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

                                   ----------

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

                                   ----------

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

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


<PAGE>


         (1) Number and Designation. 10,263.17 shares of Preferred Stock shall
be designated as "5% Cumulative Participating Convertible Preferred Stock,
Series K of NTL Incorporated" (the "5% Preferred Stock") and no other shares of
Preferred Stock shall be designated as 5% Preferred Stock.

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

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

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

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

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

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



                                       2
<PAGE>

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

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

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

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

         "Current Market Price" of publicly traded shares of Common Stock or any
    other class of capital stock or other security of the Corporation or any
    other issuer for any day shall mean the last reported sale price for such
    security on the principal exchange or quotation system on which such
    security is listed or traded. If the security is not admitted for trading on
    any national securities exchange or the Nasdaq National Market, "Current
    Market Price" shall mean the average of the last reported closing bid and
    asked prices reported by the Nasdaq as furnished by any member in good
    standing of the National Association of Securities Dealers, Inc., selected
    from time to time by the Corporation for that purpose or as quoted by the
    National Quotation Bureau Incorporated. In the event that no such quotation
    is available for such day, the Current Market Price shall be the average of
    the quotations for the last five Trading Days for which a quotation is
    available within the last 30 Trading Days prior to such day. In the event
    that five such quotations are not available within such 30-Trading Day
    period, the Board of Directors shall be entitled to determine the Current
    Market Price on the basis of such quotations as it reasonably considers
    appropriate.

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

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

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



                                       3
<PAGE>

    Date shall be paid on the Business Day immediately following such Dividend
    Payment Date.

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

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

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

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

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

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

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

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

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

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



                                       4
<PAGE>

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

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

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

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

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

         "NYSE" means the New York Stock Exchange.

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

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

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

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

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

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



                                       5
<PAGE>

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

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

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

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

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

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

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

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

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



                                       6
<PAGE>

    such securities are not quoted thereon, in the applicable securities market
    in which the securities are traded.

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

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

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

         "25-Day Average Market Price" shall mean, for any security, the
    volume-weighted average of the Current Market Prices of that security for
    the twenty-five Trading Days immediately preceding the date of
    determination.

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

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

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

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



                                       7
<PAGE>

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 the Common Stock is a Junior Security. The 5% Cumulative
Participating Convertible Preferred Stock, Series A of the Corporation, the 5%
Cumulative Participating Convertible Preferred Stock, Series C of the
Corporation, the 5% Cumulative Participating Convertible Preferred Stock, Series
D of the Corporation, the Cumulative Convertible Preferred Stock, Series A of
the Corporation, the 5% Cumulative Participating Convertible Preferred Stock,
Series E of the Corporation, the 5% Cumulative Participating Convertible
Preferred Stock, Series B of the Corporation, the 5% Cumulative Participating
Convertible Preferred Stock, Series B-1 of the Corporation, the 5% Cumulative
Participating Convertible Preferred Stock, Series F of the Corporation, the 5%
Cumulative Participating Convertible Preferred Stock, Series B-2 of the
Corporation, the 5% Cumulative Participating Convertible Preferred Stock, Series
G of the Corporation, the 5% Cumulative Participating Convertible Preferred
Stock, Series B-3 of the Corporation, the 5% Cumulative Participating
Convertible Preferred Stock, Series H of the Corporation, the 5% Cumulative
Participating Convertible Preferred Stock, Series B-4 of the Corporation, the 5%
Cumulative Participating Convertible Preferred Stock, Series I of the
Corporation, the 5% Cumulative Participating Convertible Preferred Stock, Series
B-5 of the Corporation, the 5% Cumulative Participating Convertible Preferred
Stock, Series J of the Corporation, the 5% Cumulative Participating Convertible
Preferred Stock, Series B-6 of the Corporation, the Variable Coupon Redeemable
Preferred Stock, Series A of the Corporation, the 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A of the Corporation and one or more classes of
Additional Preferred shall be Parity Securities; provided, however, that there
shall be no issue of other Senior Securities, Parity Securities or rights or
options exercisable for or convertible into any such securities, except as
approved by the holders of the 5% Preferred Stock pursuant to paragraph (9)(e).

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



                                       8
<PAGE>

         (4) Dividends. (a) Subject to paragraph (8)(b)(ii), the holders of
shares of 5% Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors, out of funds legally available for the
payment of dividends, dividends at the quarterly rate of $12.50 per share
(assuming a $1,000.00 face amount) payable in cash, shares of Common Stock (such
Common Stock for this purpose to be assigned a value equal to the 25-Day Average
Market Price as of the record date for such Dividend Payment Date) or additional
shares of Preferred Stock of a class to be designated by the Board of Directors
having terms substantially identical to the 5% Preferred Stock except as
follows: (A) the Conversion Rate (as set forth in paragraph (8)(a)) on such
Preferred Stock initially shall be the quotient resulting from the division of
the Conversion Rate (as then in effect on the 5% Preferred Stock) by the
Relevant Compounding Factor and (B) the number of shares of such Preferred Stock
payable as a dividend on any Dividend Payment Date shall increase for each
Dividend Payment Date from the first Dividend Payment Date by the Relevant
Compounding Factor (such classes of Preferred Stock singularly and collectively,
the "Additional Preferred"). All dividends on the 5% Preferred Stock, in
whatever form, shall be payable in arrears quarterly on each Dividend Payment
Date and shall be cumulative from the Issue Date (except that dividends on
Additional Preferred shall accrue from the date such Additional Preferred is
issued or would have been issued in accordance with this Certificate of
Designation if such dividends had been declared), whether or not in any Dividend
Period or Dividend Periods there shall be funds of the Corporation legally
available for the payment of such dividends. Each such dividend shall be payable
to the holders of record of shares of the 5% Preferred Stock, as they appear on
the stock records of the Corporation at the close of business on the record date
for such dividend. Upon the declaration of any such dividend, the Board of
Directors shall fix as such record date the fifth Business Day preceding the
relevant Dividend Payment Date and shall give notice on or prior to the record
date of the form of payment of such dividend. Accrued and unpaid dividends for
any past Dividend Payment Date may be declared and paid at any time, without
reference to any Dividend Payment Date, to holders of record on such record
date, not more than 45 days nor less than five Business Days preceding the
payment date thereof, as may be fixed by the Board of Directors.

         (b) In addition to the dividends described in the preceding paragraph,
holders of shares of the 5% Preferred Stock shall be entitled to receive an
amount equal to the amount (and in the form of consideration) that such holders
would be entitled to receive if, pursuant to paragraph (8), they had converted
such 5% Preferred Stock fully into Common Stock immediately before the record
date for



                                       9
<PAGE>

the payment of any such dividends on Common Stock. Each such dividend shall be
payable to the holders of record of shares of the 5% Preferred Stock as they
appear on the stock records of the Corporation at the close of business on the
record date for such dividend on Common Stock, and the Corporation shall pay
each such dividend on the applicable payment date for such dividend on the
Common Stock.

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

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

         (e) So long as any shares of the 5% Preferred Stock are outstanding, no
dividends, except as described in the next succeeding sentence, shall be
declared or paid or set apart for payment on Parity Securities or Junior
Securities, for any period, nor shall any Parity Securities or Junior Securities
be redeemed, purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of any
such Parity Securities or Junior Securities) by the Corporation (except for
conversion into or exchange into other Parity Securities or Junior Securities,
as the case may be) unless, in each case, (i) full cumulative dividends on all
outstanding shares of the 5% Preferred Stock for all Dividend Periods
terminating on or prior to the date of such redemption, repurchase or other
acquisition shall have been paid or set apart for payment, (ii) sufficient funds
shall have been paid or set apart for the payment of the dividend for the
current Dividend Period with respect to the 5% Preferred Stock and (iii) the
Corporation is not in default with respect to any redemption of shares of 5%
Preferred Stock by the Corporation pursuant to paragraph (6). When dividends are
not fully paid in Common Stock or Additional Preferred or are not paid in full
in cash or a sum sufficient for such payment is not set apart, as aforesaid, all
dividends declared upon shares of the 5% Preferred Stock and all dividends
declared upon Parity Securities shall be declared ratably in proportion to the
respective amounts of dividends accumulated and unpaid on the 5% Preferred Stock
and accumulated and unpaid on such Parity Securities.



                                       10
<PAGE>

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

         (5) Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the assets of the Corporation (whether
capital or surplus) shall be made to or set apart for the holders of Junior
Securities, the holders of the shares of 5% Preferred Stock shall be entitled to
receive the Liquidation Right. If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of the shares of 5% Preferred Stock shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any Parity Securities, then such assets, or the proceeds thereof,
shall be distributed among the holders of shares of 5% Preferred Stock and any
such other Parity Securities ratably in accordance with the respective amounts
that would be payable on such shares of 5% Preferred Stock and any such other
stock if all amounts payable thereon were paid in full. For the purposes of this
paragraph (5), (i) a consolidation or merger of the Corporation with one or more
corporations, or (ii) a sale or transfer of all or substantially all of the



                                       11
<PAGE>

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 the 5% Preferred Stock, as
provided in this paragraph (5), any other series or class or classes of Junior
Securities shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be paid
or distributed, and the holders of the 5% Preferred Stock shall not be entitled
to share therein.

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

         (b) On and after the first Business Day following August 13, 2009, each
holder of shares of 5% Preferred Stock shall have the right to require the
Corporation, to the extent the Corporation shall have funds legally available
therefor, to redeem such holder's shares of 5% Preferred Stock, from time to
time in part, or in whole, at a redemption price of $1,000.00 per share, payable
at the option of the Corporation in cash, shares of Common Stock or a
combination thereof, together with accrued and unpaid dividends thereon to, but
excluding, the date fixed for redemption, without interest. For purposes of
determining the number of shares of Common Stock to be issued pursuant to this
paragraph (6)(b), the price per share of Common Stock shall equal the 25-Day
Average Market Price. Any holder of shares of 5% Preferred Stock who elects to
exercise its rights pursuant to this paragraph (6)(b) shall deliver to the
Corporation a written notice of election not less than 20 days prior to the date
on which such holder demands redemption pursuant to this paragraph (6)(b), which
written notice shall set forth the name of the Holder, the



                                       12
<PAGE>

number of shares of 5% Preferred Stock to be redeemed and a statement that the
election to exercise a redemption right is being made thereby; and, subject to
paragraph (10)(d), shall deliver to the Corporation on or before the date of
redemption certificates evidencing the shares of 5% Preferred Stock to be
redeemed, duly endorsed for transfer to the Corporation.

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

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

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



                                       13
<PAGE>

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

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

         (b) If notice has been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
for the payment of the redemption price of the shares called for redemption and
dividends accrued and unpaid thereon, if any), (i) except as otherwise provided
herein, dividends on the shares of 5% Preferred Stock so called for redemption
shall cease to



                                       14
<PAGE>

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

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

         (8) Conversion. (a) Subject to and upon compliance with the provisions
of this paragraph (8), a holder of shares of 5% Preferred Stock shall have the
right, at any time and from time to time, at such holder's option, to convert
any or all outstanding shares of 5% Preferred Stock held by such holder, but not
fractions of shares, into fully paid and non-assessable shares of Common Stock
by surrendering such shares to be converted, such surrender to be made in the
manner provided in paragraph (8)(b). The number of shares of Common Stock
deliverable upon conversion of each share of 5% Preferred Stock shall be equal
to 11.242536 as adjusted as provided herein (the "Conversion Rate"). The
Conversion Rate is subject to adjustment from time to time pursuant to paragraph
(8)(d). The right to convert shares called for redemption pursuant to paragraph
(6)(a) shall terminate at the close of business on the date immediately
preceding the date fixed for such redemption unless the Corporation shall
default in making payment of the amount payable upon such redemption, in which
case such right of conversion shall be reinstated. Upon conversion, any accrued
and unpaid dividends on the 5% Preferred Stock at the date of conversion shall
be paid to the holder thereof in accordance with the provisions of paragraph
(4).



                                       15
<PAGE>

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

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

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



                                       16
<PAGE>

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

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

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



                                       17
<PAGE>

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

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

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

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



                                       18
<PAGE>

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

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



                                       19
<PAGE>

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

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



                                       20
<PAGE>

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

         (iv) In case the Corporation shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash in the amount per share that,
together with the aggregate of the per share amounts of any other cash
distributions to all holders of its Common Stock made within the 12 months
preceding the date of payment of such distribution and in respect of which no
adjustment pursuant to this paragraph (iv) has been made exceeds 5.0% of the
25-Day Average Market Price immediately prior to the date of declaration of such
dividend or distribution (excluding any dividend or distribution in connection
with the liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, and any cash that



                                       21
<PAGE>

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

         (v) In case of the consummation of a tender or exchange offer (other
than an odd-lot tender offer) made by the Corporation or any subsidiary of the
Corporation for all or any portion of the outstanding shares of Common Stock to
the extent that the cash and fair market value (as determined in good faith by
the Board of Directors of the Corporation, whose determination shall be
conclusive and shall be



                                       22
<PAGE>

described in a resolution of such Board) of any other consideration included in
such payment per share of Common Stock at the last time (the "Expiration Time")
tenders or exchanges may be made pursuant to such tender or exchange offer (as
amended) exceed by more than 5.0%, with any smaller excess being disregarded in
computing the adjustment to the Conversion Rate provided in this paragraph
(8)(d)(v), the first reported sale price per share of the Common Stock on the
Trading Day next succeeding the Expiration Time, then the Conversion Rate shall
be adjusted so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the Expiration Time by a fraction
the numerator of which shall be the sum of (x) the fair market value (determined
as aforesaid) of the aggregate consideration payable to stockholders based on
the acceptance (up to any maximum specified in the terms of the tender or
exchange offer) of all shares validly tendered or exchanged and not withdrawn as
of the Expiration Time (the shares deemed so accepted, up to any such maximum,
being referred to as the "Purchase Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchase Shares) on the Expiration
Time and the first reported sale price of the Common Stock on the Trading Day
next succeeding the Expiration Time, and the denominator of which shall be the
number of shares of Common Stock outstanding (including any tendered or
exchanged shares) on the Expiration Time multiplied by the first reported sale
price of the Common Stock on the Trading Day next succeeding the Expiration
Time, such adjustment to become effective immediately prior to the opening of
business on the day following the Expiration Time.

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



                                       23
<PAGE>

the contrary notwithstanding, the Corporation shall be entitled, to the extent
permitted by law, to make such adjustments in the Conversion Rate, in addition
to those required by this paragraph (8)(d), as it in its discretion shall
determine to be advisable in order that any stock dividends, subdivision of
shares, reclassification or combination of shares, distribution of rights or
warrants to purchase stock or securities, or a distribution of other assets
(other than cash dividends) hereafter made by the Corporation to its
stockholders shall not be taxable.

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

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

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



                                       24
<PAGE>

affiliate of a Constituent Person and (ii) failed to exercise his rights of
election, if any, as to the kind or amount of stock, securities and other
property (including cash) receivable upon such Transaction (provided that if the
kind or amount of stock, securities and other property (including cash)
receivable upon such Transaction is not the same for each share of Common Stock
held immediately prior to such Transaction by other than a Constituent Person or
an affiliate thereof and in respect of which such rights of election shall not
have been exercised ("non-electing share"), then for the purpose of this
paragraph (8)(e) the kind and amount of stock, securities and other property
(including cash) receivable upon such Transaction by each non-electing share
shall be deemed to be the kind and amount so receivable per share by a plurality
of the non-electing shares). The provisions of this paragraph (8)(e) shall
similarly apply to successive Transactions.

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

         (f) If:

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

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

         (iii) there shall be any subdivision, combination or reclassification
of the Common Stock or any consolidation or merger to which the Corporation is a
party and for which approval of any stockholders of the Corporation is required,
or



                                       25
<PAGE>

the sale or transfer of all or substantially all of the assets of the
Corporation as an entirety; or

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

then the Corporation shall cause to be filed with any transfer agent designated
by the Corporation pursuant to paragraph (8)(b) and shall cause to be mailed to
the holders of shares of the 5% Preferred Stock at their addresses as shown on
the stock records of the Corporation, as promptly as possible, but at least ten
days prior to the applicable date hereinafter specified, a notice stating (A)
the date on which a record is to be taken for the purpose of such dividend (or
such other distribution) or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution of rights or warrants are to be determined or (B)
the date on which such subdivision, combination, reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution or winding up or
other action is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property, if any,
deliverable upon such subdivision, combination, reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution or winding up. Failure to give
or receive such notice or any defect therein shall not affect the legality or
validity of any distribution, right, warrant, subdivision, combination,
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, winding up or other action, or the vote upon any of the foregoing.

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

         (h) In any case in which paragraph (8)(d) provides that an adjustment
shall become effective on the day next following a record date for an



                                       26
<PAGE>

event, the Corporation may defer until the occurrence of such event (i) issuing
to the holder of any share of 5% Preferred Stock converted after such record
date and before the occurrence of such event the additional shares of Common
Stock issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Stock issuable upon such conversion before
giving effect to such adjustment and (ii) paying to such holder any amount in
cash in lieu of any fraction pursuant to paragraph (8)(c).

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

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

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

         (l) (i) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held in its treasury, or both, for the purpose of effecting conversion of
the 5% Preferred Stock, the full number of shares of Common Stock deliverable
upon the conversion of all outstanding shares of 5% Preferred Stock not
theretofore converted. For purposes of this paragraph (8)(l) the number of
shares of Common Stock that shall be deliverable upon the conversion of all
outstanding shares of 5% Preferred Stock shall



                                       27
<PAGE>

be computed as if at the time of computation all such outstanding shares were
held by a single holder.

         (ii) The Corporation covenants that any shares of Common Stock issued
upon conversion of the 5% Preferred Stock shall be duly authorized, validly
issued, fully paid and non-assessable. Before taking any action that would cause
an adjustment increasing the Conversion Rate such that the quotient of $1,000.00
and the Conversion Rate (which quotient initially shall be $88.95) would be
reduced below the then-par value of the shares of Common Stock deliverable upon
conversion of the 5% Preferred Stock, the Corporation will take any corporate
action that, in the opinion of its counsel, may be necessary in order that the
Corporation may validly and legally issue fully paid and non-assessable shares
of Common Stock based upon such adjusted Conversion Rate.

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

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

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

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



                                       28
<PAGE>

         (b) If and whenever either (i) six quarterly dividends (whether or not
consecutive) payable on the 5% Preferred Stock have not been paid in full, (ii)
the Corporation shall have failed to discharge its Mandatory Redemption
Obligation or (iii) there occurs a Bankruptcy Event (any such event described in
the preceding subparagraphs (i) through (iii) being hereinafter referred to as a
"Trigger Event"), a vote of the holders of shares of 5% Preferred Stock, voting
as a single class, will be required on all matters brought to stockholders of
the Corporation. Whenever all arrears in dividends on the 5% Preferred Stock
then outstanding shall have been paid and dividends thereon for the current
quarterly dividend period shall have been paid or declared and set apart for
payment, the Corporation shall have fulfilled its Mandatory Redemption
Obligation and all Bankruptcy Events shall have been cured (the "Trigger Event
Cure"), then the right of the holders of the 5% Preferred Stock to vote as
described in this paragraph (9)(b) shall cease (but subject always to the same
provisions for the vesting of such voting rights if any Trigger Event occurs).

         (c) Upon the occurrence of any Trigger Event, the number of directors
then constituting the Board of Directors shall be increased by two and the
holders of shares of 5% Preferred Stock, together with the holders of shares of
every other series of preferred stock (including, without limitation, Additional
Preferred) upon which like rights to vote for the election of two additional
directors have been conferred and are exercisable (resulting from either the
failure to pay dividends or the failure to redeem) (any such other series is
referred to as the "Preferred Shares"), voting as a single class regardless of
series, shall be entitled to elect the two additional directors to serve on the
Board of Directors at any annual meeting of stockholders or special meeting held
in place thereof, or at a special meeting of the holders of 5% Preferred Stock
and the Preferred Shares, called as hereinafter provided. Whenever all arrears
in dividends on the Preferred Shares then outstanding shall have been paid and
dividends thereon for the current quarterly dividend period shall have been paid
or declared and set apart for payment, the Corporation shall have fulfilled any
redemption obligation in respect of the Preferred Shares, and the Trigger Event
Cure has occurred, then the right of the holders of the 5% Preferred Stock and
the Preferred Shares to elect such additional two directors shall cease (but
subject always to the same provisions for the vesting of such voting rights if
any Trigger Event occurs), and the terms of office of all persons elected as
directors by the holders of 5% Preferred Stock and the Preferred Shares shall
forthwith terminate and the number of members of the Board of Directors shall be
reduced accordingly. At any time after such voting power shall have been so
vested in holders of shares of 5% Preferred Stock and the Preferred Shares, the
Secretary of the Corporation may, and upon the written request of any holder of
5% Preferred Stock (addressed to the



                                       29
<PAGE>

secretary at the principal office of the Corporation) shall, call a special
meeting of the holders of the 5% Preferred Stock and of the Preferred Shares for
the election of the two directors to be elected by them as herein provided, such
call to be made by notice similar to that provided in the By-laws of the
Corporation for a special meeting of the stockholders or as required by law. If
any such special meeting required to be called as above provided shall not be
called by the Secretary of the Corporation within 20 days after receipt of any
such request, then any holder of shares of 5% Preferred Stock may call such
meeting, upon the notice above provided, and for that purpose shall have access
to the stock books of the Corporation. The directors elected at any such special
meeting shall hold office until the next annual meeting of the stockholders or
special meeting held in lieu thereof if such office shall not have previously
terminated as above provided. If any vacancy shall occur among the directors
elected by the holders of the 5% Preferred Stock and the Preferred Shares, a
successor shall be elected by the Board of Directors, upon the nomination of the
then-remaining director elected by the holders of the 5% Preferred Stock and the
Preferred Shares or the successor of such remaining director, to serve until the
next annual meeting of the stockholders or special meeting held in place thereof
if such office shall not have previously terminated as provided above.

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

         (e) Without the written consent of the holders of at least 662/3% in
liquidation preference of the outstanding shares of 5% Preferred Stock or the
vote of holders of at least 662/3% in liquidation preference of the outstanding
shares of 5% Preferred Stock at a meeting of such holders called for such
purpose, the Corporation will not issue any additional 5% Preferred Stock or
create, authorize or issue any Parity Securities or Senior Securities or
increase the authorized amount of any such other class or series; provided that
this paragraph (9)(e) shall not limit the right of the Corporation to issue (i)
Additional Preferred as dividends pursuant to paragraph (4),



                                       30
<PAGE>

(ii) shares of preferred stock as in-kind dividends on the Parity Securities or
(iii) Parity Securities or Senior Securities in order to refinance, redeem or
refund the 13% Preferred; provided that the maximum accrual value (i.e., the sum
of stated value and maximum amount payable in kind over the term from issuance
to first date of mandatory redemption or redemption at the option of the holder)
of such Parity Securities may not exceed the maximum accrual value of the 13%
Preferred.

         (f) In exercising the voting rights set forth in this paragraph (9),
each share of 5% Preferred Stock shall have one vote per share, except that when
any other series of preferred stock shall have the right to vote with the 5%
Preferred Stock as a single class on any matter, then the 5% Preferred Stock and
other series shall have with respect to such matters one vote per $1,000 of
stated liquidation preference. Except as otherwise required by applicable law or
as set forth herein, the shares of 5% Preferred Stock shall not have any
relative, participating, optional or other special voting rights and powers and
the consent of the holders thereof shall not be required for the taking of any
corporate action.

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

         (10) 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 define, limit or affect any of the
provisions hereof.

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



                                       31
<PAGE>

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

         THE SHARES OF PREFERRED STOCK (THE "PREFERRED STOCK"), PAR VALUE $0.01
         PER SHARE, OF NTL INCORPORATED (THE "CORPORATION") AND THE SHARES OF
         COMMON STOCK (THE "COMMON STOCK"), PAR VALUE $0.01 PER SHARE, OF THE
         CORPORATION INTO WHICH THE PREFERRED STOCK MAY BE CONVERTED OR REDEEMED
         REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD IN THE
         UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE
         EXEMPTION FROM REGISTRATION REQUIREMENTS. THE TRANSFER OF THE PREFERRED
         STOCK, OR COMMON STOCK IF THE PREFERRED STOCK HAS BEEN CONVERTED OR
         REDEEMED, EVIDENCED BY THIS CERTIFICATE, IS SUBJECT TO THE RESTRICTIONS
         ON TRANSFER PROVIDED FOR IN THE PURCHASE AGREEMENT, DATED JULY 15,
         1999, AS MAY BE AMENDED, BETWEEN NTL (DELAWARE), INC. ("NTL DELAWARE")
         AND FRANCE TELECOM S.A. ("FRANCE TELECOM") AND THE INVESTMENT
         AGREEMENT, DATED JULY 26, 1999, AS AMENDED, BETWEEN NTL DELAWARE AND
         FRANCE TELECOM. A COPY OF EACH OF THESE AGREEMENTS IS ON FILE AT THE
         EXECUTIVE OFFICES OF THE CORPORATION AND WILL BE FURNISHED WITHOUT
         CHARGE TO THE HOLDER OF SUCH PREFERRED STOCK OR COMMON STOCK UPON
         WRITTEN REQUEST TO THE CORPORATION.

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



                                       32
<PAGE>

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

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

         THE SHARES OF COMMON STOCK (THE "COMMON STOCK"), PAR VALUE $0.01 PER
         SHARE, OF NTL INCORPORATED (THE "CORPORATION") REPRESENTED BY THIS
         CERTIFICATE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
         REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
         APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM
         REGISTRATION REQUIREMENTS. THE TRANSFER OF THE COMMON STOCK EVIDENCED
         BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED
         FOR IN THE PURCHASE AGREEMENT, DATED JULY 15, 1999, AS MAY BE AMENDED,
         BETWEEN NTL (DELAWARE), INC. ("NTL DELAWARE") AND FRANCE TELECOM S.A.
         ("FRANCE TELECOM") AND THE INVESTMENT AGREEMENT, DATED JULY 26, 1999,
         AS AMENDED, BETWEEN NTL DELAWARE AND FRANCE TELECOM. A COPY OF EACH OF
         THESE AGREEMENTS IS ON FILE AT THE EXECUTIVE OFFICES OF THE CORPORATION
         AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH COMMON STOCK
         UPON WRITTEN REQUEST TO THE CORPORATION.

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



                                       33
<PAGE>

(subject to paragraph (8)(c), if applicable), and shall be so reflected upon the
books of the Corporation and its transfer agent.

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

         (B) Unless the certificates to be issued shall be registered in the
same name as the name in which such surrendered certificates are registered,
each certificate so surrendered shall be accompanied by instruments of transfer,
in form satisfactory to the Corporation, duly executed by the holder or the
holder's duly authorized attorney and an amount sufficient to pay any transfer
or similar tax (or evidence reasonably satisfactory to the Corporation
demonstrating that such taxes have been paid). All certificates so surrendered
shall be canceled by the Corporation or the transfer agent.

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

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



                                       34
<PAGE>





         IN WITNESS WHEREOF, NTL Incorporated has caused this Certificate of
Designation to be signed by the undersigned this 1st day of October 2001.



                                 NTL INCORPORATED

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