Exhibit 10.23


                           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 J OF
                                NTL INCORPORATED

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


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

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


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

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

                  (1) Number and Designation. 9,635.58 shares of Preferred Stock
shall be designated as "5% Cumulative Participating Convertible Preferred Stock,


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

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

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

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

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

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

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

                  "Common Stock" shall mean the common stock, par value $0.01


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         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 September 30, 2001;
         provided, however, that if any Dividend Payment Date falls on any day
         other than a Business Day, the dividend payment due on such Dividend
         Payment Date shall be paid on the Business Day immediately following
         such Dividend Payment Date.


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<PAGE>

                  "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.

                  "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).


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<PAGE>


                  "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).

                  "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).


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<PAGE>

                  "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 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


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<PAGE>

         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 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 5% Cumulative Preferred Stock, Series A of the
Corporation, the 5% Cumulative Participating Convertible Preferred Stock, Series
E of the Corporation, the 5% Cumulative Participating Convertible Preferred
Stock, Series B of the Corporation, the 5% Cumulative Participating Convertible
Preferred Stock,


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<PAGE>

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 Variable Coupon
Redeemable Preferred Stock, Series A of the Corporation, the 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A of the Corporation, the 5% Cumulative
Participating Convertible Preferred Stock, Series B-5 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.

                  (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 Section 8(a)) on such
Preferred Stock initially shall be the quotient resulting from the division of
the Conversion Rate (as then in effect on the 5% Preferred Stock) by the
Relevant Compounding Factor and (B) the number of shares of such Preferred Stock
payable as a dividend on any Dividend Payment Date shall increase for each
Dividend Payment Date from the first Dividend Payment Date by the Relevant
Compounding Factor (such classes of Preferred Stock singularly and


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<PAGE>

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 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


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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.

                  (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


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<PAGE>

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 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


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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 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


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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.

                  (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


                                       13

<PAGE>

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 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 11.383039 as adjusted as provided herein (the "Conversion Rate"). The
Conversion Rate is subject


                                       14

<PAGE>

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).

                  (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


                                       15

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 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.


                                       16
<PAGE>


                  (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 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


                                       17

<PAGE>

to receive after the happening of any of the events described above had such
share been converted immediately prior to the record date in the case of a
dividend or distribution or the effective date in the case of a subdivision,
combination or reclassification. An adjustment made pursuant to this
subparagraph (i) shall become effective immediately after the opening of
business on the Business Day next following the record date (except as provided
in paragraph (8)(h)) in the case of a dividend or 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


                                       18
<PAGE>


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

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


                                       19
<PAGE>

date, and the denominator of which shall be the 25-Day Average Market Price per
share of the Common Stock on such record date less the then-fair market value
(as determined by the Board of Directors in good faith, whose determinations
shall be conclusive) of the portion of the assets, shares of its capital stock
or evidences of indebtedness so distributed or of such rights or warrants
applicable to one share of Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that after
fixing a record date such distribution is not so made, the Conversion Rate shall
be readjusted to the Conversion Rate which would then be in effect if such
record date had not been fixed. Such adjustment shall become effective
immediately at the opening of business on the Business Day next following
(except as provided in paragraph (8)(h)) the record date for the determination
of stockholders entitled to receive such distribution. For the purposes of this
subparagraph (iii), the distribution of a Security, which is distributed not
only to the holders of the Common Stock on the date fixed for the determination
of stockholders entitled to such distribution of such Security, but also is
distributed with each share of Common Stock delivered to a Person converting a
share of 5% Preferred Stock after such determination date, shall not require an
adjustment of the Conversion Rate pursuant to this subparagraph (iii); provided,
however, that on the date, if any, on which a Person converting a share of 5%
Preferred Stock would no longer be entitled to receive such Security with a
share of Common Stock (other than as a result of the termination of all such
Securities), a distribution of such Securities shall be deemed to have occurred
and the Conversion Rate shall be adjusted as provided in this subparagraph (iii)
(and such day shall be deemed to be "the date fixed for the determination of
stockholders entitled to receive such distribution" and "the record date" within
the meaning of the three preceding sentences). If any rights or warrants
referred to in this subparagraph (iii) shall expire unexercised after the same
shall have been distributed or issued by the Corporation, the Conversion Rate
shall be readjusted at the time of such expiration to the Conversion Rate that
would have been in effect if no adjustment had been made on account of the
distribution or issuance of such expired rights or warrants.

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


                                       20
<PAGE>

or winding up of the Corporation, whether voluntary or involuntary, and any cash
that is distributed upon a merger, consolidation or other transaction for which
an adjustment pursuant to paragraph (8)(e) is made), then, in such case, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
close of business 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 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)


                                       21
<PAGE>

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 subparagraph (vi) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment until made, and
provided further that any adjustment shall be required and made in accordance
with the provisions of this paragraph (8) (other than this subparagraph (vi))
not later than such time as may be required in order to preserve the tax-free
nature of a distribution for United States income tax purposes to the holders of
shares of 5% Preferred Stock or Common Stock. Notwithstanding any other
provisions of this paragraph (8), the Corporation shall not be required to make
any adjustment of the Conversion Rate for the issuance of any shares of Common
Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Corporation and the investment of
additional optional amounts in shares of Common Stock under such plan. All
calculations under this paragraph (8) shall be made to the nearest dollar or to
the nearest 1/1,000 of a share, as the case may be. Anything in this paragraph
(8)(d) to the contrary notwithstanding, the Corporation shall be entitled, to
the extent permitted by law, to make such adjustments in the Conversion Rate,
in addition to those required by this paragraph (8)(d), as it in its discretion
shall determine to be


                                       22
<PAGE>

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 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


                                       23
<PAGE>

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

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

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


                                       24

<PAGE>

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

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


                                       25
<PAGE>


                  (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 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 $87.85)
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.


                                       26
<PAGE>


                  (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.

                  (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


                                       27
<PAGE>

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 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


                                       28
<PAGE>

office shall not have previously terminated as provided above.

                  (d) Without the written consent of the holders of at least 66
2/3% in liquidation preference of the outstanding shares of 5% Preferred Stock
or the vote of holders of at least 66 2/3% 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 66
2/3% in liquidation preference of the outstanding shares of 5% Preferred Stock
or the vote of holders of at least 66 2/3% 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), (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.


                                       29
<PAGE>


                  (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.

                  (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


                                       30
<PAGE>


                  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 WITH OUT THE SURRENDER AND EXCHANGE OF THIS
                  CERTIFICATE FOR CERTIFICATES REPRESENTING SUCH COMMON STOCK. A
                  NOTICE OF SUCH CONVERSION OR REDEMPTION EVENT, IF ANY, IS ON
                  FILE AT THE EXECUTIVE OFFICES OF THE CORPORATION AND WILL BE
                  FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE
                  UPON WRITTEN REQUEST TO THE CORPORATION.

                  THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO EACH HOLDER
                  OF THE PREFERRED STOCK, 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


                                       31
<PAGE>

                  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 (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


                                       32
<PAGE>

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."


                                       33

<PAGE>


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

                                       NTL INCORPORATED

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


                                       34