Exhibit 10.17

                           CERTIFICATE OF DESIGNATION
                       OF THE VOTING POWERS, DESIGNATION,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
              OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
                       LIMITATIONS AND RESTRICTIONS OF THE
                     5% CUMULATIVE PARTICIPATING CONVERTIBLE
                          PREFERRED STOCK, SERIES H OF
                                NTL INCORPORATED
                           -------------------------


                        PURSUANT TO SECTION 151(g) OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

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


                  The undersigned, Executive Vice President, General Counsel and
Secretary of NTL Incorporated, a Delaware corporation (the "Corporation"),
HEREBY CERTIFIES that the Board of Directors, in accordance with Article FOURTH,
Section B of the Corporation's Restated Certificate of Incorporation (the
"Certificate of Incorporation") and Section 151(g) of the Delaware General
Corporation Law (the "DGCL"), has authorized the creation of the series of
Preferred Stock (as defined below) hereinafter provided for and has established
the dividend, redemption, conversion and voting rights thereof and has adopted
the following resolution, creating the following new series of Preferred Stock:

                  "BE IT RESOLVED that, pursuant to authority expressly granted
to the Board of Directors by the provisions of Article FOURTH, Section B of the
Certificate of Incorporation and Section 151(g) of the DGCL, there is hereby
created and authorized the issuance of a new series of Preferred Stock, par
value $0.01 per share (the "Preferred Stock"), with the following powers,
designations, dividend rights, voting powers, rights on liquidation, conversion
rights, redemption rights and other preferences and relative, participating,
optional or other special rights and with the qualifications, limitations or
restrictions on the shares of such series (in addition to the powers,
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations and restrictions thereof set forth in
the Certificate of Incorporation that are applicable to each series of Preferred
Stock) hereinafter set forth.

                  (1) Number and Designation. 9,410.75 shares of Preferred Stock
shall be designated as "5% Cumulative Participating Convertible Preferred Stock,

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Series H of NTL Incorporated" (the "5% Preferred Stock") and no other shares of
Preferred Stock shall be designated as 5% Preferred Stock.

                  (2) Definitions. For purposes of the 5% Preferred Stock, the
following terms shall have the meanings indicated:

         "Additional Preferred" shall have the meaning set forth in paragraph
         (4)(a).

         "Bankruptcy Event" shall mean any of the following: (I) a court having
         jurisdiction in the premises enters a decree or order for (A) relief in
         respect of any Major Entity in an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereinafter in
         effect, (B) appointment of a receiver, liquidator, assignee, custodian,
         trustee, sequestrator or similar official of any Major Entity or for
         all or substantially all of the property and assets of any Major Entity
         or (C) the winding up or liquidation of the affairs of any Major
         Entity; or (II) any Major Entity (A) commences a voluntary case under
         any applicable bankruptcy, insolvency or other similar law now or
         hereinafter in effect, or consents to the entry of an order for relief
         in an involuntary case under any such law, (B) consents to the
         appointment of or taking possession by a receiver, liquidator,
         assignee, custodian, trustee, sequestrator or similar official of any
         Major Entity, or for all or substantially all of the property and
         assets of any Major Entity or (C) effects any general assignment for
         the benefit of creditors.

         "Board of Directors" shall mean the board of directors of the
         Corporation. Except as such term is used in paragraph (9), "Board of
         Directors" shall also mean the Executive Committee, if any, of such
         board of directors or any other committee duly authorized by such board
         of directors to perform any of its responsibilities with respect to the
         5% Preferred Stock.

         "Business Day" shall mean any day other than a Saturday, Sunday or a
         day on which state or federally chartered banking institutions in New
         York, New York are not required to be open.

         "Certificate of Incorporation" shall have the meaning set forth in the
         preamble.

         "Common Stock" shall mean the common stock, par value $0.01 per share,
         of the Corporation.

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         "Constituent Person" shall have the meaning set forth in paragraph
         (8)(e)(i).

         "Conversion Rate" shall have the meaning set forth in paragraph (8)(a).

         "Corporation" shall have the meaning set forth in the preamble.

         "Current Market Price" of publicly traded shares of Common Stock or any
         other class of capital stock or other security of the Corporation or
         any other issuer for any day 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 national securities exchange or the Nasdaq
         National Market, "Current Market Price" shall mean the average of the
         last reported closing bid and asked prices reported by the Nasdaq as
         furnished by any member in good standing of the National Association of
         Securities Dealers, Inc., selected from time to time by the Corporation
         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 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 shall be entitled to determine the
         Current Market Price on the basis of such quotations as it reasonably
         considers appropriate.

         "Determination Date" shall have the meaning set forth in paragraph
         (8)(d)(ii).

         "DGCL" shall have the meaning set forth in the preamble.

         "Dividend Payment Date" shall mean September 30, December 31, March 31
         and June 30 of each year, commencing on March 31, 2001; provided,
         however, that if any Dividend Payment Date falls on any day other than
         a Business Day, the dividend payment due on such Dividend Payment Date
         shall be paid on the Business Day immediately following such Dividend
         Payment Date.

         "Dividend Periods" shall mean quarterly dividend periods commencing
         on September 30, December 31, March 31 and June 30 of each yean
         and ending on and including the day preceding the first day of the
         next succeeding Dividend Period.

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         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended, and the rules and regulations thereunder.

         "Expiration Time" shall have the meaning set forth in paragraph
         (8)(d)(v).

         "5% Preferred Stock" shall have the meaning set forth in paragraph (1).

         "Holdco" shall have the meaning set forth in paragraph (8)(e)(ii).

         "Issue Date" shall mean the date on which shares of 5% Preferred Stock
         are first issued by the Corporation.

         "Junior Securities" shall have the meaning set forth in paragraph
         (3)(c).

         "Junior Securities Distributions" shall have the meaning set forth in
         paragraph (4)(f).

         "Liquidation Right" shall mean, for each share of 5% Preferred Stock,
         the greater of (i) an amount equal to $1,000.00 per share, plus an
         amount equal to all dividends (whether or not earned or declared)
         accrued and unpaid thereon to the date of final distribution to such
         holders, and (ii) the amount that would be received in liquidation
         following conversion of a share of 5% Preferred Stock into Common
         Stock.

         "Major Entity" shall mean any of the Corporation, NTL (Delaware), Inc.,
         NTL Communications Corp., Diamond Cable Communications Limited, Diamond
         Holdings Limited, NTL (Triangle) LLC or any Significant Subsidiary.

         "Mandatory Redemption Date" shall have the meaning set forth in
         paragraph (6)(c).

         "Mandatory Redemption Obligation" shall have the meaning set forth in
         paragraph (6)(d).

         "Nasdaq" means the Nasdaq Stock Market, Inc., the electronic securities
         market regulated by the National Association of Securities Dealers,
         Inc.

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         "Nasdaq National Market" shall have the meaning set forth in Rule
         4200(a)(23) of the rules of the National Association of Securities
         Dealers, Inc.

         "Non-electing share" shall have the meaning set forth in paragraph
         (8)(e)(i).

         "NYSE" means the New York Stock Exchange.

         "Outstanding", when used with reference to shares of stock, shall mean
         issued shares, excluding shares held by the Corporation or a subsidiary
         of the Corporation.

         "Parity Securities" shall have the meaning set forth in paragraph
         (3)(b).

         "Person" shall mean any individual, partnership, association, joint
         venture, corporation, business, trust, joint stock company, limited
         liability company, any unincorporated organization, any other entity, a
         "group" of such persons, as that term is defined in Rule 13d-5(b) under
         the Exchange Act, or a government or political subdivision thereof.

         "Preferred Shares" has the meaning set forth in paragraph (9)(c).

                  "Preferred Stock" shall have the meaning set forth in the
         first paragraph of this resolution.

         "Purchase Shares" shall have the meaning set forth in paragraph
         (8)(d)(v).

         "Record Date" shall have the meaning set forth in paragraph (8)(d)(iv).

         "Relevant Compounding Factor" shall mean, with respect to each share of
         5% Preferred Stock, upon initial issuance 1.00, and shall on each
         Dividend Payment Date be increased to equal the product of the Relevant
         Compounding Factor in effect immediately prior to such Dividend Payment
         Date and 1.0125.

         "Rights" shall have the meaning set forth in paragraph (11).

         "Securities" shall have the meaning set forth in paragraph (8)(d)(iii).

         "Senior Securities" shall have the meaning set forth in paragraph
         (3)(a).

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         "set apart for payment" shall be deemed to include, without any action
         other than the following, the recording by the Corporation in its
         accounting ledgers of any accounting or bookkeeping entry which
         indicates, pursuant to a declaration of dividends or other distribution
         by the Board of Directors, the allocation of funds to be so paid on any
         series or class of capital stock of the Corporation; provided, however,
         that if any funds for any class or series of Junior Securities or any
         class or series of Parity Securities are placed in a separate account
         of the Corporation or delivered to a disbursing, paying or other
         similar agent, then "set apart for payment" with respect to the 5%
         Preferred Stock shall mean placing such funds in a separate account or
         delivering such funds to a disbursing, paying or other similar agent,
         as the case may be.

         "Significant Subsidiary" shall have the meaning given to such term in
         Regulation S-X under the Exchange Act.

         "13% Preferred" shall have the meaning set forth in paragraph (3)(d).

         "Trading Day" shall mean any day on which the securities in question
         are traded on the NYSE, or if such securities are not listed or
         admitted for trading on the NYSE, on the principal national securities
         exchange on which such securities are listed or admitted, or if not
         listed or admitted for trading on any national securities exchange, on
         the Nasdaq National Market, or if such securities are not quoted
         thereon, in the applicable securities market in which the securities
         are traded.

         "Transaction" shall have the meaning set forth in paragraph (8)(e)(i).

         "Trigger Event" shall have the meaning set forth in paragraph (9)(b).

         "Trigger Event Cure" shall have the meaning set forth in paragraph
         (9)(b).

         "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.

                  (3) Rank. Any class or series of stock of the Corporation
shall be deemed to rank:

                  (a) prior to the 5% Preferred Stock, either as to the payment
of dividends or as to distribution of assets upon liquidation, dissolution or
winding up,

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or both, if the holders of such class or series shall be entitled by
the terms thereof to the receipt of dividends and of amounts distributable upon
liquidation, dissolution or winding up, in preference or priority to the holders
of 5% Preferred Stock ("Senior Securities");

                  (b) on a parity with the 5% Preferred Stock, either as to the
payment of dividends or as to distributions of assets upon liquidation,
dissolution or winding up, or both, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share thereof be different
from those of the 5% Preferred Stock, if the holders of the 5% Preferred Stock
and of such class of stock or series shall be entitled by the terms thereof to
the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, or both, in proportion to their respective amounts of
accrued and unpaid dividends per share or liquidation preferences, without
preference or priority one over the other and such class of stock or series is
not a class of Senior Securities ("Parity Securities"); and

                  (c) junior to the 5% Preferred Stock, either as to the payment
of dividends or as to the distribution of assets upon liquidation, dissolution
or winding up, or both, if such stock or series shall be Common Stock or if the
holders of the 5% Preferred Stock shall be entitled to receipt of dividends, and
of amounts distributable upon liquidation, dissolution or winding up, in
preference or priority to the holders of shares of such stock or series ("Junior
Securities").

                  (d) Each of the 13% Senior Redeemable Exchangeable Preferred
Stock of the Corporation and the 13% Series B Senior Redeemable Exchangeable
Preferred Stock of the Corporation (collectively, the "13% Preferred") is a
Senior Security. Each of the Series A Junior Participating Preferred Stock of
the Corporation and Common Stock is a Junior Security. The 5% Cumulative
Participating Convertible Preferred Stock, Series A of the Corporation, the 5%
Cumulative Participating Convertible Preferred Stock, Series C of the
Corporation, the 5% Cumulative Participating Convertible Preferred Stock, Series
D of the Corporation, the 5% Cumulative Preferred Stock, Series A of the
Corporation, the 5% Cumulative Participating Convertible Preferred Stock, Series
E of the Corporation, the 5% Cumulative Participating Convertible Preferred
Stock, Series B of the Corporation, the 5% Cumulative Participating Convertible
Preferred Stock, Series B-1 of the Corporation, the 5% Cumulative Participating
Convertible Preferred Stock, Series F of the Corporation, the 5% Cumulative
Participating Convertible Preferred Stock, Series B-2 of the Corporation, the 5%
Cumulative Participating Convertible Preferred Stock, Series G of the
Corporation, the 5% Cumulative Participating Convertible Preferred Stock, Series
B-3 of the Corporation and one or more classes

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of Additional Preferred shall be Parity Securities; provided, however, that
there shall be no issue of other Senior Securities, Parity Securities or rights
or options exercisable for or convertible into any such securities, except as
approved by the holders of the 5% Preferred Stock pursuant to paragraph 9(e).

                  (e) The respective definitions of Senior Securities, Junior
Securities and Parity Securities shall also include any rights or options
exercisable for or convertible into any of the Senior Securities, Junior
Securities and Parity Securities, as the case may be. The 5% Preferred Stock
shall be subject to the creation of Junior Securities, Parity Securities and
Senior Securities as set forth herein.

                  (f) Dividends. Subject to paragraph (8)(b)(ii), the holders of
shares of 5% Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors, out of funds legally available for the
payment of dividends, dividends at the quarterly rate of $12.50 per share
(assuming a $1,000.00 face amount) payable in cash, shares of Common Stock (such
Common Stock for this purpose to be assigned a value equal to the 25-Day Average
Market Price as of the record date for such Dividend Payment Date) or additional
shares of Preferred Stock of a class to be designated by the Board of Directors
having terms substantially identical to the 5% Preferred Stock except as
follows: (A) the Conversion Rate (as set forth in Section 8(a)) on such
Preferred Stock initially shall be the quotient resulting from the division of
the Conversion Rate (as then in effect on the 5% Preferred Stock) by the
Relevant Compounding Factor and (B) the number of shares of such Preferred Stock
payable as a dividend on any Dividend Payment Date shall increase for each
Dividend Payment Date from the first Dividend Payment Date by the Relevant
Compounding Factor (such classes of Preferred Stock singularly and collectively,
the "Additional Preferred"). All dividends on the 5% Preferred Stock, in
whatever form, shall be payable in arrears quarterly on each Dividend Payment
Date and shall be cumulative from the Issue Date (except that dividends on
Additional Preferred shall accrue from the date such Additional Preferred is
issued or would have been issued in accordance with this Certificate of
Designation if such dividends had been declared), whether or not in any Dividend
Period or Dividend Periods there shall be funds of the Corporation legally
available for the payment of such dividends. Each such dividend shall be payable
to the holders of record of shares of the 5% Preferred Stock, as they appear on
the stock records of the Corporation at the close of business on the record date
for such dividend. Upon the declaration of any such dividend, the Board of
Directors shall fix as such record date the fifth Business Day preceding the
relevant Dividend Payment Date and shall give notice on or prior to the record
date of the form of payment of such dividend. Accrued and unpaid dividends for
any past Dividend Payment Date may be declared

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and paid at any time, without reference to any Dividend Payment Date, to holders
of record on such record date, not more than 45 days nor less than five Business
Days preceding the payment date thereof, as may be fixed by the Board of
Directors.

                  (g) In addition to the dividends described in the preceding
paragraph, holders of shares of the 5% Preferred Stock shall be entitled to
receive an amount equal to the amount (and in the form of consideration) that
such holders would be entitled to receive if, pursuant to paragraph (8), they
had converted such 5% Preferred Stock fully into Common Stock immediately before
the record date for the payment of any such dividends on Common Stock. Each such
dividend shall be payable to the holders of record of shares of the 5% Preferred
Stock as they appear on the stock records of the Corporation at the close of
business on the record date for such dividend on Common Stock, and the
Corporation shall pay each such dividend on the applicable payment date for such
dividend on the Common Stock.

                  (h) For the purpose of determining the number of Additional
Preferred to be issued pursuant to paragraph (4)(a), each share of Additional
Preferred shall be valued at $1,000.00. Holders of such Additional Preferred
shall be entitled to receive dividends payable at the rates specified in
paragraph (4)(a).

                  (i) The dividends payable for any period shorter than a full
Dividend Period on the 5% Preferred Stock shall accrue daily and be computed on
the basis of a 360-day year and the actual number of days in such period. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on the 5% Preferred Stock that may be in
arrears except as otherwise provided herein.

                  (j) So long as any shares of the 5% Preferred Stock are
outstanding, no dividends, except as described in the next succeeding sentence,
shall be declared or paid or set apart for payment on Parity Securities or
Junior Securities, for any period, nor shall any Parity Securities or Junior
Securities be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid to or made available for a sinking fund for the
redemption of any such Parity Securities or Junior Securities) by the
Corporation (except for conversion into or exchange into other Parity Securities
or Junior Securities, as the case may be) unless, in each case, (i) full
cumulative dividends on all outstanding shares of the 5% Preferred Stock for all
Dividend Periods terminating on or prior to the date of such redemption,
repurchase or other acquisition shall have been paid or set apart for payment,
(ii) sufficient funds shall have been paid or set apart for the payment of the
dividend for the current Dividend Period with respect to the 5% Preferred Stock
and (iii) the

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Corporation is not in default with respect to any redemption of shares of 5%
Preferred Stock by the Corporation pursuant to paragraph (6) below. When
dividends are not fully paid in Common Stock or Additional Preferred or are not
paid in full in cash or a sum sufficient for such payment is not set apart, as
aforesaid, all dividends declared upon shares of the 5% Preferred Stock and all
dividends declared upon Parity Securities shall be declared ratably in
proportion to the respective amounts of dividends accumulated and unpaid on the
5% Preferred Stock and accumulated and unpaid on such Parity Securities.

                  (k) So long as any shares of the 5% Preferred Stock are
outstanding, no dividends (other than (i) any Rights issued pursuant to the
stockholder rights plan as provided in paragraph (11) and (ii) dividends or
distributions paid in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Junior Securities) shall be declared or paid or set apart
for payment or other distribution declared or made upon Junior Securities, nor
shall any Junior Securities be redeemed, purchased or otherwise acquired (other
than a redemption, purchase, or other acquisition of shares of Common Stock made
for purposes of an employee incentive or benefit plan of the Corporation or any
subsidiary of the Corporation) (all such dividends, distributions, redemptions
or purchases being hereinafter referred to as "Junior Securities Distributions")
for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Corporation,
directly or indirectly (except by conversion into or exchange for Junior
Securities), unless in each case (A) full cumulative dividends on all
outstanding shares of the 5% Preferred Stock and all Parity Securities shall
have been paid or set apart for payment for all past Dividend Periods and
dividend periods for such Parity Securities, (B) sufficient funds shall have
been paid or set apart for the payment of the dividend for the current Dividend
Period with respect to the 5% Preferred Stock and all Parity Securities, (C) the
Corporation is not in default with respect to any redemption of shares of 5%
Preferred Stock by the Corporation pursuant to paragraph (6) below and (D) the
Corporation has fully performed its obligations under paragraphs (4)(b) and (6).

                  (l) Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the assets of the Corporation (whether
capital or surplus) shall be made to or set apart for the holders of Junior
Securities, the holders of the shares of 5% Preferred Stock shall be entitled to
receive the Liquidation Right. If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of the shares of 5% Preferred Stock shall be
insufficient to pay in full the preferential amount

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aforesaid and liquidating payments on any Parity Securities, then such assets,
or the proceeds thereof, shall be distributed among the holders of shares of 5%
Preferred Stock and any such other Parity Securities ratably in accordance with
the respective amounts that would be payable on such shares of 5% Preferred
Stock and any such other stock if all amounts payable thereon were paid in full.
For the purposes of this paragraph (5), (i) a consolidation or merger of the
Corporation with one or more corporations, or (ii) a sale or transfer of all or
substantially all of the Corporation's assets, shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the
Corporation.

                  (m) Subject to the rights of the holders of any Parity
Securities, upon any liquidation, dissolution or winding up of the Corporation,
after payment shall have been made in full to the holders of the 5% Preferred
Stock, as provided in this paragraph (5), any other series or class or classes
of Junior Securities shall, subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the 5% Preferred Stock shall not be
entitled to share therein.

                  (n) Redemption. On and after the first Business Day following
the earlier to occur of (i) August 13, 2006 or (ii) the date on which both (A)
the 25-Day Average Market Price of the Common Stock shall have exceeded $96.00
and (B) August 13, 2003, to the extent the Corporation shall have funds legally
available for such payment, the Corporation may redeem at its option shares of
5% Preferred Stock, from time to time in part, or in whole, payable at the
option of the Corporation in (A) cash, at a redemption price of $1,000.00 per
share, (B) in shares of Common Stock, at a redemption price of $1,000.00 per
share, or (C) in a combination of cash and Common Stock, at a redemption price
based on the respective combination of consideration, together in each case with
accrued and unpaid dividends thereon, whether or not declared, to, but
excluding, the date fixed for redemption, without interest. For purposes of
determining the number of shares of Common Stock to be issued pursuant to this
paragraph (6)(a), the price per share of Common Stock shall be the 25-Day
Average Market Price.

                  (o) On and after the first Business Day following August 13,
2009, each holder of shares of 5% Preferred Stock shall have the right to
require the Corporation, to the extent the Corporation shall have funds legally
available therefor, to redeem such holder's shares of 5% Preferred Stock, from
time to time in part, or in whole, at a redemption price of $1,000.00 per share,
payable at the option of the Corporation in cash, shares of Common Stock or a
combination thereof, together with accrued and unpaid dividends thereon to, but
excluding, the date fixed for redemption, without interest. For purposes of
determining the number of shares of

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Common Stock to be issued pursuant to this paragraph (6)(b), the price per share
of Common Stock shall equal the 25-Day Average Market Price. Any holder of
shares of 5% Preferred Stock who elects to exercise its rights pursuant to this
paragraph (6)(b) shall deliver to the Corporation a written notice of election
not less than 20 days prior to the date on which such holder demands redemption
pursuant to this paragraph 6(b), which written notice shall set forth the name
of the Holder, the number of shares of 5% Preferred Stock to be redeemed and a
statement that the election to exercise a redemption right is being made
thereby; and, subject to paragraph (10)(d), shall deliver to the Corporation on
or before the date of redemption certificates evidencing the shares of 5%
Preferred Stock to be redeemed, duly endorsed for transfer to the Corporation.

                  (p) If the Corporation shall not have redeemed all outstanding
shares of 5% Preferred Stock pursuant to paragraphs (6)(a) or (6)(b), on August
13, 2019 (the "Mandatory Redemption Date"), to the extent the Corporation shall
have funds legally available for such payment, the Corporation shall redeem all
outstanding shares of 5% Preferred Stock, at a redemption price of $1,000.00 per
share, payable at the option of the Corporation in cash, shares of Common Stock
or a combination thereof, together with accrued and unpaid dividends thereon to,
but excluding, the Mandatory Redemption Date, without interest. For purposes of
determining the number of shares of Common Stock to be issued pursuant to this
paragraph (6)(c), the price per share of Common Stock shall be the 25-Day
Average Market Price.

                  (q) If the Corporation is unable or shall fail to discharge
its obligation to redeem all outstanding shares of 5% Preferred Stock pursuant
to paragraphs 6(b) or 6(c) (each, a "Mandatory Redemption Obligation"), the
Mandatory Redemption Obligation shall be discharged as soon as the Corporation
is able to discharge such Mandatory Redemption Obligation. If and so long as any
Mandatory Redemption Obligation with respect to the 5% Preferred Stock shall not
be fully discharged, the Corporation shall not (i) directly or indirectly,
redeem, purchase, or otherwise acquire any Parity Security or discharge any
mandatory or optional redemption, sinking fund or other similar obligation in
respect of any Parity Securities (except in connection with a redemption,
sinking fund or other similar obligation to be satisfied pro rata with the 5%
Preferred Stock) or (ii) declare or make any Junior Securities Distribution
(other than dividends or distributions paid in shares of, or options, warrants
or rights to subscribe for or purchase shares of, Junior Securities), or,
directly or indirectly, discharge any mandatory or optional redemption, sinking
fund or other similar obligation in respect of the Junior Securities.

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                  (r) Upon any redemption of 5% Preferred Stock, the Corporation
shall pay the redemption price and any accrued and unpaid dividends in arrears
to, but excluding, the applicable redemption date.

                  (s) For purposes of paragraph (6)(a) only, unless full
cumulative dividends (whether or not declared) on all outstanding shares of 5%
Preferred Stock and any Parity Securities shall have been paid or
contemporaneously are declared and paid or set apart for payment for all
Dividend Periods terminating on or prior to the applicable redemption date and
notice has been given in accordance with paragraph (7), none of the shares of 5%
Preferred Stock shall be redeemed, and no sum shall be set aside for such
redemption, unless shares of 5% Preferred Stock are redeemed pro rata and notice
has previously been given in accordance with paragraph (7).

                  (t) Procedure for Redemption. If the Corporation shall redeem
shares of 5% Preferred Stock pursuant to paragraph 6(a), notice of such
redemption shall be given by certified mail, return receipt requested, postage
prepaid, mailed not less than 30 days nor more than 60 days prior to the
applicable redemption date, to each holder of record of the shares to be
redeemed at such holder's address as the same appears on the stock register of
the Corporation and confirmed by facsimile transmission to each holder of record
if the Corporation has been furnished with such facsimile address by the
holder(s); provided, however, that neither the failure to give such notice nor
confirmation nor any defect therein or in the mailing thereof, to any particular
holder, shall affect the sufficiency of the notice or the validity of the
proceedings for redemption with respect to the other holders. Any notice that
was mailed in the manner herein provided shall be conclusively presumed to have
been duly given on the date mailed whether or not the holder receives the
notice. Each such notice shall state: (i) the redemption date; (ii) the number
of shares of 5% Preferred Stock to be redeemed and, if fewer than all the shares
held by such holder are to be redeemed, the number of shares to be redeemed from
such holder; (iii) the amount payable, whether such amount shall be paid in
Common Stock or in cash and if the payment is in Common Stock an explanation of
the determination of the amount to be paid; (iv) the place or places where
certificates for such shares are to be surrendered or the notice under paragraph
(10)(d) should be sent for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date, except as otherwise provided herein.

                  (u) If notice has been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
for the payment of the redemption price of the shares called for redemption and
dividends

                                       13
<PAGE>

accrued and unpaid thereon, if any), (i) except as otherwise provided herein,
dividends on the shares of 5% Preferred Stock so called for redemption shall
cease to accrue, (ii) said shares shall no longer be deemed to be outstanding
and (iii) all rights of the holders thereof as holders of the 5% Preferred Stock
shall cease (except the right to receive from the Corporation the redemption
price without interest thereon, upon surrender and endorsement (or a
constructive surrender under paragraph (10)(d)) of their certificates if so
required, and to receive any dividends payable thereon).

                  (v) Upon surrender (including a constructive surrender under
paragraph (10)(d)) in accordance with notice given pursuant to this paragraph
(7) of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid, plus any dividends payable
thereon. If fewer than all the outstanding shares of 5% Preferred Stock are to
be redeemed, the number of shares to be redeemed shall be determined by the
Board of Directors and the shares to be redeemed shall be selected pro rata
(with any fractional shares being rounded to the nearest whole share). In case
fewer than all the shares represented by any such certificate are redeemed, a
new certificate shall be issued, subject to a holder's election under paragraph
(10)(d), representing the surrendered shares without cost to the holder thereof.

                  (w) Conversion. Subject to and upon compliance with the
provisions of this paragraph (8), a holder of shares of 5% Preferred Stock shall
have the right, at any time and from time to time, at such holder's option, to
convert any or all outstanding shares of 5% Preferred Stock held by such holder,
but not fractions of shares, into fully paid and non-assessable shares of Common
Stock by surrendering such shares to be converted, such surrender to be made in
the manner provided in paragraph (8)(b). The number of shares of Common Stock
deliverable upon conversion of each share of 5% Preferred Stock shall be equal
to 11.669415 as adjusted as provided herein (the "Conversion Rate"). The
Conversion Rate is subject to adjustment from time to time pursuant to paragraph
(8)(d). The right to convert shares called for redemption pursuant to paragraph
6(a) shall terminate at the close of business on the date immediately preceding
the date fixed for such redemption unless the Corporation shall default in
making payment of the amount payable upon such redemption, in which case such
right of conversion shall be reinstated. Upon conversion, any accrued and unpaid
dividends on the 5% Preferred Stock at the date of conversion shall be paid to
the holder thereof in accordance with the provisions of paragraph (4).

                                       14
<PAGE>

                  (i) In order to exercise the conversion privilege, the holder
of each share of 5% Preferred Stock to be converted shall surrender (or
constructively surrender in accordance with paragraph (10)(d)) the certificate
representing such share, duly endorsed or assigned to the Corporation or in
blank, at the office of the Corporation, or to any transfer agent of the
Corporation previously designated by the Corporation to the holders of the 5%
Preferred Stock for such purposes, with a written notice of election to convert
completed and signed, specifying the number of shares to be converted. Such
notice shall state that the holder has satisfied any legal or regulatory
requirement for conversion, including compliance with the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; provided, however, that the
Corporation shall use its best efforts in cooperating with such holder to obtain
such legal or regulatory approvals to the extent its cooperation is necessary.
Such notice shall also state the name or names (with address and social security
or other taxpayer identification number, if applicable) in which the certificate
or certificates for Common Stock are to be issued. Unless the shares issuable on
conversion are to be issued in the same name as the name in which such share of
5% Preferred Stock is registered, each share surrendered for conversion shall be
accompanied by instruments of transfer, in form satisfactory to the Corporation,
duly executed by the holder or the holder's duly authorized attorney and an
amount sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have been paid).
All certificates representing shares of 5% Preferred Stock surrendered for
conversion shall be canceled by the Corporation or the transfer agent.

                  (ii) Subject to the last sentence of paragraph (8)(a), holders
of shares of 5% Preferred Stock at the close of business on a dividend payment
record date shall not be entitled to receive the dividend payable on such shares
on the corresponding Dividend Payment Date if such holder shall have surrendered
(or made a constructive surrender under paragraph (10)(d)) for conversion such
shares at any time following the preceding Dividend Payment Date and prior to
such Dividend Payment Date.

                  (iii) Subject to a holder's election under paragraph (10)(d),
as promptly as practicable after the surrender (including a constructive
surrender under paragraph (10)(d)) by a holder of the certificates for shares of
5% Preferred Stock as aforesaid, the Corporation shall issue and shall deliver
to such holder, or on the holder's written order, a certificate or certificates
(which certificate or certificates shall have the legend set forth in paragraph
(10)(c)) for the whole number of duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock

                                       15
<PAGE>

issuable upon the conversion of such shares in accordance with the provisions of
this paragraph (8), and any fractional interest in respect of a share of Common
Stock arising on such conversion shall be settled as provided in paragraph
(8)(c). Upon conversion of only a portion of the shares of 5% Preferred Stock
represented by any certificate, a new certificate shall be issued representing
the unconverted portion of the certificate so surrendered without cost to the
holder thereof. Subject to a holder's election under paragraph (10)(d), upon the
surrender (including a constructive surrender under paragraph (10)(d)) of
certificates representing shares of 5% Preferred Stock to be converted, such
shares shall no longer be deemed to be outstanding and all rights of a holder
with respect to such shares so surrendered shall immediately terminate except
the right to receive the Common Stock and other amounts payable pursuant to this
paragraph (8).

                  (iv) Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which the certificates
for shares of 5% Preferred Stock shall have been surrendered (or deemed
surrendered pursuant to an election under paragraph (10)(d)) and such notice
received by the Corporation as aforesaid, and the Person or Persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares of Common Stock represented thereby at such time
on such date and such conversion shall be into a number of shares of Common
Stock equal to the product of the number of shares of 5% Preferred Stock
surrendered times the Conversion Rate in effect at such time on such date,
unless the stock transfer books of the Corporation shall be closed on that date,
in which event such Person or Persons shall be deemed to have become such holder
or holders of record at the close of business on the next succeeding day on
which such stock transfer books are open, but such conversion shall be based
upon the Conversion Rate in effect on the date upon which such shares shall have
been surrendered and such notice received by the Corporation.

                  (v) No fractional shares or scrip representing fractions of
shares of Common Stock shall be issued upon conversion of the 5% Preferred
Stock. Instead of any fractional interest in a share of Common Stock that would
otherwise be deliverable upon the conversion of a share of 5% Preferred Stock,
the Corporation shall pay to the holder of such share an amount in cash based
upon the Current Market Price of Common Stock on the Trading Day immediately
preceding the date of conversion. If more than one share shall be surrendered
for conversion (or deemed surrendered under paragraph (10)(d)) at one time by
the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of 5% Preferred Stock

                                       16
<PAGE>


surrendered (or deemed surrendered under paragraph (10)(d)) for conversion by
such holder.

                  (vi) Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which the certificates
for shares of 5% Preferred Stock shall have been surrendered (or deemed
surrendered under paragraph (10)(d)) and such notice received by the Corporation
as aforesaid, and the Person or Persons in whose name or names any certificate
or certificates for shares of Common Stock shall be issuable upon such
conversion shall be deemed to have become the holder or holders of record of the
shares of Common Stock represented thereby at such time on such date and such
conversion shall be into a number of shares of Common Stock equal to the product
of the number of shares of 5% Preferred Stock surrendered times the Conversion
Rate in effect at such time on such date, unless the stock transfer books of the
Corporation shall be closed on that date, in which event such Person or Persons
shall be deemed to have become such holder or holders of record at the close of
business on the next succeeding day on which such stock transfer books are open,
but such conversion shall be based upon the Conversion Rate in effect on the
date upon which such shares shall have been surrendered (or deemed surrendered
under paragraph (10)(d)) and such notice received by the Corporation.

                  (x) The Conversion Rate shall be adjusted from time to time as
follows:

                  (i) If the Corporation shall after the Issue Date (A) declare
a dividend or make a distribution on its Common Stock in shares of its Common
Stock, (B) subdivide its outstanding Common Stock into a greater number of
shares, (C) combine its outstanding Common Stock into a smaller number of shares
or (D) effect any reclassification of its outstanding Common Stock, the
Conversion Rate in effect on the record date for such dividend or distribution,
or the effective date of such subdivision, combination or reclassification, as
the case may be, shall be proportionately adjusted so that the holder of any
share of 5% Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number and kind of shares of Common Stock that such
holder would have owned or have been entitled to receive after the happening of
any of the events described above had such share been converted immediately
prior to the record date in the case of a dividend or distribution or the
effective date in the case of a subdivision, combination or reclassification. An
adjustment made pursuant to this subparagraph (i) shall become effective
immediately after the opening of business on the Business Day next following the
record date (except as provided in paragraph (8)(h)) in the case of a dividend
or

                                       17
<PAGE>

distribution and shall become effective immediately after the opening of
business on the Business Day next following the effective date in the case of a
subdivision, combination or reclassification. Adjustments in accordance with
this paragraph (8)(d)(i) shall be made whenever any event listed above shall
occur.

                  (ii) If the Corporation shall after the Issue Date fix a
record date for the issuance of rights or warrants (in each case, other than any
Rights issued pursuant to the stockholder rights plan as provided in paragraph
(11)) to all holders of Common Stock entitling them (for a period expiring
within 45 days after such record date) to subscribe for or purchase Common Stock
(or securities convertible into Common Stock) at a price per share (or, in the
case of a right or warrant to purchase securities convertible into Common Stock,
having an effective exercise price per share of Common Stock, computed on the
basis of the maximum number of shares of Common Stock issuable upon conversion
of such convertible securities, plus the amount of additional consideration
payable, if any, to receive one share of Common Stock upon conversion of such
securities) less than the 25-Day Average Market Price on the date on which such
issuance was declared or otherwise announced by the Corporation (the
"Determination Date"), then the Conversion Rate in effect at the opening of
business on the Business Day next following such record date shall be adjusted
so that the holder of each share of 5% Preferred Stock shall be entitled to
receive, upon the conversion thereof, the number of shares of Common Stock
determined by multiplying (I) the Conversion Rate in effect immediately prior to
such record date by (II) a fraction, the numerator of which shall be the sum of
(A) the number of shares of Common Stock outstanding on the close of business on
the Determination Date and (B) the number of additional shares of Common Stock
offered for subscription or purchase pursuant to such rights or warrants (or in
the case of a right or warrant to purchase securities convertible into Common
Stock, the aggregate number of additional shares of Common Stock into which the
convertible securities so offered are initially convertible), and the
denominator of which shall be the sum of (A) the number of shares of Common
Stock outstanding on the close of business on the Determination Date and (B) the
number of shares that the aggregate proceeds to the Corporation from the
exercise of such rights or warrants for Common Stock would purchase at such
25-Day Average Market Price on such date (or, in the case of a right or warrant
to purchase securities convertible into Common Stock, the number of shares of
Common Stock obtained by dividing the aggregate exercise price of such rights or
warrants for the maximum number of shares of Common Stock issuable upon
conversion of such convertible securities, plus the aggregate amount of
additional consideration payable, if any, to convert such securities into Common
Stock, by such 25-Day Average Market Price). Such adjustment shall become
effective immediately after the opening of business on the Business Day

                                       18
<PAGE>

next following such record date (except as provided in paragraph (8)(h)). Such
adjustment shall be made successively whenever such a record date is fixed. In
the event that after fixing a record date such rights or warrants are not so
issued, the Conversion Rate shall be readjusted to the Conversion Rate which
would then be in effect if such record date had not been fixed. In determining
whether any rights or warrants entitle the holders of Common Stock to subscribe
for or purchase shares of Common Stock at less than such 25-Day Average Market
Price, there shall be taken into account any consideration received by the
Corporation upon issuance and upon exercise of such rights or warrants, the
value of such consideration, if other than cash, to be determined by the Board
of Directors in good faith. In case any rights or warrants referred to in this
subparagraph (ii) shall expire unexercised after the same have been distributed
or issued by the Corporation (or, in the case of rights or warrants to purchase
securities convertible into Common Stock once exercised, the conversion right of
such securities shall expire), the Conversion Rate shall be readjusted at the
time of such expiration to the Conversion Rate that would have been in effect if
no adjustment had been made on account of the distribution or issuance of such
expired rights or warrants.

                  (iii) If the Corporation shall fix a record date for the
making of a distribution to all holders of its Common Stock of evidences of its
indebtedness, shares of its capital stock or assets (excluding regular cash
dividends or distributions declared in the ordinary course by the Board of
Directors and dividends payable in Common Stock for which an adjustment is made
pursuant to paragraph (8)(d)(i)) or rights or warrants (in each case, other than
any Rights issued pursuant to the stockholder rights plan as provided in
paragraph (11)) to subscribe for or purchase any of its securities (excluding
those rights and warrants issued to all holders of Common Stock entitling them
(for a period expiring within 45 days after such record date) to subscribe for
or purchase Common Stock or securities convertible into shares of Common Stock,
which rights and warrants are referred to in and treated under subparagraph (ii)
above) (any of the foregoing being hereinafter in this subparagraph (iii) called
the "Securities"), then in each such case the Conversion Rate shall be adjusted
so that the holder of each share of 5% Preferred Stock shall be entitled to
receive, upon the conversion thereof, the number of shares of Common Stock
determined by multiplying (I) the Conversion Rate in effect immediately prior to
the close of business on such record date by (II) a fraction, the numerator of
which shall be the 25-Day Average Market Price per share of the Common Stock on
such record date, and the denominator of which shall be the 25-Day Average
Market Price per share of the Common Stock on such record date less the
then-fair market value (as determined by the Board of Directors in good faith,
whose determinations shall be conclusive) of the portion of the assets, shares
of its capital stock or evidences of

                                       19
<PAGE>

indebtedness so distributed or of such rights or warrants applicable to one
share of Common Stock. Such adjustment shall be made successively whenever such
a record date is fixed; and in the event that after fixing a record date such
distribution is not so made, the Conversion Rate shall be readjusted to the
Conversion Rate which would then be in effect if such record date had not been
fixed. Such adjustment shall become effective immediately at the opening of
business on the Business Day next following (except as provided in paragraph
(8)(h)) the record date for the determination of stockholders entitled to
receive such distribution. For the purposes of this subparagraph (iii), the
distribution of a Security, which is distributed not only to the holders of the
Common Stock on the date fixed for the determination of stockholders entitled to
such distribution of such Security, but also is distributed with each share of
Common Stock delivered to a Person converting a share of 5% Preferred Stock
after such determination date, shall not require an adjustment of the Conversion
Rate pursuant to this subparagraph (iii); provided, however, that on the date,
if any, on which a Person converting a share of 5% Preferred Stock would no
longer be entitled to receive such Security with a share of Common Stock (other
than as a result of the termination of all such Securities), a distribution of
such Securities shall be deemed to have occurred and the Conversion Rate shall
be adjusted as provided in this subparagraph (iii) (and such day shall be deemed
to be "the date fixed for the determination of stockholders entitled to receive
such distribution" and "the record date" within the meaning of the three
preceding sentences). If any rights or warrants referred to in this subparagraph
(iii) shall expire unexercised after the same shall have been distributed or
issued by the Corporation, the Conversion Rate shall be readjusted at the time
of such expiration to the Conversion Rate that would have been in effect if no
adjustment had been made on account of the distribution or issuance of such
expired rights or warrants.

                  (iv) In case the Corporation shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash in the amount per share that,
together with the aggregate of the per share amounts of any other cash
distributions to all holders of its Common Stock made within the 12 months
preceding the date of payment of such distribution and in respect of which no
adjustment pursuant to this paragraph (iv) has been made exceeds 5.0% of the
25-Day Average Market Price immediately prior to the date of declaration of such
dividend or distribution (excluding any dividend or distribution in connection
with the liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, and any cash that is distributed upon a merger,
consolidation or other transaction for which an adjustment pursuant to paragraph
8(e) is made), then, in such case, the Conversion Rate shall be adjusted so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the close of business

                                       20
<PAGE>

on the Record Date for the cash dividend or distribution by a fraction the
numerator of which shall be the Current Market Price of a share of the Common
Stock on the Record Date and the denominator shall be such Current Market Price
less the per share amount of cash so distributed during the 12-month period
applicable to one share of Common Stock, such adjustment to be effective
immediately prior to the opening of business on the Business Day following the
Record Date; provided, however, that in the event the denominator of the
foregoing fraction is zero or negative, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of 5% Preferred Stock shall
have the right to receive upon conversion, in addition to the shares of Common
Stock to which the holder is entitled, the amount of cash such holder would have
received had such holder converted each share of 5% Preferred Stock at the
beginning of the 12-month period. In the event that such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate which would then be in effect if such dividend or
distribution had not been declared. Notwithstanding the foregoing, if any
adjustment is required to be made as set forth in this paragraph (8)(d)(iv), the
calculation of any such adjustment shall include the amount of the quarterly
cash dividends paid during the 12-month reference period only to the extent such
dividends exceed the regular quarterly cash dividends paid during the 12 months
preceding the 12-month reference period. For purposes of this paragraph
(8)(d)(iv), "Record Date" shall mean, with respect to any dividend or
distribution in which the holders of Common Stock have the right to receive
cash, the date fixed for determination of stockholders entitled to receive such
cash. In the event that at any time cash distributions to holders of Common
Stock are not paid equally on all series of Common Stock, the provisions of this
paragraph 8(d)(iv) will apply to any cash dividend or cash distribution on any
series of Common Stock otherwise meeting the requirements of this paragraph, and
shall be deemed amended to the extent necessary so that any adjustment required
will be made on the basis of the cash dividend or cash distribution made on any
such series.

                  (v) In case of the consummation of a tender or exchange offer
(other than an odd-lot tender offer) made by the Corporation or any subsidiary
of the Corporation for all or any portion of the outstanding shares of Common
Stock to the extent that the cash and fair market value (as determined in good
faith by the Board of Directors of the Corporation, whose determination shall be
conclusive and shall be described in a resolution of such Board) of any other
consideration included in such payment per share of Common Stock at the last
time (the "Expiration Time") tenders or exchanges may be made pursuant to such
tender or exchange offer (as amended) exceed by more than 5.0%, with any smaller
excess being disregarded in computing the adjustment to the Conversion Rate
provided in this paragraph (8)(d)(v), the first

                                       21
<PAGE>

reported sale price per share of the Common Stock on the Trading Day next
succeeding the Expiration Time, then the Conversion Rate shall be adjusted so
that the same shall equal the rate determined by multiplying the Conversion Rate
in effect immediately prior to the Expiration Time by a fraction the numerator
of which shall be the sum of (x) the fair market value (determined as aforesaid)
of the aggregate consideration payable to stockholders based on the acceptance
(up to any maximum specified in the terms of the tender or exchange offer) of
all shares validly tendered or exchanged and not withdrawn as of the Expiration
Time (the shares deemed so accepted, up to any such maximum, being referred to
as the "Purchase Shares") and (y) the product of the number of shares of Common
Stock outstanding (less any Purchase Shares) on the Expiration Time and the
first reported sale price of the Common Stock on the Trading Day next succeeding
the Expiration Time, and the denominator of which shall be the number of shares
of Common Stock outstanding (including any tendered or exchanged shares) on the
Expiration Time multiplied by the first reported sale price of the Common Stock
on the Trading Day next succeeding the Expiration Time, such adjustment to
become effective immediately prior to the opening of business on the day
following the Expiration Time.

                  (vi) No adjustment in the Conversion Rate shall be required
unless such adjustment would require a cumulative increase or decrease of at
least 1% in the Conversion Rate; provided, however, that any adjustments that by
reason of this subparagraph (vi) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment until made, and
provided further that any adjustment shall be required and made in accordance
with the provisions of this paragraph (8) (other than this subparagraph (vi))
not later than such time as may be required in order to preserve the tax-free
nature of a distribution for United States income tax purposes to the holders of
shares of 5% Preferred Stock or Common Stock. Notwithstanding any other
provisions of this paragraph (8), the Corporation shall not be required to make
any adjustment of the Conversion Rate for the issuance of any shares of Common
Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Corporation and the investment of
additional optional amounts in shares of Common Stock under such plan. All
calculations under this paragraph (8) shall be made to the nearest dollar or to
the nearest 1/1,000 of a share, as the case may be. Anything in this paragraph
(8)(d) to the contrary notwithstanding, the Corporation shall be entitled, to
the extent permitted by law, to make such adjustments in the Conversion Rate, in
addition to those required by this paragraph (8)(d), as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivision
of shares, reclassification or combination of shares, distribution of rights or
warrants to purchase stock or

                                       22
<PAGE>

securities, or a distribution of other assets (other than cash dividends)
hereafter made by the Corporation to its stockholders shall not be taxable.

                  (vii) In the event that, at any time as a result of shares of
any other class of capital stock becoming issuable in exchange or substitution
for or in lieu of shares of Common Stock or as a result of an adjustment made
pursuant to the provisions of this paragraph (8)(d), the holder of 5% Preferred
Stock upon subsequent conversion shall become entitled to receive any shares of
capital stock of the Corporation other than Common Stock, the number of such
other shares so receivable upon conversion of any shares of 5% Preferred Stock
shall thereafter be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions contained herein.

                  (viii) The $96.00 required stock price threshold set forth in
paragraph (6)(a)(ii) shall be adjusted from time to time in a manner consistent
with the provisions of this paragraph (8)(d).

                  (ix) If the Corporation shall be a party to any transaction
(including without limitation, a merger, consolidation, sale of all or
substantially all of the Corporation's assets or recapitalization of the Common
Stock and excluding any transaction as to which paragraph (8)(d)(i) applies)
(each of the foregoing being referred to herein as a "Transaction"), in each
case as a result of which shares of Common Stock shall be converted into the
right to receive stock, securities or other property (including cash or any
combination thereof), there shall be no adjustment to the Conversion Rate but
each share of 5% Preferred Stock which is not converted into the right to
receive stock, securities or other property in connection with such Transaction
shall thereafter be convertible into the kind and amount of shares of stock,
securities and other property (including cash or any combination thereof)
receivable upon the consummation of such Transaction by a holder of that number
of shares or fraction thereof of Common Stock into which one share of 5%
Preferred Stock was convertible immediately prior to such Transaction, assuming
such holder of Common Stock (i) is not a Person with which the Corporation
consolidated or into which the Corporation merged or which merged into the
Corporation or to which such sale or transfer was made, as the case may be (a
"Constituent Person"), or an affiliate of a Constituent Person and (ii) failed
to exercise his rights of election, if any, as to the kind or amount of stock,
securities and other property (including cash) receivable upon such Transaction
(provided that if the kind or amount of stock, securities and other property
(including cash) receivable upon such Transaction is not the same for each share
of Common Stock held immediately prior to such Transaction by other than a
Constituent Person or an affiliate thereof and in respect



                                       23
<PAGE>



of which such rights of election shall not have been exercised ("non-electing
share"), then for the purpose of this paragraph (8)(e) the kind and amount of
stock, securities and other property (including cash) receivable upon such
Transaction by each non-electing share shall be deemed to be the kind and amount
so receivable per share by a plurality of the non-electing shares). The
provisions of this paragraph (8)(e) shall similarly apply to successive
Transactions.

                  (x) Notwithstanding anything herein to the contrary, if the
Corporation is reorganized such that the Common Stock is exchanged for the
common stock of a new entity ("Holdco") whose common stock is traded on the
Nasdaq National Market or another recognized securities exchange or automated
quotation system, then the Corporation, by notice to and consultation with the
holders of the 5% Preferred Stock, may cause the exchange of the 5% Preferred
Stock for preferred stock of Holdco having the same terms and conditions as set
forth herein; provided that the rights attaching to the preferred stock of
Holdco shall be adjusted so as to comply with the local law of the country of
incorporation of Holdco or the new share structure of Holdco subject to such
rights effectively giving the same economic rights as the 5% Preferred Stock
(including for these purposes any resultant change in the tax treatment for the
holders of such stock).

                  (y) If:

                  (i) the Corporation shall declare a dividend (or any other
distribution) on the Common Stock; or

                  (ii) the Corporation shall authorize the granting to the
holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of any class or any other rights or warrants; or

                  (iii) there shall be any subdivision, combination or
reclassification of the Common Stock or any consolidation or merger to which the
Corporation is a party and for which approval of any stockholders of the
Corporation is required, or the sale or transfer of all or substantially all of
the assets of the Corporation as an entirety; or

                  (iv) there shall occur the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation,

then the Corporation shall cause to be filed with any transfer agent designated
by the Corporation pursuant to paragraph (8)(b) and shall cause to be mailed to
the holders

                                       24
<PAGE>

of shares of the 5% Preferred Stock at their addresses as shown on the stock
records of the Corporation, as promptly as possible, but at least ten days prior
to the applicable date hereinafter specified, a notice stating (A) the date on
which a record is to be taken for the purpose of such dividend (or such other
distribution) or rights or warrants, or, if a record is not to be taken, the
date as of which the holders of Common Stock of record to be entitled to such
dividend, distribution of rights or warrants are to be determined or (B) the
date on which such subdivision, combination, reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution or winding up or other action
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property, if any, deliverable upon such
subdivision, combination, reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution or winding up. Failure to give or receive
such notice or any defect therein shall not affect the legality or validity of
any distribution, right, warrant, subdivision, combination, reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, winding up or
other action, or the vote upon any of the foregoing.

                  (z) Whenever the Conversion Rate is adjusted as herein
provided, the Corporation shall prepare an officer's certificate with respect to
such adjustment of the Conversion Rate setting forth the adjusted Conversion
Rate and the effective date of such adjustment and shall mail a copy of such
officer's certificate to the holder of each share of 5% Preferred Stock at such
holder's last address as shown on the stock records of the Corporation. If the
Corporation shall have designated a transfer agent pursuant to paragraph (8)(b),
it shall also promptly file with such transfer agent an officer's certificate
setting forth the Conversion Rate after such adjustment and setting forth a
brief statement of the facts requiring such adjustment which certificate shall
be conclusive evidence of the correctness of such adjustment.

                  (aa) In any case in which paragraph (8)(d) provides that an
adjustment shall become effective on the day next following a record date for an
event, the Corporation may defer until the occurrence of such event (i) issuing
to the holder of any share of 5% Preferred Stock converted after such record
date and before the occurrence of such event the additional shares of Common
Stock issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Stock issuable upon such conversion before
giving effect to such adjustment and (ii) paying to such holder any amount in
cash in lieu of any fraction pursuant to paragraph (8)(c).

                                       25
<PAGE>

                  (bb) For purposes of this paragraph (8), the number of shares
of Common Stock at any time outstanding shall not include any shares of Common
Stock then owned or held by or for the account of the Corporation. The
Corporation shall not pay a dividend or make any distribution on shares of
Common Stock held in the treasury of the Corporation.

                  (cc) There shall be no adjustment of the Conversion Rate in
case of the issuance of any stock of the Corporation in a reorganization,
acquisition or other similar transaction except as specifically set forth in
this paragraph (8). If any single action would require adjustment of the
Conversion Rate pursuant to more than one subparagraph of this paragraph (8),
only one adjustment shall be made and such adjustment shall be the amount of
adjustment that has the highest absolute value.

                  (dd) If the Corporation shall take any action affecting the
Common Stock, other than action described in this paragraph (8), that in the
opinion of the Board of Directors materially adversely affects the conversion
rights of the holders of the shares of 5% Preferred Stock, the Conversion Rate
may be adjusted, to the extent permitted by law, in such manner, if any, and at
such time, as the Board of Directors may determine to be equitable in the
circumstances; provided that the provisions of this paragraph (8)(k) shall not
affect any rights the holders of 5% Preferred Stock may have at law or in
equity.

                  (i) The Corporation covenants that it 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 or its issued shares of
Common Stock held in its treasury, or both, for the purpose of effecting
conversion of the 5% Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of 5% Preferred Stock
not theretofore converted. For purposes of this paragraph (8)(l) the number of
shares of Common Stock that shall be deliverable upon the conversion of all
outstanding shares of 5% Preferred Stock shall be computed as if at the time of
computation all such outstanding shares were held by a single holder.

                  (ii) The Corporation covenants that any shares of Common Stock
issued upon conversion of the 5% Preferred Stock shall be duly authorized,
validly issued, fully paid and non-assessable. Before taking any action that
would cause an adjustment increasing the Conversion Rate such that the quotient
of $1,000.00 and the Conversion Rate (which quotient initially shall be
$85.6941) would be reduced below the then-par value of the shares of Common
Stock deliverable upon conversion of the 5% Preferred Stock, the Corporation
will take any corporate action that,

                                       26
<PAGE>

in the opinion of its counsel, may be necessary in order that the Corporation
may validly and legally issue fully paid and non-assessable shares of Common
Stock based upon such adjusted Conversion Rate.

                  (iii) Prior to the delivery of any securities that the
Corporation shall be obligated to deliver upon conversion of the 5% Preferred
Stock, the Corporation shall comply with all applicable federal and state laws
and regulations which require action to be taken by the Corporation.

                  (ee) The Corporation will pay any and all documentary, stamp
or similar issue or transfer taxes payable in respect of the issue or delivery
of shares of Common Stock or other securities or property on conversion of the
5% Preferred Stock pursuant hereto; provided, however, that the Corporation
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issue or delivery of shares of Common Stock or other
securities or property in a name other than that of the holder of the 5%
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the Person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or established, to the satisfaction of
the Corporation, that such tax has been paid.

                  (ff) No adjustment in the Conversion Rate need be made for a
transaction referred to in paragraph (8)(d)(i) through (v) above to the extent
that all holders of 5% Preferred Stock are entitled to participate in such
transaction pursuant to paragraph 4(b).

                  (gg) Voting Rights. The holders of record of shares of 5%
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this paragraph (9) or as otherwise provided by law.

                  (hh) If and whenever either (i) six quarterly dividends
(whether or not consecutive) payable on the 5% Preferred Stock have not been
paid in full, (ii) the Corporation shall have failed to discharge its Mandatory
Redemption Obligation or (iii) there occurs a Bankruptcy Event (any such event
described in the preceding subparagraphs (i) through (iii) being hereinafter
referred to as a "Trigger Event"), a vote of the holders of shares of 5%
Preferred Stock, voting as a single class, will be required on all matters
brought to stockholders of the Corporation. Whenever all arrears in dividends on
the 5% Preferred Stock then outstanding shall have been paid and dividends
thereon for the current quarterly dividend period shall have been paid or
declared and set apart for payment, the Corporation shall have fulfilled its
Mandatory Redemption Obligation and all Bankruptcy Events shall have been cured

                                       27
<PAGE>

(the "Trigger Event Cure"), then the right of the holders of the 5% Preferred
Stock to vote as described in this paragraph 9(b) shall cease (but subject
always to the same provisions for the vesting of such voting rights if any
Trigger Event occurs).

                  (ii) Upon the occurrence of any Trigger Event, the number of
directors then constituting the Board of Directors shall be increased by two and
the holders of shares of 5% Preferred Stock, together with the holders of shares
of every other series of preferred stock (including, without limitation,
Additional Preferred) upon which like rights to vote for the election of two
additional directors have been conferred and are exercisable (resulting from
either the failure to pay dividends or the failure to redeem) (any such other
series is referred to as the "Preferred Shares"), voting as a single class
regardless of series, shall be entitled to elect the two additional directors to
serve on the Board of Directors at any annual meeting of stockholders or special
meeting held in place thereof, or at a special meeting of the holders of 5%
Preferred Stock and the Preferred Shares, called as hereinafter provided.
Whenever all arrears in dividends on the Preferred Shares then outstanding shall
have been paid and dividends thereon for the current quarterly dividend period
shall have been paid or declared and set apart for payment, the Corporation
shall have fulfilled any redemption obligation in respect of the Preferred
Shares, and the Trigger Event Cure has occurred, then the right of the holders
of the 5% Preferred Stock and the Preferred Shares to elect such additional two
directors shall cease (but subject always to the same provisions for the vesting
of such voting rights if any Trigger Event occurs), and the terms of office of
all persons elected as directors by the holders of 5% Preferred Stock and the
Preferred Shares shall forthwith terminate and the number of members of the
Board of Directors shall be reduced accordingly. At any time after such voting
power shall have been so vested in holders of shares of 5% Preferred Stock and
the Preferred Shares, the Secretary of the Corporation may, and upon the written
request of any holder of 5% Preferred Stock (addressed to the secretary at the
principal office of the Corporation) shall, call a special meeting of the
holders of the 5% Preferred Stock and of the Preferred Shares for the election
of the two directors to be elected by them as herein provided, such call to be
made by notice similar to that provided in the By-laws of the Corporation for a
special meeting of the stockholders or as required by law. If any such special
meeting required to be called as above provided shall not be called by the
Secretary of the Corporation within 20 days after receipt of any such request,
then any holder of shares of 5% Preferred Stock may call such meeting, upon the
notice above provided, and for that purpose shall have access to the stock books
of the Corporation. The directors elected at any such special meeting shall hold
office until the next annual meeting of the stockholders or special meeting held
in lieu thereof if such office shall not have previously terminated as above
provided. If any

                                       28
<PAGE>

vacancy shall occur among the directors elected by the holders of the 5%
Preferred Stock and the Preferred Shares, a successor shall be elected by the
Board of Directors, upon the nomination of the then-remaining director elected
by the holders of the 5% Preferred Stock and the Preferred Shares or the
successor of such remaining director, to serve until the next annual meeting of
the stockholders or special meeting held in place thereof if such office shall
not have previously terminated as provided above.

                  (jj) Without the written consent of the holders of at least
662/3% in liquidation preference of the outstanding shares of 5% Preferred Stock
or the vote of holders of at least 662/3% in liquidation preference of the
outstanding shares of 5% Preferred Stock at a meeting of the holders of 5%
Preferred Stock called for such purpose, the Corporation will not amend, alter
or repeal any provision of the Certificate of Incorporation (by merger or
otherwise) so as to adversely affect the preferences, rights or powers of the 5%
Preferred Stock; provided that any such amendment that changes the dividend
payable on, the Conversion Rate with respect to, or the liquidation preference
of the 5% Preferred Stock shall require the affirmative vote at a meeting of
holders of 5% Preferred Stock called for such purpose or written consent of the
holder of each share of 5% Preferred Stock.

                  (kk) Without the written consent of the holders of at least
662/3% in liquidation preference of the outstanding shares of 5% Preferred Stock
or the vote of holders of at least 662/3% in liquidation preference of the
outstanding shares of 5% Preferred Stock at a meeting of such holders called for
such purpose, the Corporation will not issue any additional 5% Preferred Stock
or create, authorize or issue any Parity Securities or Senior Securities or
increase the authorized amount of any such other class or series; provided that
this paragraph 9(e) shall not limit the right of the Corporation to (i) issue
Additional Preferred as dividends pursuant to paragraph 4 or (ii) to issue
Parity Securities or Senior Securities in order to refinance, redeem or refund
the 13% Preferred, provided that the maximum accrual value (i.e., the sum of
stated value and maximum amount payable in kind over the term from issuance to
first date of mandatory redemption or redemption at the option of the holder) of
such Parity Securities may not exceed the maximum accrual value of the 13%
Preferred.

                  (ll) In exercising the voting rights set forth in this
paragraph (9), each share of 5% Preferred Stock shall have one vote per share,
except that when any other series of preferred stock shall have the right to
vote with the 5% Preferred Stock as a single class on any matter, then the 5%
Preferred Stock and other series shall have with respect to such matters one
vote per $1,000 of stated liquidation preference. Except as otherwise required
by applicable law or as set forth herein, the

                                       29
<PAGE>

shares of 5% Preferred Stock shall not have any relative, participating,
optional or other special voting rights and powers and the consent of the
holders thereof shall not be required for the taking of any corporate action.

                  (mm) Nothing in this paragraph (9) shall be in derogation of
any rights that a holder of shares of 5% Preferred Stock may have in his
capacity as a holder of shares of Common Stock.

                  (nn) General Provisions. The headings of the paragraphs,
subparagraphs, clauses and subclauses of this Certificate of Designation are for
convenience of reference only and shall not define, limit or affect any of the
provisions hereof.

                  (oo) If the Corporation shall have failed to declare or pay
dividends as required pursuant to paragraph (4) or shall have failed to
discharge any obligation to redeem shares of 5% Preferred Stock pursuant to
paragraph (6), the holders of shares of 5% Preferred Stock shall be entitled to
receive, in addition to all other amounts required to be paid hereunder, when,
as and if declared by the Board of Directors, out of funds legally available for
the payment of dividends, cash dividends on the aggregate dividends which the
Corporation shall have failed to declare or pay or the redemption price,
together with accrued and unpaid dividends thereon, as the case may be, at a
rate of 2% per quarter, compounded quarterly, for the period during which the
failure to pay dividends or failure to discharge an obligation to redeem shares
of 5% Preferred Stock shall continue.

                  (pp) The shares of 5% Preferred Stock shall bear the following
legend:

                  THE SHARES OF PREFERRED STOCK (THE "PREFERRED STOCK"), PAR
                  VALUE $0.01 PER SHARE, OF NTL INCORPORATED (THE "CORPORATION")
                  AND THE SHARES OF COMMON STOCK (THE "COMMON STOCK"), PAR VALUE
                  $0.01 PER SHARE, OF THE CORPORATION INTO WHICH THE PREFERRED
                  STOCK MAY BE CONVERTED OR REDEEMED REPRESENTED BY THIS
                  CERTIFICATE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
                  ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND ANY
                  APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION
                  FROM REGISTRATION REQUIREMENTS. THE TRANSFER OF THE PREFERRED


                                       30
<PAGE>

                  STOCK, OR COMMON STOCK IF THE PREFERRED STOCK HAS BEEN
                  CONVERTED OR REDEEMED, EVIDENCED BY THIS CERTIFICATE, IS
                  SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE
                  PURCHASE AGREEMENT, DATED JULY 15, 1999, AS MAY BE AMENDED,
                  BETWEEN NTL (DELAWARE), INC. ("NTL DELAWARE") AND FRANCE
                  TELECOM S.A. ("FRANCE TELECOM") AND THE INVESTMENT AGREEMENT,
                  DATED JULY 26, 1999, AS AMENDED, BETWEEN NTL DELAWARE AND
                  FRANCE TELECOM. A COPY OF EACH OF THESE AGREEMENTS IS ON FILE
                  AT THE EXECUTIVE OFFICES OF THE CORPORATION AND WILL BE
                  FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH PREFERRED STOCK
                  OR COMMON STOCK UPON WRITTEN REQUEST TO THE CORPORATION.

                  THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE
                  MAY BE CONVERTED INTO COMMON STOCK OR REDEEMED IN EXCHANGE FOR
                  COMMON STOCK WITHOUT THE SURRENDER AND EXCHANGE OF THIS
                  CERTIFICATE FOR CERTIFICATES REPRESENTING SUCH COMMON STOCK. A
                  NOTICE OF SUCH CONVERSION OR REDEMPTION EVENT, IF ANY, IS ON
                  FILE AT THE EXECUTIVE OFFICES OF THE CORPORATION AND WILL BE
                  FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE
                  UPON WRITTEN REQUEST TO THE CORPORATION.

                  THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF
                  THE PREFERRED STOCK WHO SO REQUESTS THE POWERS, DESIGNATION,
                  PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
                  SPECIAL RIGHTS OF THE PREFERRED STOCK.

                  The shares of Common Stock issuable upon conversion or
redemption of the 5% Preferred Stock shall bear the following legend:

                  THE SHARES OF COMMON STOCK (THE "COMMON STOCK"), PAR VALUE
                  $0.01 PER SHARE, OF NTL INCORPORATED (THE "CORPORATION")
                  REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD IN
                  THE

                                       31
<PAGE>

                  UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF
                  1933, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
                  APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. THE
                  TRANSFER OF THE COMMON STOCK EVIDENCED BY THIS CERTIFICATE IS
                  SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE
                  PURCHASE AGREEMENT, DATED JULY 15, 1999, AS MAY BE AMENDED,
                  BETWEEN NTL (DELAWARE), INC. ("NTL DELAWARE") AND FRANCE
                  TELECOM S.A. ("FRANCE TELECOM") AND THE INVESTMENT AGREEMENT,
                  DATED JULY 26, 1999, AS AMENDED, BETWEEN NTL DELAWARE AND
                  FRANCE TELECOM. A COPY OF EACH OF THESE AGREEMENTS IS ON FILE
                  AT THE EXECUTIVE OFFICES OF THE CORPORATION AND WILL BE
                  FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH COMMON STOCK
                  UPON WRITTEN REQUEST TO THE CORPORATION.

                  (i) Whenever in connection with any conversion or redemption
of the 5% Preferred Stock in exchange for Common Stock the holder is required to
surrender certificates representing such shares of 5% Preferred Stock, such
holder may, by written notice to the Corporation and its transfer agent, elect
to retain such certificates. In such case, the certificates so retained by the
holder thereof shall be deemed to represent, at and from the date of such
conversion or redemption, the number of shares of Common Stock issuable upon
such conversion or redemption (subject to paragraph (8)(c), if applicable), and
shall be so reflected upon the books of the Corporation and its transfer agent.

                  (A) A holder who has previously elected to retain certificates
representing the 5% Preferred Stock in accordance with paragraph (10)(d)(i) upon
conversion or redemption may subsequently elect to receive certificates
representing the shares of Common Stock issued upon such conversion or
redemption. To receive certificates representing such shares of Common Stock,
the holder of such certificate shall surrender it, duly endorsed or assigned to
the Corporation or in blank, at the office of the Corporation, or to any
transfer agent of the Corporation previously designated by the Corporation for
such purposes, with a written notice of that election.

                  (B) Unless the certificates to be issued shall be registered
in the same name as the name in which such surrendered certificates are
registered, each certificate so surrendered shall be accompanied by instruments
of transfer, in form

                                       32
<PAGE>

satisfactory to the Corporation, duly executed by the holder or the holder's
duly authorized attorney and an amount sufficient to pay any transfer or similar
tax (or evidence reasonably satisfactory to the Corporation demonstrating that
such taxes have been paid). All certificates so surrendered shall be canceled by
the Corporation or the transfer agent.

                  (C) As promptly as practicable after the surrender by a holder
of such certificates, the Corporation shall issue and shall deliver to such
holder, or on the holder's written order, a certificate or certificates (which
certificate or certificates shall have the legend set forth in paragraph
(10)(c)) for the number of duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock represented by the certificates so
surrendered.

                  (4) Stockholder Rights Plan. The shares of 5% Preferred Stock
shall be entitled to the benefits of a number of rights issuable under the
Rights Agreement, dated as of October 13, 1993, as amended, between the
Corporation and Continental Stock Transfer & Trust Company or any successor plan
of similar purpose and effect (the "Rights") equal to the number of shares of
Common Stock then issuable upon conversion of the 5% Preferred Stock at the
prevailing Conversion Rate. Any shares of Common Stock deliverable upon
conversion or redemption of a share of 5% Preferred Stock or upon payment of a
dividend shall be accompanied by a Right."

                                       33
<PAGE>

                  IN WITNESS WHEREOF, NTL Incorporated has caused this
Certificate of Designation to be signed by the undersigned this 2nd day of
January 2001.

                                NTL INCORPORATED

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




                                       34