Exhibit 10.22


                           CERTIFICATE OF DESIGNATION
                       OF THE VOTING POWERS, DESIGNATION,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
              OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
                       LIMITATIONS OR RESTRICTIONS OF THE
                           VARIABLE 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. 47,218 shares of the Preferred Stock shall
be designated as "Variable 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 "Variable Coupon Redeemable Preferred Stock,
Series A"), and no other shares of Preferred Stock shall be designated as
"Variable Coupon Redeemable Preferred Stock, Series A". Any shares of Variable
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 such
shares are once more designated as part of a particular series of Preferred
Stock by the Board of Directors.

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

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

         "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.

         "Dividend Payment Date" shall mean September 30, December 31, March 31
         and June 30 of each year, commencing on June 30, 2001; provided,
         however, that (1) if any Dividend Payment Date falls on any day other
         than a Business Day, the dividend

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         payment due on such Dividend Payment Date shall be paid on the Business
         Day immediately following such Dividend Payment Date and (2) a Dividend
         Payment Date shall also mean the date that a dividend is paid pursuant
         to paragraph (6)(a) or (6)(b), as the case may be.

         "Dividend Periods" shall mean quarterly dividend periods commencing on
         and including September 30, December 31, March 31 and June 30 of each
         year and ending on and including the day preceding the first day of the
         next succeeding Dividend Period (other than the initial Dividend Period
         which shall commence on and include the Issue Date and end on and
         include June 29, 2001 and (2) any Dividend Period determined pursuant
         to paragraph (6)(a) or (6)(b), which shall end on and include the day
         preceding the Dividend Payment Date as determined pursuant to paragraph
         (6)(a) or (6)(b), as the case may be).

         "EURIBOR Determination Date" shall mean the first (1st) Business Day of
         any Dividend Period.

         "EURIBOR Rate" shall mean, as of the EURIBOR Determination Date, a rate
         per annum for three-month deposits in Euros determined by the Banking
         Federation of the European Union, which appears on Telerate Page 248 as
         of 11:00 a.m., Brussels, Belgium time, on such date. If such rate does
         not appear on Telerate Page 248, the rate for the EURIBOR Determination
         Date will be determined on the basis of the rate at which deposits in
         Euros are offered by the Euro Reference Banks at approximately 9:00
         a.m., Paris time, on that day to prime banks in the Euro Zone interbank
         market for a three-month period. The Corporation will request the
         principal Euro Zone office or London, England office of each of the
         Euro Reference Banks to provide a quotation of its rate. If at least
         two (2) such quotations are provided, the rate for that EURIBOR
         Determination Date will be the arithmetic average of the quotations
         carried to the fourth (4th) decimal point (rounded up). If fewer than
         two (2) quotations are provided as requested, the rate for that EURIBOR
         Determination Date will be the arithmetic mean of the rates quoted by
         three (3) major commercial banks in New York, New York, U.S.A. selected
         by the Corporation, at approximately 9:00 a.m., New York time, on that
         day for loans in Euros to leading European banks for a three month
         period. In the event that rate quotes are not available on such date
         from the three (3) major commercial banks in New York, New York, U.S.A.
         selected by the Corporation, the Board of Directors shall be entitled
         to determine the EURIBOR Rate for that EURIBOR Determination Date on
         the basis of such quotations at it reasonably considers appropriate.

         "Euro Reference Banks" shall mean Citibank N.A., The Chase Manhattan
         Bank, Deutsche Bank AG and UBS AG, provided that at least three (3)
         such banks are in existence and if not then it means four (4) major
         banks in the Euro Zone interbank market selected by the Corporation.

                  "Euro Zone" means the region of the participating member
         states as defined in Council Regulation (EC) No. 974/98 of May 3, 1998
         relating to the introduction of the Euro.

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

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         "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 Variable 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 Variable 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)(e).

         "Liquidation Right" shall mean, for each share of Variable Coupon
         Redeemable Preferred Stock, Series A, an amount equal to $10,000.00 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.

         "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).

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         "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 other
         similar agent, then "set apart for payment" with respect to the
         Variable 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% Preferred Stock, Series A" shall have the meaning set forth in
         paragraph (3)(d).

         "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

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         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.

         "Telerate Page 248" shall mean the display page currently so designated
         on the Dow Jones Telerate Service or any successor service or any one
         or more other page(s) as may replace that page on that service or any
         successor service, from time to time, for the purposes of displaying a
         comparable rate.

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

         (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 Variable 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 Variable Coupon Redeemable
Preferred Stock, Series A ("Senior Securities");

                  (b) on a parity with the Variable 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 Variable Coupon Redeemable
Preferred Stock, Series A, if the holders of shares of Variable 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 Variable 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 Variable 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").

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                  (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 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A of the Corporation (the "6.5%
Preferred Stock, Series A") is a Parity Security. Additional Preferred shall be
Parity Securities; provided, however, that there shall be no issue of other
Senior Securities, Parity Securities or options, warrants or rights exercisable
for or convertible into any such securities, except as approved by Holders of
the Variable Coupon Redeemable Preferred Stock, Series A pursuant to paragraph
(8)(e).

                  (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 Variable 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 Variable 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 quarterly rate based on the quotient of
(x) the sum of (1) the EURIBOR Rate in effect on the EURIBOR Determination Date
for such Dividend Period and (2) 2.50%, over (y) four (4), per share (assuming a
$10,000.00 face amount), payable at the option of the Corporation in (i) cash or
(ii) additional shares of Variable Coupon Redeemable Preferred Stock, Series A
(any such shares issued as dividends, collectively, the "Additional Preferred").
All dividends on the Variable Coupon Redeemable Preferred Stock, Series A, 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 Variable Coupon Redeemable

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Preferred Stock, Series A, and Additional Preferred, as they appear on the stock
register 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 (5th) 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 and paid at any time, without
reference to any Dividend Payment Date, to holders of record on such record
date, not more than forty-five (45) days nor less than five (5) Business Days
preceding the payment date thereof, as may be fixed by the Board of Directors.

                  (b) For the purpose of determining the number of Additional
Preferred to be issued pursuant to paragraph (4)(a), each such Additional
Preferred shall be valued at $10,000.00 face amount. Holders of such Additional
Preferred shall be entitled to receive dividends payable at the rates specified
in paragraph (4)(a).

                  (c) The dividends payable for the initial Dividend Period, or
any other period shorter or longer than a full Dividend Period, on the Variable
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 Variable Coupon Redeemable Preferred
Stock, Series A and Additional Preferred, that may be in arrears except as
otherwise provided herein.

                  (d) So long as any shares of Variable 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)(e), 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
Variable 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 Variable Coupon Redeemable Preferred Stock,
Series A and (iii) the Corporation is not in default with respect to any
redemption of shares of Variable Coupon Redeemable Preferred Stock, Series A by
the Corporation pursuant to paragraph (6). When dividends are not fully paid in
Additional Preferred or are not 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 the Variable 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
Variable Coupon Redeemable Preferred Stock, Series A and accumulated and unpaid
on such Parity Securities.

                  (e) So long as any shares of the Variable Coupon Redeemable
Preferred Stock, Series A are outstanding, no dividends (other than (i) any
Rights issued pursuant to the

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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 Variable 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
Variable Coupon Redeemable Preferred Stock, Series A and Parity Securities,
(III) the Corporation is not in default with respect to any redemption of shares
of Variable 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).

                  (f) No dividends shall be declared, set apart for payment or
paid in respect of shares of Variable 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 Variable 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 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 Variable 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 the shares of Variable 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 Variable 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 Variable Coupon Redeemable

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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 Variable
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 Variable 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 Variable 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 Variable 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 Variable 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 Variable 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 Variable Coupon Redeemable Preferred Stock, Series A on
the date that is the first (1st) anniversary of the Issue Date (the "Mandatory
Redemption Date") at a redemption price equal to $10,000.00 per share of
Variable 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 Variable 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 Variable Coupon Redeemable

                                       10
<PAGE>

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 Variable 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
Variable 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 Variable Coupon Redeemable Preferred Stock, Series A shall be
redeemed, and no sum shall be set apart for such payment, unless shares of
Variable 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 make any monies available for, a sinking
fund for the redemption) of shares of Variable 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
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
Variable Coupon Redeemable Preferred Stock, Series A and Additional Preferred
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 Variable
Coupon Redeemable Preferred Stock, Series A and Additional Preferred equal to
the U.S. dollar amount to which such Holder has become legally entitled and
which has been

                                       11
<PAGE>

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 Variable Coupon Redeemable Preferred Stock, Series A pursuant
to paragraph (6)(a), notice of such 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 Variable 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 Variable
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 Variable 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 Variable 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 Variable 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.

                  (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 Variable 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 Variable 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 Variable 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

                                       12
<PAGE>

preference of a whole share of Variable Coupon Redeemable Preferred Stock,
Series A (assuming a $10,000.00 face amount). In case fewer than all 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
Variable 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 Variable 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 Variable 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 Variable 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
6.5% Preferred Stock, Series A and shares of any other series of Preferred Stock
(including, without limitation, Additional Preferred) 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 Variable Coupon Redeemable Preferred Stock, Series A, Additional
Preferred and 6.5% Preferred Stock, Series A), the failure to redeem or the
occurrence of a Bankruptcy Event) (the Variable Coupon Redeemable Preferred
Stock, Series A, the Additional Preferred 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 Variable Coupon Redeemable Preferred Stock, Series A, Additional
Preferred and 6.5% 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 Variable Coupon Redeemable Preferred Stock, Series A,
Additional Preferred and 6.5% 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 Variable Coupon Redeemable Preferred Stock,
Series A, Additional Preferred and 6.5% 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 Variable Coupon Redeemable Preferred Stock, Series A and the
Preferred Shares to elect such additional

                                       13
<PAGE>

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 Variable 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 Variable 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 Variable 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
Variable 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 Variable 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 Variable 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 Variable 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 Variable Coupon
Redeemable Preferred Stock, Series A or the vote of Holders of at least 662/3%
in liquidation preference of the outstanding shares of Variable Coupon
Redeemable Preferred Stock, Series A at a meeting of Holders of shares of
Variable 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 Variable Coupon Redeemable Preferred Stock,
Series A; provided that any such amendment that changes the dividend payable on
or the liquidation preference of, the Variable Coupon Redeemable Preferred
Stock, Series A shall require the unanimous affirmative vote at a meeting of
Holders of shares of Variable Coupon Redeemable Preferred Stock, Series A called
for such purpose or written consent of the Holder of each share of Variable
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 Variable Coupon
Redeemable Preferred Stock, Series A or the vote of Holders of at least 662/3%
in liquidation preference of the outstanding shares of Variable Coupon
Redeemable Preferred Stock, Series A at a meeting of the Holders of shares of
Variable Coupon Redeemable Preferred Stock, Series A called for such purpose,
the Corporation

                                       14
<PAGE>

will not issue any additional shares of Variable 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 Additional Preferred as dividends pursuant to paragraph (4), (ii)
issue shares of preferred stock as in-kind dividends on 5% Preferred Stock,
Series A and 5% Preferred Stock, Series B which shares of preferred stock would
have terms substantially identical to the 5% Series A and 5% Series B, as the
case may be, or (iii) 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 6.5% 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 6.5% 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 Variable 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 Variable Coupon Redeemable
Preferred Stock, Series A as a single class on any matter, then the Variable
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 Variable 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.

                  (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 Variable 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

                                       15
<PAGE>

                  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 Variable 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 Variable Coupon
Redeemable Preferred Stock, Series A than the Corporation is redeeming in the
case of a redemption by the Corporation of shares of Variable Coupon Redeemable
Preferred Stock, Series A pursuant to paragraph (6)(a) or upon any transfer of
shares of Variable 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 Variable Coupon Redeemable Preferred Stock,
Series A held by such Person as a result of such transaction.

                  (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 Variable 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 Variable 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 Variable
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