Preferred Stock or
Equivalent Preferred Stock) less than the Current Market Price (as determined
pursuant to Section 11(d) hereof) per share of Preferred Stock on such record
date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the number of
shares of Preferred Stock outstanding on such record date, plus the number of
shares of Preferred Stock which the aggregate offering price of the total
number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be
offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such Current Market Price, and
the denominator of which shall be the number of shares of Preferred Stock
outstanding on such record date, plus the number of additional shares of
Preferred Stock and/or Equivalent Preferred Stock to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company to be issued
upon the exercise of one Right. In case such subscription price may be paid by
delivery of consideration, part or all of which may be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent and shall be binding on the Rights
Agent and the holders of the Rights. Shares of Preferred Stock owned by or
held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made successively
whenever such a record date is fixed, and in the event that such rights or
warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

                  (c) In case the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation), cash (other than a regular quarterly
cash dividend out of the earnings or retained earnings of the Company), assets
(other than a dividend payable in Preferred Stock, but including any dividend
payable in stock other than Preferred Stock) or evidences of indebtedness, or
of subscription rights or warrants (excluding those referred to in Section
11(b) hereof), the Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the Current
Market Price (as determined pursuant to Section 11(d) hereof) per share of
Preferred Stock on such record date, less the fair market value (as determined
in good faith by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights


                                      21



Agent and shall be binding on the Rights Agent and the holders of the Rights)
of the portion of the cash, assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to a share
of Preferred Stock, and the denominator of which shall be such Current Market
Price (as determined pursuant to Section 11(d) hereof) per share of Preferred
Stock. Such adjustments shall be made successively whenever such a record date
is fixed, and in the event that such distribution is not so made, the Purchase
Price shall be adjusted to be the Purchase Price which would have been in
effect if such record date had not been fixed.

                  (d) (i) For the purpose of any computation hereunder, other
than computations made pursuant to Section 11(a)(iii) hereof, the "Current
Market Price" per share of Common Stock on any date shall be deemed to be the
average of the daily closing prices per share of such Common Stock for the 30
consecutive Trading Days immediately prior to such date, and for purposes of
computations made pursuant to Section 11(a)(iii) hereof, the Current Market
Price per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such Common Stock for the 10
consecutive Trading Days immediately following such date; provided, however,
that in the event that the Current Market Price per share of the Common Stock
is determined during a period following the announcement by the issuer of such
Common Stock of (A) a dividend or distribution on such Common Stock payable in
shares of such Common Stock or securities convertible into shares of such
Common Stock (other than the Rights), or (B) any subdivision, combination or
reclassification of such Common Stock, and the ex-dividend date for such
dividend or distribution, or the record date for such subdivision, combination
or reclassification shall not have occurred prior to the commencement of the
requisite 30 Trading Day or 10 Trading Day period, as set forth above, then,
and in each such case, the Current Market Price shall be properly adjusted to
take into account ex-dividend trading. The closing price for each day shall be
the last sale price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system
with respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of Common Stock are not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the shares of Common Stock
are listed or admitted to trading or, if the shares of Common Stock are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") or such other
system then in use, or, if on any such date the shares of Common Stock are not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the
Common Stock selected by the Board of Directors of the Company. If on any such
date no market maker is making a market in the Common Stock, the fair value of
such shares on such date as determined in good faith by the Board of Directors
of the Company shall be used. The term "Trading Day" shall mean a day on which
NASDAQ or the principal national securities exchange on which the shares of
Common Stock are not


                                      22



listed or admitted to trading is open for the transaction of business or, if
the shares of Common Stock are not listed or admitted to trading on NASDAQ or
any national securities exchange, a Business Day. If the Common Stock is not
publicly held or not so listed or traded, Current Market Price per share shall
mean the fair value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all
purposes.

                           (ii) For the purpose of any computation hereunder,
         the Current Market Price per share of Preferred Stock shall be
         determined in the same manner as set forth above for the Common Stock
         in clause (i) of this Section 11(d) (other than the last sentence
         thereof). If the Current Market Price per share of Preferred Stock
         cannot be determined in the manner provided above or if the Preferred
         Stock is not publicly held or listed or traded in a manner described
         in clause (i) of this Section 11(d), the Current Market Price per
         share of Preferred Stock shall be conclusively deemed to be an amount
         equal to 1,000 (as such number may be appropriately adjusted for such
         events as stock splits, stock dividends, combinations and
         recapitalizations with respect to the Common Stock occurring after
         the date of this Agreement) multiplied by the Current Market Price
         per share of the Common Stock. If neither the Common Stock nor the
         Preferred Stock is publicly held or so listed or traded, the Current
         Market Price per share of the Preferred Stock shall mean the fair
         value per share as determined in good faith by the Board of Directors
         of the Company, whose determination shall be described in a statement
         filed with the Rights Agent and shall be conclusive for all purposes.

                  (e) Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in the
Purchase Price; provided, however, that any adjustments which by reason of
this Section 11(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 11 shall be made to the nearest cent or to the nearest one-thousandth
of a share of Common Stock or other share or one-millionth of a share of
Preferred Stock, as the case may be. Notwithstanding the first sentence of
this Section 11(e), any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three years from the date of the transaction
which mandates such adjustment and (ii) the Expiration Date.

                  (f) If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any property or securities other
than Preferred Stock, thereafter the number or amount of such other property
or securities so receivable upon exercise of any Right and the Purchase Price
thereof shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i),
(j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof
with respect to the Preferred Stock shall apply on like terms to any such
property or securities.


                                      23



                  (g) All Rights originally issued by the Company subsequent
to any adjustment made to the Purchase Price hereunder shall evidence the
right to purchase, at the adjusted Purchase Price, the number of one
one-thousandths of a share of Preferred Stock purchasable from time to time
hereunder upon exercise of the Rights, all subject to further adjustment as
provided herein.

                  (h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 11(b) and (c) hereof, each Right
outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Purchase Price,
that number of one one-thousandths of a share of Preferred Stock (calculated
to the nearest one-millionth) obtained by (i) multiplying (x) the number of
one one-thousandths of a share covered by a Right immediately prior to this
adjustment, by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

                  (i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in lieu of
any adjustment in the number of one one-thousandths of a share of Preferred
Stock purchasable upon the exercise of a Right. Each of the Rights outstanding
after the adjustment in the number of Rights shall be exercisable for the
number of one one-thousandths of a share of Preferred Stock for which a Right
was exercisable immediately prior to such adjustment. Each Right held of
record prior to such adjustment of the number of Rights shall become that
number of Rights (calculated to the nearest millionth) obtained by dividing
the Purchase Price in effect immediately prior to adjustment of the Purchase
Price by the Purchase Price in effect immediately after adjustment of the
Purchase Price. The Company shall make a public announcement of its election
to adjust the number of Rights, indicating the record date for the adjustment,
and, if known at the time, the amount of the adjustment to be made. This
record date may be the date on which the Purchase Price is adjusted or any day
thereafter, but, if the Rights Certificates have been issued, shall be at
least 10 days later than the date of the public announcement. If Rights
Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of Rights Certificates on such
record date Rights Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be distributed to
such holders of record in substitution and replacement for the Rights
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Rights Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Rights Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein (and may bear, at the
option of the Company, the adjusted Purchase Price) and shall be registered in
the names of the holders of record of Rights Certificates on the record date
specified in the public announcement.

                  (j) Irrespective of any adjustment or change in the Purchase
Price or the number of one one-thousandths of a share of Preferred Stock
issuable upon


                                      24



the exercise of the Rights, the Rights Certificates theretofore and thereafter
issued may continue to express the Purchase Price per one one-thousandth of a
share and the number of one one-thousandths of a share which were expressed in
the initial Rights Certificates issued hereunder.

                  (k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then stated value, if any, of the number
of one one-thousandths of a share of Preferred Stock issuable upon exercise of
the Rights, the Company shall take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable such number of one one-thousandths
of a share of Preferred Stock at such adjusted Purchase Price.

                  (l) In any case in which this Section 11 shall require that
an adjustment in the Purchase Price be made effective as of a record date for
a specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
the number of one one-thousandths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such
exercise over and above the number of one one-thousandths of a share of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in effect prior
to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's
right to receive such additional shares (fractional or otherwise) or
securities upon the occurrence of the event requiring such adjustment.

                  (m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that in their good faith judgment the Board
of Directors of the Company shall determine to be advisable in order that any
(i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly
for cash of any shares of Preferred Stock at less than the Current Market
Price, (iii) issuance wholly for cash of shares of Preferred Stock or
securities which by their terms are convertible into or exchangeable for
shares of Preferred Stock, (iv) stock dividends or (v) issuance of rights,
options or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Preferred Stock shall not be taxable to such
stockholders.

                  (n) The Company covenants and agrees that it shall not, at
any time after the Distribution Date, (i) consolidate with any other Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof), (ii) merge with or into any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), or (iii) sell or transfer (or permit any Subsidiary to sell or
transfer), in one transaction, or a series of related transactions, assets,
cash flow or earning power aggregating more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to any other
Person or Persons (other than the Company and/or any of its Subsidiaries in
one or more


                                      25



transactions each of which complies with Section 11(o) hereof), if (x) at the
time of or immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or agreements
in effect which would substantially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights or (y) prior to, simultaneously
with or immediately after such consolidation, merger or sale, the stockholders
of the Person who constitutes, or would constitute, the "Principal Party" for
purposes of Section 13(a) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and Associates.

                  (o) The Company covenants and agrees that, after the
Distribution Date, it shall not, except as permitted by Section 23 or Section
27 hereof, take (or permit any Subsidiary to take) any action if at the time
such action is taken it is reasonably foreseeable that such action shall
diminish substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.

                  (p) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after the
Rights Dividend Declaration Date and prior to the Distribution Date (i)
declare a dividend on the outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or
(iii) combine or consolidate the outstanding shares of Common Stock into a
smaller number of shares, the number of Rights associated with each share of
Common Stock then outstanding, or issued or delivered thereafter but prior to
the Distribution Date, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any
such event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately prior to such event by
a fraction, the numerator which shall be the total number of shares of Common
Stock outstanding immediately prior to the occurrence of the event, and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately following the occurrence of such event. For purposes
of this Section 11(p), any shares of Common Stock issued after the
Distribution Date that were not issued together with a Right (pursuant to the
recitals hereto or by action of the Board of Directors of the Company pursuant
to Section 22 hereof) shall not be counted as outstanding. The adjustments
provided for in this Section 11(p) shall be made successively whenever such a
dividend is declared or paid or such a subdivision, combination or
consolidation is effected.

                  (q) The exercise or expiration of Rights under Section
11(a)(ii) hereof shall only result in the loss of rights under Section
11(a)(ii) to the extent so exercised or expired and shall not otherwise affect
the rights represented by the Rights under this Rights Agreement, including
the rights represented by Section 13 hereof.

                  Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Section 11 or Section
13 hereof, the Company shall (a) promptly prepare a certificate setting forth
such adjustment and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock, a copy of such certificate
and (c) if a Distribution Date has occurred, mail a brief


                                      26



summary thereof to each holder of a Rights Certificate (or, if prior to the
Distribution Date, to each holder of a Certificate representing shares of
Common Stock) in accordance with Section 25 hereof. The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment
therein contained.

                  Section 13. Consolidation, Merger or Sale or Transfer of
Assets, Cash Flow or Earning Power.

                  (a) In the event that, following the Stock Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), and the Company shall
not be the continuing or surviving corporation of such consolidation or
merger, (y) any Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) shall consolidate with,
or merge with or into, the Company, and the Company shall be the continuing or
surviving corporation of such consolidation or merger and, in connection with
such consolidation or merger, all or part of the outstanding shares of Common
Stock shall be changed into or exchanged for stock or other securities of any
other Person or cash or any other property, or (z) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one transaction or a series of related transactions, assets,
cash flow or earning power aggregating more than 50% of the assets, cash flow
or earning power of the Company and its Subsidiaries (taken as a whole) to any
Person or Persons (other than the Company or any Subsidiary of the Company in
one or more transactions each of which complies with Section 11(o) hereof),
then, and in each such case, proper provision shall be made so that: (i) each
holder of a Right, except as provided in Section 7(e) hereof, shall thereafter
have the right to receive in lieu of Preferred Stock, upon the exercise
thereof at the then current Purchase Price in accordance with the terms of
this Agreement, such number of validly authorized and issued, fully paid,
non-assessable and freely tradable shares of Common Stock of the Principal
Party (as such term is hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as shall be
equal to the result obtained by (1) multiplying the then current Purchase
Price by the number of one one-thousandths of a share of Preferred Stock for
which a Right is exercisable immediately prior to the first occurrence of a
Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the
first occurrence of a Section 13 Event, multiplying the number of such one
one-thousandths of a share for which a Right was exercisable immediately prior
to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in
effect immediately prior to such first occurrence of a Section 11(a)(ii)
Event), and (2) dividing that product (which, following the first occurrence
of a Section 13 Event, shall be referred to as the "Purchase Price" for each
Right and for all purposes of this Agreement) by 50% of the Current Market
Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common
Stock of such Principal Party on the date of consummation of such Section 13
Event; (ii) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such Section 13 Event, all the obligations and duties of
the Company pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply only to such
Principal Party following the


                                      27



first occurrence of a Section 13 Event; (iv) such Principal Party shall take
such steps (including, but not limited to, the reservation of a sufficient
number of shares of its Common Stock) in connection with the consummation of
any such transaction as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as reasonably may be, in relation to
its shares of Common Stock thereafter deliverable upon the exercise of the
Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no
effect following the first occurrence of any Section 13 Event.

                  (b) "Principal Party" shall mean:

                           (i) in the case of any transaction described in
         clause (x) or (y) of the first sentence of Section 13(a), the Person
         that is the issuer of any securities into which shares of Common
         Stock of the Company are converted in such merger or consolidation,
         and if no securities are so issued, the Person that is the other
         party to such merger or consolidation; and

                           (ii) in the case of any transaction described in
         clause (z) of the first sentence of Section 13(a), the Person that is
         the party receiving the greatest portion of the assets, cash flow or
         earning power transferred pursuant to such transaction or
         transactions; provided, however, that in any such case, (1) if the
         Common Stock of such Person is not at such time and has not been
         continuously over the preceding 12 month period registered under
         Section 12 of the Exchange Act, and such Person is a direct or
         indirect Subsidiary of another Person the Common Stock of which is
         and has been so registered, "Principal Party" shall refer to such
         other Person, (2) in case such Person is a Subsidiary, directly or
         indirectly, of more than one Person, the Common Stock of two or more
         of which are and have been so registered, "Principal Party" shall
         refer to whichever of such Persons is the issuer of the Common Stock
         having the greatest aggregate market value as determined pursuant to
         Section 11(d)(i) hereof and (3) in case such Person is owned,
         directly or indirectly, by a joint venture formed by two or more
         Persons that are not owned, directly or indirectly, by the same
         Person, the rules set forth in (1) and (2) above shall apply to each
         of the chains of ownership having an interest in such joint venture
         as if such Person were a "Subsidiary" of both or all of such joint
         venturers and the Principal Parties in each such chain shall bear the
         obligations set forth in this Section 13 in the same ratio as their
         direct or indirect interests in such Person bear to the total of such
         interests.

                  (c) The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in
accordance with this Section 13 and unless prior thereto the Company and such
Principal Party shall have executed and delivered to the Rights Agent a
supplemental agreement providing for the terms set forth in paragraphs (a) and
(b) of this Section 13 and further providing that, as soon as practicable
after the date of any consolidation, merger or sale of assets mentioned in
paragraph (a) of this Section 13, the Principal Party at its own expense
shall:


                                      28



                           (i) prepare and file a registration statement under
         the Act, with respect to the Rights and the securities purchasable
         upon exercise of the Rights on an appropriate form, and shall use its
         best efforts to cause such registration statement to (A) become
         effective as soon as practicable after such filing and (B) remain
         effective (with a prospectus at all times meeting the requirements of
         the Act) until the Expiration Date;

                           (ii) take all such other action as may be necessary
         to enable the Principal Party to issue the securities purchasable
         upon exercise of the Rights, including but not limited to the
         registration or qualification of such securities under all requisite
         securities laws of jurisdictions of the various states and the
         listing of such securities on such exchanges and trading markets as
         may be necessary or appropriate; and

                           (iii) deliver to holders of the Rights historical
         financial statements for the Principal Party and each of its
         Affiliates which comply in all respects with the requirements for
         registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers
or consolidations or sales or other transfers. The rights under this Section
13 shall be in addition to the rights to exercise Rights and adjustments under
Section 11(a)(ii) hereof and shall survive any exercise thereof.

                  (d) Notwithstanding anything in this Agreement to the
contrary, Section 13 shall not be applicable to a transaction described in
subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is
consummated with a Person or Persons who acquired shares of Common Stock
pursuant to a tender offer or exchange offer for all outstanding shares of
Common Stock which is a Qualified Offer as such term is defined in Section
11(a)(ii) hereof (or a wholly owned subsidiary of any such Person or Persons),
(ii) the price per share of Common Stock offered in such transaction is not
less than the price per share of Common Stock paid to all holders of shares of
Common Stock whose shares were purchased pursuant to such tender offer or
exchange offer and (iii) the form (or election option, if more than one form
of consideration is available to stockholders generally, subject to applicable
proration provisions) of consideration being offered to the remaining holders
of shares of Common Stock pursuant to such transaction is the same as the form
(or election option, if more than one form of consideration was available to
stockholders generally, subject to applicable proration provisions) of
consideration paid pursuant to such tender offer or exchange offer. Upon
consummation of any such transaction contemplated by this Section 13(d), all
Rights hereunder shall expire.

                  Section 14. Fractional Rights and Fractional Shares.

                  (a) The Company shall not be required to issue fractions of
Rights, except prior to the Distribution Date as provided in Section 11(i) or
Section 11(p) hereof, or to distribute Rights


                                      29



Certificates which evidence fractional Rights. In lieu of such fractional
Rights, the Company shall pay to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For purposes of this Section 14(a), the current market
value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights
would have been otherwise issuable. The closing price of the Rights for any
day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange or, if the Rights are not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading, or if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter
market, as reported by NASDAQ or such other system then in use or, if on any
such date the Rights are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the Rights, selected by the Board of Directors of the
Company. If on any such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as determined in good faith
by the Board of Directors of the Company shall be used and shall be
conclusive.

                  (b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples
of one one-thousandth of a share of Preferred Stock) upon exercise of the
Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock). Fractions of shares of
Preferred Stock in integral multiples of one one-thousandth of a share of
Preferred Stock may, at the sole election of the Company, be evidenced by
depositary receipts, pursuant to an appropriate agreement between the Company
and a depositary selected by it; provided that such agreement shall provide
that the holders of such depositary receipts shall have the rights, privileges
and preferences to which they are entitled as beneficial owners of the shares
of Preferred Stock represented by such depositary receipts. In lieu of
fractional shares of Preferred Stock that are not integral multiples of one
one-thousandth of a share of Preferred Stock, the Company may pay to the
registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of
the current market value of one one-thousandth of a share of Preferred Stock.
For purposes of this Section 14(b), the current market value of one
one-thousandth of a share of Preferred Stock shall be one one-thousandth of
the closing price of a share of Preferred Stock (as determined pursuant to
Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of
such exercise.

                  (c) Following the occurrence of a Triggering Event, the
Company shall not be required to issue fractions of shares of Common Stock
upon exercise of the Rights or to distribute certificates which evidence
fractional shares of Common Stock. In lieu of fractional shares of Common
Stock, the Company may pay to


                                      30



the registered holders of Rights Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the same fraction
of the current market value of one (1) share of Common Stock. For purposes of
this Section 14(c), the current market value of one share of Common Stock
shall be the closing price per share of Common Stock (as determined pursuant
to Section 11(d)(i) hereof) on the Trading Day immediately prior to the date
of such exercise.

                  (d) The holder of a Right by the acceptance of the Rights
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right, except as permitted by this Section 14.

                  Section 15. Rights of Action. All rights of action in
respect of this Agreement are vested in the respective registered holders of
the Rights Certificates (and, prior to the Distribution Date, the registered
holders of the Common Stock); and any registered holder of any Rights
Certificate (or, prior to the Distribution Date, of the Common Stock), without
the consent of the Rights Agent or of the holder of any other Rights
Certificate (or, prior to the Distribution Date, of the Common Stock), may, in
his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights evidenced by
such Rights Certificate (or, prior to the Distribution Date, of the Common
Stock) in the manner provided in such Rights Certificate (or, prior to the
Distribution Date, of the Common Stock) and in this Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it
is specifically acknowledged that the holders of Rights would not have an
adequate remedy at law for any breach of this Agreement and shall be entitled
to specific performance of the obligations hereunder and injunctive relief
against actual or threatened violations of the obligations hereunder of any
Person subject to this Agreement.

                  Section 16. Agreement of Rights Holders. Every holder of a
Right by accepting the same consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:

                  (a) prior to the Distribution Date, the Rights shall be
transferable only in connection with the transfer of Common Stock;

                  (b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office or offices of the Rights Agent designated for such
purposes, duly endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms and certificates fully executed;

                  (c) subject to Section 6(a) and Section 7(f) hereof, the
Company and the Rights Agent may deem and treat the Person in whose name a
Rights Certificate (or, prior to the Distribution Date, the associated Common
Stock certificate) is registered as the absolute owner thereof and of the
Rights evidenced thereby (notwithstanding any notations of ownership or
writing on the Rights Certificates or the


                                      31



associated Common Stock certificate made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent, subject to the last sentence of Section 7(e)
hereof, shall be required to be affected by any notice to the contrary; and

                  (d) notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, the Company must use its
reasonable best efforts to have any such order, decree or ruling lifted or
otherwise overturned as soon as possible.

                  Section 17. Rights Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any Rights Certificate shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of the
number of one one-thousandths of a share of Preferred Stock or any other
securities of the Company which may at any time be issuable on the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Rights Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in accordance
with the provisions hereof.

                  Section 18. Concerning the Rights Agent.

                  (a) The Company agrees to pay to the Rights Agent such
compensation as shall be agreed to in writing between the Company and the
Rights Agent for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim (whether asserted by the Company, a
holder of Rights, or any other Person) of liability in the premises.

                  (b) The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by it in
connection with


                                      32



its administration of this Agreement in reliance upon any Rights Certificate
or certificate for Common Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, instruction, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed and executed by the proper Person or Persons and, where necessary, to
be verified or acknowledged.

                  Section 19. Merger or Consolidation or Change of Name of
Rights Agent.

                  (a) Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to all or substantially all the corporate trust, stock transfer or
other stockholder services business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; but only if such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Rights Certificates shall have
been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of a predecessor Rights Agent and deliver such
Rights Certificates so countersigned; and in case at that time any of the
Rights Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Rights Certificates either in the name of the
predecessor or in the name of the successor Rights Agent; and in all such
cases such Rights Certificates shall have the full force provided in the
Rights Certificates and in this Agreement.

                  (b) In case at any time the name of the Rights Agent shall
be changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates shall
not have been countersigned, the Rights Agent may countersign such Rights
Certificates either in its prior name or in its changed name; and in all such
cases such Rights Certificates shall have the full force provided in the
Rights Certificates and in this Agreement.

                  Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Rights Certificates, by their acceptance thereof, shall be bound:

                  (a) the Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance with such
opinion;


                                      33



                  (b) whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact
or matter (including, without limitation, the identity of any Acquiring Person
and the determination of Current Market Price) be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate
signed by the Chairman of the Board of Directors of the Company, the
President, the Chief Financial Officer, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company
and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon and in
accordance with such certificate;

                  (c) the Rights Agent shall be liable hereunder only for its
own gross negligence, bad faith or willful misconduct;

                  (d) the Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement or in
the Rights Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only;

                  (e) the Rights Agent shall not be under any responsibility
in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor shall it be responsible for any adjustment required
under the provisions of Section 11, Section 13 or Section 24 hereof or
responsible for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment
(except with respect to the exercise of Rights evidenced by Rights
Certificates after actual notice of any such adjustment); nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock or Preferred Stock
to be issued pursuant to this Agreement or any Rights Certificate or as to
whether any shares of Common Stock or Preferred Stock shall, when so issued,
be validly authorized and issued, fully paid and nonassessable;

                  (f) the Company agrees that it shall perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing
by the Rights Agent of the provisions of this Agreement.

                  (g) the Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from the Chairman of the Board of Directors of the Company, the President, the
Chief Financial


                                      34



Officer, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer of the Company, and to apply to such
officers for advice or instructions in connection with its duties, and it
shall not be liable for any action taken or suffered to be taken by it in good
faith in accordance with instructions of any such officer;

                  (h) the Rights Agent and any stockholder, director, officer
or employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were
not Rights Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or for any
other legal entity;

                  (i) the Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents as approved by the Company,
and the Rights Agent shall not be answerable or accountable for any act,
default, neglect or misconduct of any such attorneys or agents or for any loss
to the Company resulting from any such act, default, neglect or misconduct;
provided, however, reasonable care was exercised by the Rights Agent in the
selection and continued employment thereof;

                  (j) no provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of its rights if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it; and

                  (k) if, with respect to any Rights Certificate surrendered
to the Rights Agent for exercise or transfer, the certificate attached to the
form of assignment or form of election to purchase, as the case may be, has
either not been completed or indicates an affirmative response to clause 1
and/or 2 thereof, the Rights Agent shall not take any further action with
respect to such requested exercise or transfer without first consulting with
an authorized officer of the Company.

                  Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and, if such resignation occurs after the Distribution Date,
to the registered holders of the Rights Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing, mailed to the Rights Agent or successor Rights Agent,
as the case may be, and to each transfer agent of the Common Stock and
Preferred Stock, by registered or certified mail, and, if such removal occurs
after the Distribution Date, to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of satisfactorily performing its duties hereunder,
the Company shall appoint a successor to


                                      35



the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate (who
shall, with such notice, submit his Rights Certificate for inspection by the
Company), then the Rights Agent or any registered holder of any Rights
Certificate may apply, at the expense of the Company, to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be (a) a legal business entity organized and doing business under the
laws of the United States or of the State of New York or of any other state of
the United States, in good standing, having an office in the State of New
York, which is authorized under such laws to exercise corporate trust, stock
transfer or stockholder services powers and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000, or (b) an affiliate of a legal business entity described in
clause (a) of this sentence. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as
if it had been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock and the Preferred Stock, and, if
such appointment occurs after the Distribution Date, mail a notice thereof in
writing to the registered holders of the Rights Certificates. Failure to give
any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.

                  Section 22. Issuance of New Rights Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to
the contrary, the Company may, at its option, issue new Rights Certificates
evidencing Rights in such form as may be approved by the Board of Directors of
the Company to reflect any adjustment or change in the Purchase Price and the
number or kind or class of shares or other securities or property purchasable
under the Rights Certificates made in accordance with the provisions of this
Agreement. In addition, in connection with the issuance or sale of shares of
Common Stock following the Distribution Date and prior to the redemption or
expiration of the Rights, the Company (a) shall, with respect to shares of
Common Stock so issued or sold pursuant to the exercise of stock options or
under any employee plan or arrangement, granted or awarded as of the
Distribution Date, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company, issue
Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such
Rights Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued and (ii) no such Rights Certificate shall
be issued if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.


                                      36



                  Section 23. Redemption and Termination

                  (a) (i) The Board of Directors of the Company may, at its
option, redeem all but not less than all of the then outstanding Rights at a
redemption price of $0.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend, combination,
recapitalization or similar transaction occurring after the date of this
Agreement (such redemption price being hereinafter referred to as the
"Redemption Price"), at any time prior to the earlier of (x) the occurrence of
a Section 11(a)(ii) Event and (y) the Final Expiration Date. The Company may,
at its option, pay the Redemption Price in cash, shares of Common Stock (based
on the Current Market Price of the Common Stock at the time of redemption), or
any other form of consideration deemed appropriate by the Board of Directors
of the Company. In addition, the Board of Directors of the Company may, at its
option, at any time following the occurrence of a Section 11(a)(ii) Event and
the expiration of any period during which the holder of Rights may exercise
the rights under Section 11(a)(ii) but prior to any Section 13 Event redeem
all but not less than all of the then outstanding Rights at the Redemption
Price (x) in connection with any merger, consolidation or sale or other
transfer (in one transaction or in a series of related transactions) of
assets, cash flow or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole), in which
all holders of shares of Common Stock are treated alike and not involving
(other than as a holder of Common Stock being treated like all other such
holders) an Acquiring Person or any Affiliate or Associate of an Acquiring
Person or (y)(1) if and for so long as the Acquiring Person is not thereafter
the Beneficial Owner of 15% of the shares of Common Stock and (2) at the time
of redemption, no other Persons are Acquiring Persons.

                           (ii) Notwithstanding anything in this Section 23(a)
         to the contrary, in the case the Company is not permitted to pay the
         Redemption Price under the terms of any agreement or instrument
         evidencing indebtedness for borrowed money of the Company or any
         Subsidiary, currently in existence or entered into after the date of
         this Agreement, the payment of the Redemption Price shall be deferred
         until such time as such payment becomes permitted under the terms of
         any such agreement or instrument; provided, however, that such
         deferral shall not, in any way, affect the right and ability of the
         Board of Directors of the Company to redeem the Rights.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights, evidence of which shall
have been filed with the Rights Agent and without any further action and
without any notice, the right to exercise the Rights shall terminate and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price for each Right so held as described in Section 23(a) hereof.
Promptly after the action of the Board of Directors of the Company ordering
the redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then outstanding Rights by mailing
such notice to all such holders at each holder's last address as it appears
upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the Common Stock. Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of redemption
shall state the method by which the payment of the Redemption Price shall be
made. The Company may mail payment of the Redemption Price to the registered
holders of the Rights at their last addresses as they appear on the registry
books of


                                      37



the Rights Agent or, prior to the Distribution Date, on the registry books of
the transfer agent of the shares of Common Stock, and upon such action, all
outstanding Rights and Rights Certificates shall be null and void without any
further action by or on behalf of the Company.

                  (c) Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in
any manner other than that specifically set forth in this Section 23 and other
than in connection with the purchase or repurchase by any of them of Common
Stock prior to the Distribution Date.

                  Section 24. Exchange.

                  (a) The Board of Directors of the Company may, at its
option, at any time after any Person becomes an Acquiring Person, exchange all
or part of the then outstanding and exercisable Rights (which shall not
include Rights that have become void pursuant to the provisions of Section
7(e) hereof) for Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend, combination, recapitalization or similar transaction occurring after
the date of this Agreement (such exchange ratio being hereinafter referred to
as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of
Directors of the Company shall not be empowered to effect such exchange at any
time after any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any such Subsidiary, or any entity
holding Common Stock for or pursuant to the terms of any such plan), together
with all Affiliates and Associates of such Person, becomes the Beneficial
Owner of 50% or more of the Common Stock then outstanding.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to subsection (a) of
this Section 24 and without any further action and without any notice, the
right to exercise such Rights shall terminate and the only right thereafter of
a holder of such Rights shall be to receive that number of shares of Common
Stock equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company promptly
shall mail a notice of any such exchange to all of the holders of such Rights
at their last addresses as they appear upon the registry books of the Rights
Agent. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice
of exchange shall state the method by which the exchange of the Common Stock
for Rights will be effected and, in the event of any partial exchange, the
number of Rights which shall be exchanged. Any partial


                                      38



exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 7(e)
hereof) held by each holder of Rights.

                  (c) In any exchange pursuant to this Section 24, the
Company, at its option, may substitute Preferred Stock (or Equivalent
Preferred Stock, as such term is defined in paragraph (b) of Section 11
hereof) for all or a portion of the Common Stock exchangeable for Rights, at
the initial rate of one one-thousandth of a share of Preferred Stock (or
Equivalent Preferred Stock) for each share of Common Stock, as appropriately
adjusted to reflect stock splits, stock dividends, combinations,
recapitalizations and other similar transactions occurring after the date of
this Agreement.

                  (d) In the event that there shall not be sufficient shares
of Common Stock issued but not outstanding or authorized but unissued to
permit any exchange of Rights as contemplated in accordance with this Section
24, the Company shall take all such action as may be necessary to authorize
additional shares of Common Stock for issuance upon exchange of the Rights.

                  (e) The Company shall not be required to issue fractions of
shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of such fractional shares of Common Stock,
there shall be paid to the registered holders of the Rights Certificates with
regard to which such fractional shares of Common Stock would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole share of Common Stock. For the purposes of this subsection
(e), the current market value of a whole share of Common Stock shall be the
closing price of a share of Common Stock (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of exchange pursuant to this Section 24.

                  Section 25. Notice of Certain Events.

                  (a) In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to
the holders of Preferred Stock or to make any other distribution to the
holders of Preferred Stock (other than a regular quarterly cash dividend out
of earnings or retained earnings of the Company), or (ii) to offer to the
holders of Preferred Stock rights or warrants to subscribe for or to purchase
any additional shares of Preferred Stock or shares of stock of any class or
any other securities, rights or options, or (iii) to effect any
reclassification of its Preferred Stock (other than a reclassification
involving only the subdivision of outstanding shares of Preferred Stock), or
(iv) to effect any consolidation or merger into or with any other Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof), or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one
transaction or a series of related transactions, of more than 50% of the
assets, cash flow or earning power of the Company and its Subsidiaries (taken
as a whole) to any other Person or Persons (other than the Company and/or any
of its Subsidiaries in one or more transactions each of which complies with
Section 11(o) hereof), or (v) to effect the liquidation, dissolution


                                      39



or winding up of the Company, then, in each such case, the Company shall give
to each holder of a Rights Certificate and to the Rights Agent, to the extent
feasible and in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the shares of Preferred Stock, if any such date is
to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 20 days prior to the record date
for determining holders of the shares of Preferred Stock for purposes of such
action, and in the case of any such other action, at least twenty 20 days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the shares of Preferred Stock,
whichever shall be the earlier.

                  (b) In case any of the events set forth in Section 11(a)(ii)
hereof shall occur, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to each holder of a Rights Certificate and to the
Rights Agent, to the extent feasible and in accordance with Section 26 hereof,
a notice of the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights under Section 11(a)(ii)
hereof and (ii) all references in the preceding paragraph to Preferred Stock
shall be deemed thereafter to refer to Common Stock and/or, if appropriate,
other securities.

                  Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any
Rights Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing by the Company with the Rights Agent) as follows:

                  NTL Incorporated
                  110 East 59th Street
                  26th Floor
                  New York, New York 10022
                  Attention:  General Counsel

                  Subject to the provisions of Section 21, any notice or
demand authorized by this Agreement to be given or made by the Company or by
the holder of any Rights Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing by the Rights Agent with
the Company) as follows:

                  Continental Stock Transfer & Trust Company
                  17 Battery Place
                  New York, New York 10004
                  Attention:  Compliance Department

                  Notices or demands authorized by this Agreement to be given
or made by the Company or the Rights Agent to the holder of any Rights
Certificate (or, if prior to


                                      40



the Distribution Date, to the holder of certificates representing shares of
Common Stock) shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such holder as
shown on the registry books of the Company.

                  Section 27. Supplements and Amendments.

                  (a) Prior to the Distribution Date, and subject to the
provisions of Section 27(b) hereof, the Company and the Rights Agent shall, if
the Company so directs, supplement or amend any provision of this Agreement
without the approval of any holders of certificates representing shares of
Common Stock. From and after the Distribution Date, and subject to the
provisions of Section 27(b) hereof, the Company and the Rights Agent shall, if
the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions herein, (iii) to
shorten or lengthen any time period hereunder or (iv) to change or supplement
the provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person); provided, however, that this Agreement may
not be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at
such time as the Rights are not then redeemable or (B) any other time period
unless any such lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders of Rights under
this Agreement. Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment. Prior to the Distribution Date, the interests of
the holders of Rights shall be deemed coincident with the interests of the
holders of Common Stock.

                  (b) Notwithstanding anything herein to the contrary, no
supplement or amendment shall be made to this Agreement at a time when the
Rights are not redeemable, except as contemplated by clause (i) or (ii) of
Section 27(a) hereof.

                  Section 28. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  Section 29. Determinations and Actions by the Board of
Directors of the Company, etc. For all purposes of this Agreement, any
calculation of the number of shares of Common Stock or any other class of
capital stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common
Stock of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act. The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and
to exercise all rights


                                      41



and powers specifically granted to such Board of Directors or to the Company,
or as may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret and/or
clarify the provisions of this Agreement and (ii) make all determinations
deemed necessary or advisable for the administration of this Agreement
(including a determination to redeem or not to redeem the Rights or to amend
or supplement this Agreement and whether any proposed amendment adversely
affects the interests of the holders of Rights Certificates). All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing),
which are done or made by the Board of Directors of the Company in good faith,
shall (x) be final, conclusive and binding on the Company, the Rights Agent,
the holders of the Rights and all other parties and (y) not subject the Board
of Directors of the Company, or any of the directors of the Board of Directors
to any liability to the holders of the Rights.

                  Section 30. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent
and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock).

                  Section 31. Severability. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void or
unenforceable and the Board of Directors of the Company determines in its good
faith judgment that severing the invalid language from this Agreement would
adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the Close of Business on the tenth Business Day following the
date of such determination by the Board of Directors of the Company. Without
limiting the foregoing, if any provision requiring a specific group of
directors to act is held to by any court of competent jurisdiction or other
authority to be invalid, void or unenforceable, such determination shall then
be made by the Board of Directors of the Company in accordance with applicable
law and the Amended and Restated Certificate of Incorporation and By-laws of
the Company.

                  Section 32. Governing Law. This Agreement, each Right and
each Rights Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State; provided,
however, that the rights and obligations of the Rights Agent shall be governed
by and construed in accordance with the laws of the State of New York. The
parties hereto hereby waive the right to a jury trial in any action


                                      42



arising out of this Agreement. Any dispute arising out of this Agreement shall
be litigated in the borough of Manhattan, New York City, New York, and the
parties hereby submit to the jurisdiction of such courts and acknowledge that
such courts are a convenient forum.

                  Section 33. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

                  Section 34. Descriptive Headings. Descriptive headings of
the several sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.




                                      43




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed all as of the day and year first above written.



                                  NTL INCORPORATED


                                  By: /s/ Richard J. Lubasch
                                     ----------------------------------------
                                        Name:  Richard J. Lubasch
                                        Title: Executive Vice President,
                                               General Counsel and Secretary



                                  CONTINENTAL STOCK TRANSFER & TRUST COMPANY


                                  By: /s/ William F. Seegraber
                                     ----------------------------------------
                                        Name:  William F. Seegraber
                                        Title: Vice President




                                      44




                                                                   Exhibit A


                         FORM OF AMENDED AND RESTATED

          CERTIFICATION OF INCORPORATION OF NTL COMMUNICATIONS CORP.

                                (see attached)









                                                                   Exhibit B

                         [Form of Rights Certificate]



Certificate No. R-                                             ________ Rights


NOT  EXERCISABLE  AFTER  January 10, 2013 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER
RIGHT  ON  THE  TERMS  SET  FORTH  IN  THE  RIGHTS   AGREEMENT.   UNDER  CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS  AGREEMENT) AND ANY  SUBSEQUENT  HOLDER OF SUCH RIGHTS MAY
BECOME NULL AND VOID. [THE RIGHTS  REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
WERE BENEFICIALLY  OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING  PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS  AGREEMENT).   ACCORDINGLY,   THIS  RIGHTS  CERTIFICATE  AND  THE  RIGHTS
REPRESENTED  HEREBY MAY BECOME NULL AND VOID IN THE  CIRCUMSTANCES  SPECIFIED IN
SECTION 7(e) OF SUCH AGREEMENT.](2)



                              Rights Certificate

                               NTL INCORPORATED


                  This certifies that ______________________, or registered
assigns, is the registered owner of the number of Rights set forth above, each
of which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement, dated as of January 10, 2003 (the "Rights
Agreement"), between NTL Incorporated, a Delaware corporation (the "Company"),
and Continental Stock Transfer & Trust Company, a New York corporation (the
"Rights Agent"), to purchase from the Company at any time prior to 5:00 p.m.
(New York City time) on January 10, 2013 (unless such date is extended prior
thereto by the Board of Directors of the Company) at the office or offices of
the Rights Agent designated for such purpose, or its successors as Rights
Agent, one one-thousandth of a fully paid, non-assessable share of Series A
Junior Participating Preferred Stock, par value $0.01 per share (the
"Preferred Stock"), of the



- --------

(2) The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.



Company, at a purchase price of $[ ](3) per one one-thousandth of a share (the
"Purchase Price"), upon presentation and surrender of this Rights Certificate
with the Form of Election to Purchase and related Certificate duly executed.
The number of Rights evidenced by this Rights Certificate (and the number of
shares which may be purchased upon exercise thereof) set forth above, and the
Purchase Price per share set forth above, are the number and Purchase Price as
of [ ] [ ], 2[ ], based on the Preferred Stock as constituted at such date.
The Company reserves the right to require prior to the occurrence of a
Triggering Event (as such term is defined in the Rights Agreement) that a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.

                  Upon the occurrence of a Section 11(a)(ii) Event (as such
term is defined in the Rights Agreement), if the Rights evidenced by this
Rights Certificate are beneficially owned by (i) an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
in the Rights Agreement), (ii) a transferee of any such Acquiring Person,
Associate or Affiliate or (iii) under certain circumstances specified in the
Rights Agreement, a transferee of a Person who, after such transfer, became an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such
Rights shall become null and void and no holder hereof shall have any right
with respect to such Rights from and after the occurrence of such Section
11(a)(ii) Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities, which
may be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening of
certain events, including Triggering Events.

                  This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Rights
Certificates, which limitations of rights include the temporary suspension of
the exercisability of such Rights under the specific circumstances set forth
in the Rights Agreement. Copies of the Rights Agreement are on file at the
above-mentioned office of the Rights Agent and are also available upon written
request to the Company.

                  This Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one
one-thousandths of a share of Preferred Stock as the Rights evidenced by the

- --------

(3) An amount equal to the product of (x) a multiple determined by the Board of
Directors of the Company and (y) (1) the Current Market Price of the Common
Stock post-consummation as determined pursuant to Section 11(d)(i) of the
Agreement (assuming the calculation is being made for purposes of Section
11(a)(iii) of the Agreement) or (y)(2) a value per share of Common Stock as
determined in the good faith judgment of the Board of Directors of the
Company.

                                       2



Rights Certificate or Rights Certificates surrendered shall have entitled such
holder to purchase. If this Rights Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Rights
Certificate or Rights Certificates for the number of whole Rights not
exercised.

                  Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the Company at its
option at a redemption price of $0.01 per Right at any time prior to the
earlier of (x) the occurrence of a Section 11(a)(ii) Event and (y) the Final
Expiration Date. In addition at any time after any Person becomes an Acquiring
Person, under certain circumstances, the Rights may be exchanged, in whole or
in part, for shares of Common Stock, or shares of preferred stock of the
Company having essentially the same value or economic rights as such shares.
Immediately upon the action of the Board of Directors of the Company
authorizing any such exchange, and without any further action or any notice,
the Rights (other than Rights which are not subject to such exchange) will
terminate and the Rights will only enable holders to receive the shares
issuable upon such exchange.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Right or Rights evidenced hereby (other than fractions
which are integral multiples of one one-thousandth of a share of Preferred
Stock, which may, at the election of the Company, be evidenced by depositary
receipts), but in lieu thereof a cash payment will be made, as provided in the
Rights Agreement. The Company, at its election, may require that a number of
Rights be exercised so that only whole shares of Preferred Stock would be
issued.

                  No holder of this Rights Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give consent to or withhold consent from any
corporate action, or, to receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Rights Certificate shall have been exercised as provided in
the Rights Agreement.

                  This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.




                                       3




                  WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal.



ATTEST:                                     NTL INCORPORATED



By:                                         By:
   --------------------------------            -------------------------------
     Name:                                      Name:
     Title:                                     Title:


Countersigned:

CONTINENTAL STOCK TRANSFER
& TRUST COMPANY


By:                                         Dated: _____________, ____
   --------------------------------
     Authorized Officer




                                       4





                 [Form of Reverse Side of Rights Certificate]

                              FORM OF ASSIGNMENT

               (To be executed by the registered holder if such

              holder desires to transfer the Rights Certificate)




                  FOR VALUE RECEIVED
                                     -----------------------------------------
 hereby sells, assigns and transfers unto
                                         -------------------------------------


                 (Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint __________________
Attorney, to transfer the within Rights Certificate on the books of the within
named Company, with full power of substitution.


Dated: __________________, ___
                                            ------------------------------
                                                         Signature

Signature Guaranteed:








                                  CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined pursuant to the Rights Agreement); and

                  (2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.



Dated: _______________, ___
                                            --------------------------------
                                                     Signature

Signature Guaranteed:







                                    NOTICE

                  The signature to the Form of Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
In the event the certification set forth above in the Form of Assignment is
not completed, the Company and the Rights Agent will deem the Beneficial Owner
of the Rights evidenced by this Rights Certificate to be an Acquiring Person
or an Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement) and such Assignment will not be honored.









                         FORM OF ELECTION TO PURCHASE

             (To be executed if holder desires to exercise Rights
                    represented by the Rights Certificate)


To:  NTL INCORPORATED

                  The undersigned hereby irrevocably elects to exercise
__________ Rights represented by this Rights Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of the Rights (or such
other securities of the Company or of any other person which may be issuable
upon the exercise of the Rights) and requests that certificates for such
shares be issued in the name of and delivered to:



Please insert social security or other identifying number:

______________________________________________________________________________
(Please print name and address)

______________________________________________________________________________

______________________________________________________________________________

                  If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate for the balance
of such Rights shall be registered in the name of and delivered to:


Please insert social security or other identifying number:

______________________________________________________________________________
                        (Please print name and address)

______________________________________________________________________________

______________________________________________________________________________

Dated:  _______________, ____

                                               _____________________
                                                     Signature

Signature Guaranteed:





                                  CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) the Rights evidenced by this Rights Certificate [ ] are
[ ] are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined pursuant to the Rights Agreement); and

                  (2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or became an Acquiring Person
or an Affiliate or Associate of an Acquiring Person.



Dated: ________, ____      ________________________________________________
                                                              Signature

Signature Guaranteed:





                                    NOTICE

                  The signature to the Form of Election to Purchase and
Certificate must correspond to the name as written upon the face of this
Rights Certificate in every particular, without alteration or enlargement or
any change whatsoever. In the event the certification set forth above in the
Form of Election to Purchase is not completed, the Company and the Rights
Agent will deem the Beneficial Owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement) and such Election to Purchase
will not be honored.







                                                                    Exhibit C


                         SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED STOCK

                  On January 10, 2003, NTL Incorporated (the "Company") declared
a dividend distribution of one Right for each outstanding share of common
stock, par value $0.01 per share, of the Company (the "Common Stock") to
stockholders of record at the Close of Business on January 10, 2003 (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company
a unit consisting of one one-thousandth of a share (a "Unit") of Series A
Junior Participating Preferred Stock, par value $0.01 per share, of the
Company (the "Series A Preferred Stock") at a Purchase Price of $[ ](1) per
Unit, subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
Continental Stock Transfer & Trust Company, Inc., as Rights Agent. Capitalized
terms used but not defined in this Summary shall have the meanings ascribed
thereto in the Rights Agreement.

                  Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in
the Rights Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) the close of business on
the day of a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or more of the outstanding shares of Common Stock other than as a
result of (w) repurchases of stock by the Company, (x) certain acquisitions of
shares of Common Stock from the Company, (y) certain inadvertent actions by
institutional or certain other stockholders or (z) the beneficial ownership by
an NTL Grandfathered Distributee of 15% or more of the outstanding shares of
Common Stock as of January 10, 2003, or the date a Person has entered into an
agreement or arrangement with the Company or any Subsidiary of the Company
providing for an Acquisition Transaction (the "Stock Acquisition Date"), and
(ii) 10 business days (or such later date as the Board of Directors of the
Company shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person.

                  An Acquisition Transaction is defined in the Rights
Agreement as (x) a merger, consolidation or similar transaction involving the
Company or any of its Subsidiaries as a result of which stockholders of the
Company will no longer own a majority of the outstanding shares of Common
Stock of the Company or a publicly traded


- --------

(1) An amount equal to the product of (x) a multiple determined by the Board of
Directors of the Company and (y) (1) the Current Market Price of the Common
Stock post-consummation as determined pursuant to Section 11(d)(i) of the
Agreement (assuming the calculation is being made for purposes of Section
11(a)(iii) of the Agreement) or (y)(2) a value per share of Common Stock as
determined in the good faith judgment of the Board of Directors of the
Company.





entity which controls the Company or, if appropriate, the entity into which
the Company may be merged, consolidated or otherwise combined (based solely on
the shares of Common Stock received or retained by such stockholders, in their
capacity as stockholders of the Company, pursuant to such transaction), (y) a
purchase or other acquisition of all or a substantial portion of the assets of
the Company and its Subsidiaries or (z) a purchase or other acquisition of
securities representing 15% or more of the shares of Common Stock then
outstanding.

                  Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
Pursuant to the Rights Agreement, the Company reserves the right to require
prior to the occurrence of a Triggering Event (as defined below) that, upon
any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.

                  The Rights are not exercisable until the Distribution Date
and will expire at 5:00 p.m. (New York City time) on January 10, 2013, unless
such date is extended or the Rights are earlier redeemed or exchanged by the
Company as described below.

                  As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
Close of Business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Only shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.

                  In the event that a Person becomes an Acquiring Person,
except pursuant to an offer for all outstanding shares of Common Stock which
the independent directors determine to be fair and not inadequate and to
otherwise be in the best interests of the Company and its stockholders, after
receiving advice from one or more investment banking firms of national
standing (a "Qualified Offer"), each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding any
of the foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person (or any
Affiliate or Associate thereof) will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until such
time as the Rights are no longer redeemable by the Company as set forth below.

                  For illustrative purposes only, at an exercise price of
$60.00 per Right, each Right not owned by an Acquiring Person (or any
Affiliate or Associate thereof) following an event set forth in the preceding
paragraph would entitle its holder to


                                      2


purchase $120.00 worth of Common Stock (or other consideration, as noted
above) for $60.00. Assuming that the Common Stock had a per share value of
$20.00 at such time, the holder of each valid Right would be entitled to
purchase 12 shares of Common Stock for $120.00. The foregoing example is for
illustrative purposes only and is not a representation, guaranty or prediction
of the future trading value of Common Stock or the circumstances under which
the Rights may be validly exercised, if ever.

                  In the event that, at any time following the Stock
Acquisition Date, (i) the Company engages in a merger or other business
combination transaction in which the Company is not the surviving corporation
(other than with a Person that acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the Common
Stock of the Company is changed or exchanged (other than with a Person that
acquired the shares pursuant to a Qualified Offer), or (iii) 50% or more of
the Company's assets, cash flow or earning power is sold or transferred, each
holder of a Right (except Rights which have previously been voided as set
forth above) shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the exercise
price of the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."

                  At any time after a Person becomes an Acquiring Person and
prior to the acquisition by such Person of fifty percent (50%) or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such Person which have become
void), in whole or in part, for Common Stock at an exchange ratio of one share
of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a
share of a class or series of preferred stock having equivalent rights,
preferences and privileges as the shares of Preferred Stock), per Right
subject to adjustment.

                  The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a stock split, subdivision, combination
or reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the current market price of the
Preferred Stock or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).

                  With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.


                                      3


                  At any time until a Person becomes an Acquiring Person
(other than in connection with a Qualified Offer), the Company may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right (payable in
cash, Common Stock or other consideration deemed appropriate by the Board of
Directors of the Company). Immediately upon the action of the Board of
Directors of the Company ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$0.01 per Right redemption price.

                  Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution
of the Rights should not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances, recognize taxable income
in the event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company, or
in the event of the redemption of the Rights as set forth above.

                  Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company in order to cure any ambiguity, to
make changes which do not adversely affect the interests of holders of Rights,
or to shorten or lengthen any time period under the Rights Agreement, except
that the Rights Agreement may not be supplemented or amended to lengthen (1) a
time period relating to when the Rights may be redeemed at such time as when
the Rights are not then redeemable or (2) any other time period unless any
such lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights under the Rights
Agreement. The foregoing notwithstanding, no amendment may be made to the
Rights Agreement at a time when the Rights are not redeemable, except to cure
any ambiguity or correct or supplement any provision contained in the Rights
Agreement which may be defective or inconsistent with any other provision
therein.

                  A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement
on Form 8-A dated January 10, 2003. A copy of the Rights Agreement is available
free of charge from the Company. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is incorporated herein by reference.




                                      4

EX-99

                                                                    EXHIBIT 5

                           Form of Share Certificate
                          [Face of Share Certificate]

                               NTL INCORPORATED
             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

No. NI ______  Cusip No. 62940M 10 4                   _______________ Shares

                                 COMMON STOCK

                  This certifies that                                  ,
is the owner of                  fully  paid and  non-assessable  shares of
Common  Stock of $0.01  par  value  each of NTL  Incorporated transferable on
the books of the  Corporation in person or by attorney upon surrender of this
certificate duly endorsed or assigned.  This certificate and the shares
represented hereby are subject to the laws of the State of Delaware,  and to
the Certificate of Incorporation and By-laws of the Corporation,  as now or
hereafter amended.  This certificate is not valid until countersigned by the
Transfer Agent.

                  WITNESS the facsimile seal of the Corporation  and the
facsimile signatures of its duly authorized officers.

                  Dated:

                  NTL INCORPORATED
                  [Corporate Seal]

                  By:

                  --------------------------     --------------------------
                  President                      Secretary

                  Countersigned:

                  CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                  JERSEY CITY, NJ
                  TRANSFER AGENT AND REGISTRAR

                  By:

                  Authorized Officer





                        [Reverse of Share Certificate]

                               NTL INCORPORATED
                                 COMMON STOCK

                  The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

                                         
 TEN COM - as tenants in common             UNIF GIFT MIN ACT - ____Custodian _______
 TEN ENT - as tenants by the entireties                        (Cust)         (Minor)
 JT TEN - as joint tenants with right of            Under Uniform Gifts to Minors
          survivorship and not as tenants
          in common                                       Act__________
                                                               (State)




    Additional abbreviations may also be used though not in the above list.


For Value Received, ___________ hereby sell, assign and transfer unto

   PLEASE INSERT SOCIAL SECURITY OR OTHER
           IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------------------

- ------------------------------------------------


 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)





                  Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint

                  Attorney to transfer the said capital stock on the books of
the within named Corporation with full power of substitution in the premises.

Dated

                      ------------------------------------------------------
                      NOTICE:  THE  SIGNATURE(S)  TO THIS  ASSIGNMENT  MUST
                      CORRESPOND  WITH THE NAME AS WRITTEN UPON THE FACE OF
                      THE   CERTIFICATE   IN  EVERY   PARTICULAR,   WITHOUT
                      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

- ----------------------------------------------------
- ----------------------------------------------------
              SIGNATURE(S) GUARANTEED
THE   SIGNATURE(S)   TO  THIS  ASSIGNMENT  MUST  BE
GUARANTEED BY AN "ELIGIBLE  GUARANTOR  INSTITUTION"
AS DEFINED  IN RULE  17Ad-15(2)  PROMULGATED  UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
AS SET FORTH IN THE RIGHTS AGREEMENT BY AND BETWEEN NTL INCORPORATED (THE
"CORPORATION") AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE "RIGHTS
AGENT"), DATED AS OF JANUARY 10, 2002 (THE "RIGHTS AGREEMENT"), THE TERMS OF
WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE
AT THE PRINCIPAL OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE
CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS
AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER
RECEIPT OF A WRITTEN REQUEST THEREFOR TO THE SECRETARY OF THE CORPORATION. UNDER
CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR
HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE
OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT),
WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT
HOLDER, MAY BECOME NULL AND VOID.

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE
BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE
THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION.

EX-99

                                                                     EXHIBIT 6
                           Form of Warrant Certificate
                          [Face of Warrant Certificate]

            EXERCISABLE ON OR AFTER THE DATE OF THIS CERTIFICATE AND
          PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 10, 2011 AND
                   ONLY IF COUNTERSIGNED BY THE WARRANT AGENT

                                NTL INCORPORATED
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

No. NIW _____    CUSIP No. 62940M 13 8                     __________ Warrants

                                SERIES A WARRANTS

         This certifies that __________________________, or registered
assigns, is the registered holder of ____________ Series A warrants (the
"Warrants"), to purchase shares of common stock, par value $0.01 per share,
together with associated preferred stock purchase rights (the "Common Stock"),
of NTL Incorporated, a Delaware corporation (the "Company"). Each Warrant
entitles the holder upon exercise at any time on or after the date of this
Warrant Certificate and prior to 5:00 p.m., New York City Time, on January 10,
2011 to receive from the Company one fully paid and nonassessable share of
Common Stock (each a "Warrant Share") for each Warrant at the initial exercise
price (the "Exercise Price") of $309.88 per share payable (i) in United States
dollars or (ii) by certified or official bank check for United States Dollars
made payable to the order of "NTL Incorporated". In lieu of payment of the
aggregate Exercise Price as aforesaid and subject to applicable law, the
holder of a Warrant may request the payment by the Company of the "Spread",
which shall, subject to Section 14 of the Series A Warrant Agreement, dated as
of January 10, 2003, by and between the Company and Continental Stock Transfer &
Trust Company, as Warrant Agent (the "Warrant Agreement"), be delivered by the
Company by delivering to such Warrant holder a number of shares of Common
Stock equal to (a)(i) the product of (x) the current market price per share of
Common Stock (as of the date of receipt of the request to the Company),
multiplied by (y) the number of Warrant Shares underlying the Warrants being
exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y)
the number of Warrant Shares underlying the Warrants being exercised, divided
by (b) the current market price per share of Common Stock (as of the date of
receipt of the request to the Company). The Exercise Price and number of
Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement. No Warrant may be exercised after 5:00 p.m., New York City Time, on
January 10, 2011, and to the extent not exercised by such time such Warrants
shall become void. This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement. Reference is made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall be governed and construed in accordance with
the internal laws of the State of New York.

         IN WITNESS WHEREOF, NTL Incorporated has caused this Warrant
Certificate to be signed by the undersigned President and the undersigned
Secretary of the Company and has caused its corporate seal to be imprinted
hereon.

Dated:
NTL INCORPORATED
[Corporate Seal]

By:
__________________________________           __________________________________
President                                    Secretary

Countersigned:                                                    (seal)
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
JERSEY CITY, NJ
TRANSFER AGENT AND REGISTRAR

By:

Authorized Officer




                       [Reverse of Warrant Certificate]

                      NTL INCORPORATED (SERIES A WARRANT)

         By accepting a Warrant Certificate, each holder shall be bound by all
of the terms and provisions of the Warrant Agreement (a copy of which is
available on request to the Secretary of the Company) and any amendments
thereto as fully and effectively as if such holder had signed the same.

         The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants by the Company expiring at 5:00 p.m., New York
City Time, on January 10, 2011, entitling the holder upon proper exercise to
receive shares of Common Stock and are issued or to be issued pursuant to the
Warrant Agreement, which Warrant Agreement is hereby incorporated by reference
in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the
words "holders" or "holder" meaning the registered holders or registered
holder) of the Warrants.

         The holder of the Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of
election to purchase set forth below on this Warrant Certificate properly
completed and executed, together with payment of the aggregate Exercise Price
in accordance with the provisions set forth on the face of this Warrant
Certificate. In the event that upon any exercise of Warrants evidenced hereby
the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, there shall be issued to the holder hereof or his
assignee a new Warrant Certificate evidencing the number of Warrants not
exercised.

         The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant, in each case, set forth on the face hereof may,
subject to certain conditions, be adjusted. If the Exercise Price is adjusted,
the Warrant Agreement provides that the number of shares of Common Stock
issuable upon the exercise of each Warrant may be adjusted. No fractions of a
share of Common Stock will be issued upon the exercise of any Warrant, but the
Company will pay the cash value in lieu thereof determined as provided in the
Warrant Agreement.

         Warrant Certificates, when surrendered at the principal corporate
trust office of the Warrant Agent by the registered holder thereof in person
or by legal representative or attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor evidencing in the
aggregate a like number of Warrants.

         Upon due presentation for registration of transfer of this Warrant
Certificate at the principal corporate trust office of the Warrant Agent a new
Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant




Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in
connection therewith.

         The Company and the Warrant Agent may deem and treat the registered
holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.

         The Warrant Agreement permits, with certain exceptions therein
provided, the supplementing or amendment thereof at any time by the Company
and the Warrant Agent with the written consent of registered holders of a
majority of the then outstanding Warrants (excluding Warrants held by the
Company or any of its controlled affiliates). Any such consent by or on behalf
of a holder of a Warrant shall be conclusive and binding upon such holder and
upon all future holders of this Warrant and any Warrant issued upon the
registration of transfer thereof or in exchange thereof whether or not
notation of such consent is made upon such Warrant or any other Warrant.

         THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS
REPRESENTED BY THIS CERTIFICATE ARE ACCOMPANIED BY CERTAIN RIGHTS AS SET FORTH
IN THE RIGHTS AGREEMENT BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK
TRANSFER & TRUST COMPANY (THE "RIGHTS AGENT"), DATED AS OF JANUARY 10, 2003 (THE
"RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY
REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE
COMPANY. THE COMPANY WILL MAIL TO THE HOLDER OF THIS WARRANT CERTIFICATE A
COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT
CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR TO THE SECRETARY
OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY
ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.




                              Form of Assignment

                 [Form of Assignment to be Executed if Holder
                Desires to Transfer Warrants Evidenced Hereby]

                                  ASSIGNMENT
     (To Be Executed by the Registered Holder in Order to Assign Warrants)

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)

unto ________________________________________________________________________

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________
 (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints
________________________________________________________________ Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.


Dated:__________, ____              ___________________________________
                                                Signature(s)*

                                    ___________________________________

                                    ___________________________________
                           (Social Security or Taxpayer Identification Number)




_____________________
Signature(s) Guaranteed*








                         Form of Election to Purchase
                   [To Be Executed Upon Exercise Of Warrant]

                              NOTICE OF EXERCISE
    (To Be Executed by the Registered Holder in Order to Exercise Warrants)

                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive shares of Common
Stock and herewith tenders payment for such shares to the order of NTL
Incorporated in the amount of $309.88 per share of Common Stock (subject to
adjustment) in accordance with the terms of the Warrant Agreement, in cash or
by certified or official bank check made payable to the order of the Company.


                         REQUEST FOR PAYMENT OF SPREAD

         [  ]     Please check if the undersigned, in lieu of tendering the
                  cash payment, as aforesaid, hereby requests the payment of
                  the "Spread" within the meaning of Section 7 of the Warrant
                  Agreement.

                  The undersigned requests that a certificate for such shares
be registered in the name of:

________________________________________________________________________
                         PLEASE INSERT SOCIAL SECURITY
                          OR OTHER IDENTIFYING NUMBER

and be delivered to:  _______________________________________________________
                               (PLEASE PRINT OR TYPE NAME AND ADDRESS,
                                      INCLUDING POSTAL ZIP CODE)
________________________________________________________________________

and, if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of
such Warrants be registered in the name of, and delivered to, the Registered
Holder at the address stated below:

________________________________________________________________________
                        (PLEASE PRINT OR TYPE ADDRESS)

Dated:__________, ____         ________________________________________________
                                                    Signature(s)*

                               ________________________________________________

                               ________________________________________________
                             (Social Security or Taxpayer Identification Number)


_____________________
Signature(s) Guaranteed*

* THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
MUST BEAR A SIGNATURE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION" AS
DEFINED IN RULE 17Ad-15(2) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.