Exhibit 10.21

                           CERTIFICATE OF DESIGNATION
                       OF THE VOTING POWERS, DESIGNATION,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
              OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
                       LIMITATIONS OR RESTRICTIONS OF THE
                          6.5% FIXED COUPON REDEEMABLE
                          PREFERRED STOCK, SERIES A OF
                                NTL INCORPORATED

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

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                  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 the
Corporation's preferred stock hereinafter provided for and has established the
dividend, redemption and voting rights thereof and has adopted the following
resolution (the "Certificate of Designation"), creating the following new series
of the Corporation's preferred stock:

                  "BE IT RESOLVED that, pursuant to authority expressly granted
to the Board of Directors of the Corporation 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 the
Corporation's preferred stock, par value $0.01 per share ("Preferred Stock"),
with the following powers, designation, dividend rights, voting powers, rights
on liquidation, 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, designation, preferences and relative, participating, optional or other
special rights and qualifications, limitations or 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. 12,194 shares of the Preferred Stock shall
be designated as "6.5% Fixed Coupon Redeemable Preferred Stock, Series A of NTL
Incorporated", including, in the case of any reclassification, recapitalization,
or other change to such Preferred Stock or, in the case of a consolidation or
merger of the Corporation with or into another Person affecting such Preferred
Stock, such capital stock to which a Holder shall be entitled upon the
occurrence of such event (the "6.5% Fixed Coupon Redeemable Preferred Stock,
Series A"), and no other shares of Preferred Stock shall be designated as "6.5%
Fixed Coupon Redeemable Preferred Stock, Series A". Any shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A redeemed or otherwise acquired by
the Corporation shall be retired and shall resume the status of authorized and
unissued shares of Preferred Stock, without designation as to series, until

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such shares are once more designated as part of a particular series of Preferred
Stock by the Board of Directors.

         (2) Definitions. For purposes of the 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A, the following terms shall have the meanings
indicated:

                  "Affiliate" means with respect to any specified Person, any
         other Person that directly, or indirectly through one or more
         intermediaries, controls, is controlled by, or is under common control
         with, such specified Person.

                  "Bankruptcy Event" shall mean any of the following: (I) a
         court having jurisdiction in the premises entering 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.

                  "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, U.S.A. or banking institutions duly
         authorized under the laws of the French Republic are not required to be
         open.

                  "By-laws" means the by-laws of the Corporation as amended as
         of the date hereof and as may be amended from time to time.

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

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

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

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

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

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                  "Dividend Payment Date" shall mean the applicable redemption
         date(s) of the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
         as determined pursuant to paragraph (6)(a) or (6)(b).

                  "Dividend Periods" shall mean annual dividend periods
         commencing on the Issue Date and ending on and including the day
         preceding the first day of the next succeeding Dividend Period and the
         final Dividend Period shall end on but exclude the final Dividend
         Payment Date as determined pursuant to paragraph (6)(a) or (6)(b).

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

                  "5% Cumulative Preferred, Series A" shall have the meaning set
         forth in paragraph (3)(d).

                  "5% Preferred Stock, Series A" shall have the meaning set
         forth in paragraph (3)(d).

                  "5% Preferred Stock, Series B" shall have the meaning set
         forth in paragraph (3)(d).

                  "5% Series A" shall have the meaning set forth in paragraph
         (3)(d).

                  "5% Series B" shall have the meaning set forth in paragraph
         (3)(d).

                  "GAAP" means United States generally accepted accounting
         principles and practices as in effect from time to time and applied
         consistently throughout the periods involved.

                  "Holder" and "Holders", as the case may be, shall mean France
         Telecom S.A., a company duly organized under the laws of the French
         Republic and any Person to which shares of 6.5% Fixed Coupon Redeemable
         Preferred Stock, Series A shall have been transferred pursuant to and
         in compliance with paragraph (10).

                  "Investment Agreement" shall mean the Investment Agreement,
         dated July 26, 1999, as amended, by and between the Corporation and the
         Holder.

                  "Issue Date" shall mean the date on which shares of 6.5% Fixed
         Coupon Redeemable Preferred Stock, Series A 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)(d).

                  "Liquidation Right" shall mean, for each share of 6.5% Fixed
         Coupon Redeemable Preferred Stock, Series A, an amount equal to
         $10,000.00 per share, plus an

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         amount equal to all dividends (whether or not earned or declared)
         accrued and unpaid thereon to the date of final distribution to such
         holders.

                  "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 of the Corporation.

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

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

                  "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" shall have the meaning set forth in
         paragraph (8)(c).

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

                  "Rights" shall mean rights to subscribe for or purchase shares
         of any class or series of capital stock of the Corporation, which
         rights are (a) deemed to be transferred with shares of Common Stock and
         (b) issued in respect of future issuances of Common Stock, in each case
         until the occurrence of specified events or circumstances.

                  "Rights Agreement" shall mean the 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.

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

                  "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

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         other similar agent, then "set apart for payment" with respect to the
         6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall mean
         placing such funds in a separate account of the Corporation or
         delivering such funds to a disbursing, paying or other similar agent,
         as the case may be.

                  "Share Account Pledge Agreement" shall mean the Share Account
         Pledge Agreement by and between the Corporation and France Telecom S.A.

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

                  "6.5% Fixed Coupon Redeemable Preferred Stock, Series A" shall
         have the meaning set forth in paragraph (1).

                  "subsidiaries" of any Person means any corporation,
         partnership, joint venture, limited liability company, trust, estate or
         other Person of which (or in which), directly or indirectly, more than
         50% of (a) the issued and outstanding capital stock having ordinary
         voting power to elect a majority of the board of directors of such
         corporation (irrespective of whether at the time capital stock of any
         other class or classes of such corporation shall or might have voting
         power upon the occurrence of any contingency), (b) the interest in the
         capital or profits of such partnership, joint venture or limited
         liability company or other Person or (c) the beneficial interest in
         such trust or estate, is at the time owned by such first Person, or by
         such first Person and one or more of its other subsidiaries or by one
         or more of such Person's other subsidiaries.

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

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

                  "Trigger Event Cure" shall have the meaning set forth in
         paragraph (8)(b).

                  "Variable Coupon Preferred, Series A" shall have the meaning
         set forth in paragraph (3)(d).

                  "Variable Coupon Preferred Stock, Series A" shall have the
         meaning set forth in paragraph (3)(d).

         (3) Rank. Any class or series of capital stock (or any options,
warrants or rights exerciseable for or convertible into any such class or series
of capital stock) of the Corporation shall be deemed to rank:

                  (a) prior to the 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A, either as to the payment of dividends or as to distribution of assets
upon liquidation, dissolution or winding up, 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 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A ("Senior Securities");

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<PAGE>

                  (b) on a parity with the 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A, either as to the payment of dividends or as to
distribution 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 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A, if the holders of shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A 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 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A, 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 shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A 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. Each of (i) the 5%
Cumulative Participating Convertible Preferred Stock, Series A of the
Corporation (the "5% Series A") and any dividends paid on the 5% Series A in
accordance with its terms, to the extent that such dividends are paid in shares
of preferred stock having terms substantially identical to the 5% Series A and
any dividends paid on preferred stock issued as in-kind dividends thereon, to
the extent such dividends are paid in shares of preferred stock having terms
substantially identical to the 5% Series A (the 5% Series A and all such in-kind
dividends being hereinafter referred to as the "5% Preferred Stock, Series A"),
(ii) the 5% Cumulative Preferred Stock, Series A of the Corporation (the "5%
Cumulative Preferred, Series A"), (iii) the 5% Cumulative Participating
Convertible Preferred Stock, Series B of the Corporation (the "5% Series B") and
any dividends paid on the 5% Series B in accordance with its terms, to the
extent that such dividends are paid in shares of preferred stock having terms
substantially identical to the 5% Series B and any dividends paid on preferred
stock issued as in-kind dividends thereon, to the extent such dividends are paid
in shares of preferred stock having terms substantially identical to the 5%
Series B (the 5% Series B and all such in-kind dividends being hereinafter
referred to as the "5% Preferred Stock, Series B"), and (iv) the Variable Coupon
Redeemable Preferred Stock, Series A of the Corporation (the "Variable Coupon
Preferred, Series A") and any dividends paid on the Variable Coupon Preferred,
Series A in accordance with its terms, to the extent that such dividends are
paid in additional shares of Variable Coupon Preferred, Series A (the Variable
Coupon Preferred, Series A and all such in-kind dividends being hereinafter
referred to as the "Variable Coupon Preferred Stock, Series A") is a Parity
Security. There shall be no issue of Senior Securities, Parity Securities or
options, warrants or rights exercisable for or convertible into any such
securities, except as approved by Holders of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A pursuant to paragraph (8)(e).

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                  (e) The respective definitions of Senior Securities, Junior
Securities and Parity Securities shall also include any options, warrants or
rights exercisable for or convertible into any of the Senior Securities, Junior
Securities and Parity Securities, as the case may be. The 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A shall be subject to the creation of Junior
Securities, Parity Securities and Senior Securities as set forth herein.

                  (4) Dividends. (a) The Holders of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A 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 annual rate of 6.5% payable by the
Corporation in cash. All dividends on the 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A shall be payable by the Corporation in arrears on a Dividend
Payment Date (except, in the case of a redemption by the Corporation of shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A pursuant to paragraph
(6)(a), then the accrued and unpaid dividends will only be paid with respect to
the shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A redeemed by
the Corporation pursuant to paragraph (6)(a) on such date) and shall be
cumulative from the Issue Date 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. The total accumulative dividends for all Dividend
Periods ending on or prior to the applicable redemption date(s) of the 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A as determined pursuant to
paragraph (6)(a) or (6)(b) shall be payable to the Holders of record of shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A, as they appear on the
stock register of the Corporation at the close of business on such Dividend
Payment Date. The record date for each Dividend Payment Date will be fixed by
the Board of Directors to be any date on which the Corporation redeems shares of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A pursuant to paragraph
(6)(a) or (6)(b).

                  (b) The dividends payable for any period shorter or longer
than a full Dividend Period on the 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A 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 6.5% Fixed Coupon Redeemable Preferred Stock, Series A that may be in
arrears except as otherwise provided herein.

                  (c) So long as any shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A are outstanding, no dividends, except as described in
the next succeeding sentence or solely with respect to Junior Securities as
described in paragraph (4)(d), 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 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A 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 payment of the dividend for the current Dividend
Period with respect to the 6.5% Fixed

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Coupon Redeemable Preferred Stock, Series A and (iii) the Corporation is not in
default with respect to any redemption of shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A by the Corporation pursuant to paragraph (6). When
dividends are not fully paid in full in cash or a sum sufficient for such
payment is not set apart for payment, as aforesaid, all dividends declared upon
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and all
dividends declared upon Parity Securities shall be declared ratably in
proportion to the respective amounts of dividends accumulated and unpaid on the
6.5% Fixed Coupon Redeemable Preferred Stock, Series A and accumulated and
unpaid on such Parity Securities.

                  (d) So long as any shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A are outstanding, no dividends (other than (i) any
Rights issued pursuant to the Rights Agreement 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 (A) Common Stock
made for purposes of an employee incentive or benefit plan of the Corporation or
any subsidiary of the Corporation, (B) Junior Securities made for purposes of
effecting a repurchase program of shares of Junior Securities, which program was
approved by an unanimous vote or written consent of the Board of Directors
subsequent to the date of this Certificate of Designation or (C) Junior
Securities paid in shares of, or options, warrants or rights to subscribe for or
purchase shares of, Junior Securities) (all such dividends, distributions,
redemptions, purchases or other acquisitions 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, (I) full
cumulative dividends on all outstanding shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A and all other Parity Securities shall have been paid
or set apart for payment for all past Dividend Periods and dividend periods for
such Parity Securities, (II) sufficient funds shall have been paid or set apart
for payment of the dividend for the current Dividend Period with respect to the
6.5% Fixed Coupon Redeemable Preferred Stock, Series A and Parity Securities,
(III) the Corporation is not in default with respect to any redemption of shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A by the Corporation
pursuant to paragraph (6), and (IV) the Corporation has fully performed its
obligations under paragraph (6).

                  (e) No dividends shall be declared, set apart for payment or
paid in respect of shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A by the Corporation pursuant to paragraph (4)(a), except in compliance
with (i) Section 170 and Section 173 of the DGCL and (ii) all applicable laws,
regulations (including those of any self regulatory organization having
jurisdiction over the Corporation) and orders.

                  (5) Liquidation Preference. (a) In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the Holders of shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A then outstanding, after payment shall be made or provision for
payment of the debts and other liabilities of the Corporation and the payment or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set

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apart for payment to the holders of Senior Securities and before any payment or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for payment to the holders of Junior Securities, shall
be entitled to be paid or receive a distribution out of the assets of the
Corporation remaining available for payment or distribution to Holders of shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A equal to 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 shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A shall be insufficient to pay in full the preferential amount aforesaid
and liquidating payments on any Parity Securities (as set forth in the
instrument or instruments creating such Parity Securities), then such assets, or
the proceeds thereof, shall be distributed among the holders of shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A and any such other Parity
Securities ratably in accordance with the respective amounts that would be
payable on such shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
and any such other Parity Securities if all amounts payable thereon were paid in
full. For the purposes of this paragraph (5), (i) a consolidation, merger or
share exchange (including a holding company merger effected pursuant to Section
251(g) of the DGCL) of the Corporation with one or more corporations (whether or
not the Corporation remains the surviving corporation in such a transaction), or
successive consolidations, mergers or share exchanges, 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.

                  (b) 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 shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A, 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 shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall not be
entitled to share therein.

                  (c) Except as provided in this paragraph (5), Holders of
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall not be
entitled to any payment or distribution of the assets of the Corporation
(whether capital or surplus) in the event of any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary.

                  (6) Redemption. (a) At any time during the period beginning on
the Issue Date until the Business Day immediately preceding the Mandatory
Redemption Date, the Corporation shall have the right, from time to time, to
redeem the outstanding shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A, out of funds legally available for such redemption payment, at a price
equal to $10,000.00 per share of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A, plus an amount equal to all accrued and unpaid dividends thereon,
whether or not declared, to, but excluding, the date fixed for such redemption,
in cash, without interest due in respect of the redemption payment.

                  (b) If the Corporation shall not have redeemed all outstanding
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A pursuant to
paragraph (6)(a), to the extent the Corporation shall have funds legally
available for such redemption payment, the Corporation shall redeem all
outstanding shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A on
the date that is the sixth (6th) anniversary of the Issue Date (the "Mandatory
Redemption

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<PAGE>

Date") at a redemption price equal to $10,000.00 per share of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A, plus an amount equal to all accrued and
unpaid dividends thereon, whether or not declared, to, but excluding, the
Mandatory Redemption Date, without interest, in cash.

                  (c) If the Corporation is unable or shall fail to discharge
its obligation to redeem all outstanding shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A pursuant to paragraph (6)(b) (a "Mandatory Redemption
Obligation"), the Mandatory Redemption Obligation shall be discharged as soon as
the Corporation is able to discharge such Mandatory Redemption Obligation
pursuant to paragraph (6)(e). If, and so long as, any Mandatory Redemption
Obligation with respect to shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A 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 shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A), or (ii) declare or make any Junior Securities Distribution (other
than (A) any Rights issued pursuant to the Rights Agreement and (B) 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 (other than a redemption, sinking fund or
other similar obligation in respect of Junior Securities (I) paid in shares of,
or options, warrants or other rights to subscribe for or purchase shares of,
Junior Securities or (II) by conversion into or exchange for Junior Securities).

                  (d) For purposes of paragraph (6)(a) only, unless full
cumulative dividends (whether or not declared) on all outstanding shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A 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 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall be
redeemed, and no sum shall be set apart for such payment, unless shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A are redeemed pro rata and
notice has previously been given in accordance with paragraph (7).

                  (e) The Corporation shall not be required to undertake any
redemption (or pay any monies to, or may make any monies available for, a
sinking fund for the redemption) of shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A pursuant to paragraph (6)(a) or (6)(b), except in
compliance with (i) Section 151(b) and Section 160 of the DGCL and (ii) all
applicable laws, regulations (including those of any self regulatory
organization having jurisdiction over the Corporation) and orders.

                  (f) In the event that the Corporation fails to satisfy or
cause to be satisfied its Mandatory Redemption Obligation in whole or in part
pursuant to paragraph (6)(b) and in compliance with paragraph (6)(e) and to the
extent such Mandatory Redemption Obligation is satisfied in whole or in part
through the operation of Article V of the Share Account Pledge Agreement,
without further action required or monies due or payable by or on behalf of the

                                       10
<PAGE>

Corporation for the benefit of the Holder(s), the Corporation shall be entitled,
as to each Holder, to treat as redeemed the aggregate liquidation preference of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A equal to the U.S. dollar
amount to which such Holder has become legally entitled and which has been
received by or on behalf of such Holder through the operation of Article V of
the Share Account Pledge Agreement (such amount to be reflected in a per share
calculation assuming a $10,000.00 face amount). In such event, each affected
Holder agrees to use its best efforts to cooperate with the Corporation in
executing such instruments (including instruments facilitating a redemption of
such Preferred Stock) as may be necessary to discharge any obligation with
respect to the aggregate liquidation preference of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A equal to the U.S. dollar amount to which such Holder
has become legally entitled and which has been received by or on behalf of such
Holder through the operation of Article V of the Share Account Pledge Agreement,
it being the intent of this paragraph (6)(f) to avoid duplicative payments in
respect of the same underlying obligation.

                  (7) Procedures for Redemption. (a) If the Corporation shall
redeem shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A pursuant
to paragraph (6)(a), notice of such a redemption shall be given by or on behalf
of the Corporation by certified mail, return receipt requested, postage prepaid,
mailed not less than fifteen (15) days nor more than thirty (30) days prior to
such redemption date, to each holder of record of the shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A 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 such holder of record if the Corporation
has been furnished in writing with such facsimile address by such holder;
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 any 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
6.5% Fixed Coupon Redeemable Preferred Stock, Series A 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, in cash; (iv)
the place or places where certificates for such shares are to be surrendered for
payment of the redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue as of such redemption date, except as otherwise
provided herein.

                  (b) If notice has been mailed as aforesaid, from and after the
applicable redemption date (unless default shall be made by the Corporation in
providing for the payment of the redemption price of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A called for redemption and dividends accrued
and unpaid thereon), (i) except as otherwise provided herein, dividends on
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A 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 shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall cease, except
the right to receive from the Corporation the redemption price, in cash, without
interest thereon, upon surrender and endorsement and to receive any accrued and
unpaid dividends payable thereon, whether or not declared.

                                       11
<PAGE>

                  (c) Upon surrender in accordance with the notice given by or
on behalf of the Corporation pursuant to this paragraph (7) of the certificates
for any shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A so
redeemed, properly endorsed or assigned for transfer, if the Board of Directors
shall so require and the notice shall so state, such shares shall be redeemed by
the Corporation at the redemption price aforesaid, plus any accrued and unpaid
dividends payable thereon, whether or not declared. If fewer than all of the
outstanding shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A are
to be redeemed by the Corporation, 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 based on the number of shares of Fixed Coupon Preferred Stock,
Series A held by such Holder on the date of the applicable Company redemption
notice with the redemption price of any fractional shares being determined on
the percentage basis the liquidation preference of such fractional share bears
to the liquidation preference of a whole share of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A (assuming a $10,000.00 face amount). In case fewer
than all of the shares represented by any such certificate are redeemed, a new
certificate shall be issued by the Corporation, representing the non-surrendered
shares without cost to the holder thereof.

                  (8) Governance. (a) The Holders of record of shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A shall not be entitled to any
voting rights, except as hereinafter provided in this paragraph (8) or as
otherwise provided by applicable law.

                  (b) If and whenever either (i) the Corporation shall have
failed to discharge its Mandatory Redemption Obligation or (ii) there occurs a
Bankruptcy Event (any such event described in the preceding subparagraphs (i)
and (ii) being hereinafter referred to as a "Trigger Event"), a vote of the
Holders (in respect of which a majority shall be necessary for approval of
matters submitted to Holders) of shares of 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A, voting together as a single class, will be required
on all matters brought to stockholders of the Corporation. Whenever the
Corporation shall have fulfilled its Mandatory Redemption Obligation and all
Bankruptcy Events shall have been cured (the "Trigger Event Cure"), then the
right of the Holders of shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A to vote as described in this paragraph (8)(b) shall cease, but subject
always to the same provisions for the vesting of such voting rights if any
Trigger Event occurs.

                  (c) Upon the occurrence of any Trigger Event, the number of
directors then constituting the Board of Directors shall be increased by two (2)
and the Holders of shares of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A, together with the holders of the 13% Preferred Stock, 5% Preferred
Stock, Series A, 5% Cumulative Preferred, Series A, 5% Preferred Stock, Series B
and Variable Coupon Preferred Stock, Series A and shares of any other series of
Preferred Stock upon which like rights to vote for the election of two (2)
additional directors have been conferred and are exercisable (resulting from
either the failure to pay dividends (except with respect to the 6.5% Fixed
Coupon Redeemable Preferred

                                       12
<PAGE>

Stock, Series A and Variable Coupon Preferred Stock, Series A), the failure to
redeem or the occurrence of a Bankruptcy Event) (the 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A and any such other series having such
rights are collectively referred to as the "Preferred Shares"), voting together
as a single class regardless of class or series, shall be entitled to elect the
two (2) 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 the Preferred Shares, called as hereinafter
provided. Whenever all arrears in dividends on the Preferred Shares (except with
respect to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and
Variable Coupon Preferred Stock, Series A) then outstanding shall have been paid
(as set forth in the instruments creating such Preferred Shares, except with
respect to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and
Variable Coupon Preferred Stock, Series A) and dividends thereon for the current
quarterly dividend period shall have been paid or declared and set apart for
payment (as set forth in the instruments creating such Preferred Shares, except
with respect to the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A and
Variable Coupon Preferred Stock, Series A), 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 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A and the Preferred Shares to elect such
additional two (2) 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
6.5% Fixed Coupon Redeemable Preferred Stock, Series A 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 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A and the Preferred Shares, the Secretary of the Corporation may,
and upon the written request of any Holder of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A, addressed to the Secretary of the
Corporation at the principal office of the Corporation, shall, call a special
meeting of the holders of shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A and of the Preferred Shares for the election of the two (2)
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 of the Corporation or as required by applicable law.
If any such special meeting required to be called as above provided shall not be
called by the Secretary of the Corporation within twenty (20) days after receipt
of any such request meeting the requirements above, then any Holder of
outstanding shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A may
call such meeting, upon the notice provided above, and for that purpose shall
have reasonable access to the stock register of the Corporation in accordance
with the By-laws of the Corporation and applicable law. The directors elected at
any such special meeting shall hold office until the next annual meeting of the
stockholders of the Corporation or special meeting held in lieu thereof if such
office shall not have previously terminated as provided above. If any vacancy
shall occur among the directors elected by the holders of shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A 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 shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A and the Preferred Shares or the successor
of such remaining director, to serve until the next annual meeting of the
stockholders of the Corporation or special meeting held in place thereof if such
office shall not have previously terminated as provided above.

                  (d) Without the written consent of the Holders of at least
662/3% in liquidation preference of the outstanding shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A or the vote of Holders of at least 662/3%
in liquidation preference of the outstanding shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A at a meeting of the Holders of shares of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A 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 6.5%

                                       13
<PAGE>

Fixed Coupon Redeemable Preferred Stock, Series A; provided that any such
amendment that changes the dividend payable on or the liquidation preference of,
the 6.5% Fixed Coupon Redeemable Preferred Stock, Series A shall require the
unanimous affirmative vote at a meeting of Holders of shares of 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A called for such purpose or written
consent of the Holder of each share of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A.

                  (e) Without the written consent of the Holders of at least
662/3% in liquidation preference of the outstanding shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A or the vote of Holders of at least 662/3%
in liquidation preference of the outstanding shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A at a meeting of the Holders of shares of
6.5% Fixed Coupon Redeemable Preferred Stock, Series A called for such purpose,
the Corporation will not issue any additional shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A 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 (8)(e) shall not limit the
right of the Corporation to (i) issue shares of preferred stock as in-kind
dividends on the 5% Preferred Stock, Series A, 5% Preferred Stock, Series B, or
Variable Coupon Preferred Stock, Series A which shares of preferred stock would
have terms substantially identical to the 5% Series A, 5% Series B, and Variable
Coupon Preferred, Series A, as the case may be, or (ii) issue Parity Securities
or Senior Securities in order to refinance, redeem or refund the 13% Preferred,
5% Preferred Stock, Series A, 5% Cumulative Preferred, Series A, 5% Preferred
Stock, Series B, or Variable Coupon Preferred Stock, Series A; provided that the
maximum value of such Parity Securities or Senior Securities issued by the
Corporation in such refinancing as shall be reflected on the Corporation's
consolidated balance sheet prepared in accordance with GAAP or, in the case of
an unaudited consolidated balance sheet of the Corporation, prepared on a basis
consistent with the Corporation's prior practice and in each case, except as may
be indicated in the notes thereto, shall not exceed in the aggregate, the
aggregate value of the 13% Preferred, 5% Preferred Stock, Series A, 5%
Cumulative Preferred Series A, 5% Preferred Stock, Series B, or Variable Coupon
Preferred Stock, Series A, respectively, as reflected on the Corporation's
consolidated balance sheet as contained in the report (including all amendments
and supplements thereto) filed by the Corporation with the United States
Securities and Exchange Commission pursuant to the Exchange Act that is most
recent prior to such refinancing.

                  (f) In exercising the voting rights set forth in this
paragraph (8), each share of 6.5% Fixed Coupon Redeemable Preferred Stock,
Series A shall have one vote per share, except that when any other series of
Preferred Shares shall have the right to vote with the 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A as a single class on any matter, then the
6.5% Fixed Coupon Redeemable Preferred Stock, Series A and one or more other
series of Preferred Shares shall have with respect to such matters one (1) vote
per $1,000.00 of stated liquidation preference. Except as otherwise required by
applicable law or as set forth herein, the shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A 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.

                                       14
<PAGE>

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

                  (b) The shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A shall bear the following legend:

                  THE SHARES OF PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF
                  NTL INCORPORATED (THE "PREFERRED STOCK") 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 SUCH REGISTRATION REQUIREMENTS. THE TRANSFER OF THE
                  PREFERRED STOCK EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO
                  THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN (1) THE TERM
                  SHEET DESCRIBING THE PREFERRED STOCK ATTACHED AS AN EXHIBIT TO
                  THE SHARE PURCHASE AGREEMENT, DATED AUGUST 4, 2000, AS
                  AMENDED, BY AND AMONG NTL INCORPORATED, FRANCE TELECOM S.A.,
                  MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, LLC AND
                  SUEZ-LYONNAISE DES EAUX S.A. AND (2) THE CERTIFICATE OF
                  DESIGNATION UNDER WHICH THE PREFERRED STOCK WAS ISSUED, A COPY
                  OF EACH OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF NTL
                  INCORPORATED AND WILL BE FURNISHED WITHOUT CHARGE TO THE
                  HOLDER OF SUCH PREFERRED STOCK UPON WRITTEN REQUEST TO NTL
                  INCORPORATED.

                  (c) Upon any transfer of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A permitted under paragraph (10) and
applicable federal and state securities laws, 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 and substance 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 written
evidence satisfactory to the Corporation demonstrating that such taxes have been
paid or satisfied). All certificates so surrendered shall be canceled by the
Corporation or the transfer agent.

                  (d) As promptly as practicable after the surrender by a Holder
of a certificate evidencing a greater number of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A than the Corporation is redeeming in the
case of a redemption by the Corporation of shares of 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A pursuant to paragraph (6)(a) or upon any
transfer of shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
permitted under paragraph (10) and applicable federal and state securities laws,
the Corporation shall issue and shall deliver to the applicable Person, or on
the Person's written order another Person, a certificate or certificates (which
certificate or certificates shall have the legend set forth in paragraph (9)(b))
representing the number of shares of 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A held by such Person as a result of such transaction.

                                       15
<PAGE>

                  (10) Transfer Restrictions. The Holder (or any permitted
transferee of the Holder) shall not sell or transfer or authorize the sale or
transfer of any shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A
to any Person, other than (a) Compagnie Generale des Communications S.A. or (b)
a wholly owned direct or indirect subsidiary of the Holder based in one of the
countries of the European Union meeting the requirements with respect to credit
rating described in Section 5.12(f) of the Investment Agreement; provided that
such transfer to such Affiliate of the Holder will not (i) in the reasonable
judgment of the Holder result in an adverse effect on the credit rating of the
Corporation or NTL Communications Corp. and (ii) adversely affect the
Corporation from a regulatory perspective. Any attempted transfer or transfer of
shares of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A not satisfying
the requirements of this paragraph (10) shall be null and void ab initio and
will not be recognized by the Corporation or recorded on the stock register of
the Corporation and any such transferee will not have any rights under this
Certificate of Designation or otherwise with respect to such shares of 6.5%
Fixed Coupon Redeemable Preferred Stock, Series A."

                                       16
<PAGE>

                  IN WITNESS WHEREOF, NTL Incorporated has caused this
Certificate of Designation to be signed by the undersigned this 17th day of May
2001.


                                     NTL INCORPORATED

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