Related Party Transactions and Outside Related Director Information

NTL Incorporated (NTLI)

4/18/2006 Proxy Information

W.R. Huff Asset Management owns shares of NTL stock (8.7%). Mr. Banks has served as Portfolio Manager for W. R. Huff Asset Management Company since June 1988.

Merger Transaction between Telewest Global, Inc. and NTL Incorporated

On March 3, 2006, NTL Incorporated and Telewest Global, Inc. completed a merger transaction which was structured as a reverse acquisition, so that:

(1) a corporation named NTL Incorporated ("Old NTL") merged with a subsidiary of Telewest Global, Inc. ("Telewest"), becoming a wholly-owned subsidiary of Telewest;

(2) Old NTL changed its named to NTL Holdings, Inc.;

(3) the ticker symbol for Telewest was changed to "ntli" on NASDAQ and Telewest changed its name to NTL Incorporated ("New NTL"); and

(4) New NTL replaced the board of directors in its entirety with members of the Old NTL board of directors, together with two members of the original Telewest board, Messrs. William J. Connors and Anthony (Cob) Stenham.

This proxy statement concerns the annual meeting of the ultimate parent entity, NTL Incorporated, previously known as Telewest Global, Inc. Since the transaction was structured as a reverse requisition, Old NTL became a subsidiary of New NTL. In this proxy statement, references to the Company and "us", "our", "we" and similar words refer to New NTL, but historical information is provided for Old NTL as if Old NTL had been the acquiror.

This approach is consistent with our other SEC filings. For historical information on Telewest see its Form 10-K for the year ended December 31, 2005.

Change in Capitalization

As a result of the Merger, the share capitalization of New NTL was changed so that each share of Old NTL was converted into 2.5 shares of New NTL stock and each share of Telewest was converted into 0.2875 shares of New NTL stock. We have adjusted all share, option, exercise price and other historical data contained in this proxy statement to show the figures taking into account the conversion in the Merger.

4/11/2005 Proxy Information

W.R. Huff Asset Management Co., L.L.C. (referred to in this section as "W.R. Huff"), Fidelity Management and Research Co., Franklin Mutual Advisers, LLC and Oaktree Capital Management, LLC each own beneficially, directly or indirectly, more than 5% of our outstanding common stock. Each of Angelo Gordon & Co. L.P. and Liberty Media Corporation was the beneficial owner of more than 5% of our outstanding common stock during 2004 but is no longer a 5% beneficial owner. Fidelity Management and Research Co., Franklin Mutual Advisers LLC, Oaktree Capital Management, LLC and Angelo Gordon were members of the ad hoc committee of noteholders of Telewest Communications' and its finance subsidiary's then outstanding notes and debentures, referred to as the bondholder committee. The members of the bondholder committee and W.R. Huff were parties to a term sheet pursuant to which the restructuring of Telewest Communications was effected. Each of the selling shareholders entered into a voting agreement with Telewest Communications to vote in favor of the restructuring. In connection with its financial restructuring, Telewest Communications paid certain compensation for and fees and expenses of W.R Huff, Liberty Media and the members of the bondholder committee, equaling approximately 21 million. Telewest had not made any payment to these parties.

William J. Connors and Michael J. McGuiness, each of whom is a director of Telewest, are employees of W.R Huff.