Exhibit 10.26


                CERTIFICATE OF DESIGNATION OF THE VOTING POWERS,
                     DESIGNATION, PREFERENCES AND RELATIVE,
                    PARTICIPATING, OPTIONAL OR OTHER SPECIAL
                     RIGHTS AND QUALIFICATIONS, LIMITATIONS
                       AND RESTRICTIONS OF THE CUMULATIVE
                          CONVERTIBLE PREFERRED STOCK,
                         SERIES A, 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, as amended
(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 hereinafter provided for and has established the dividend,
exchange, conversion, redemption and voting rights thereof and has adopted the
following resolution (the "Certificate of Designation"), 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 the Corporation's
preferred stock, par value $0.01 per share ("Preferred Stock"), with the
following powers, designation, dividend rights, voting powers, rights on
liquidation, exchange rights, conversion rights, redemption rights and other
preferences and relative, participating, optional or other special rights and
with the qualifications, limitations and restrictions on the shares of such
series (in addition to the powers, designation, 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. 1,850,000 shares of the Preferred Stock
shall be designated as "Cumulative Convertible Preferred Stock, Series A of NTL
Incorporated" (the "NTL Preferred Stock"), and no other shares of preferred
stock

<PAGE>

shall be designated as "Cumulative Convertible Preferred Stock, Series A
of NTL Incorporated." Any shares of NTL Preferred Stock redeemed or otherwise
acquired by the Corporation shall be retired and shall resume the status of
authorized and unissued shares of preferred stock, without designation as to
series, until such shares are once more designated as part of a particular
series of preferred stock by the Board of Directors.

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

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

         "Additional Amount" shall have the meaning set forth in paragraph
(8)(d).

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

         "Bankruptcy Event" shall mean any of the following: (i) a court having
jurisdiction in the premises 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 (i) the board of directors of the
Corporation and (ii) the Executive Committee, if any, or any other committee
duly authorized by the board of directors of the Corporation to perform any of
its responsibilities with respect to the NTL Preferred Stock.



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<PAGE>

         "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.

         "Cablecom Credit Facility" shall mean the Credit Agreement, dated March
28, 2000, as amended from time to time, by and among NTL Incorporated (as
parent), NTL Cablecom Holding GmbH (as shareholder), Cablecom (Ostschweiz) AG
(as principal borrower), Chase Manhattan plc and Morgan Stanley Senior Funding,
Inc. (as arrangers and joint book managers), Chase Manhattan International
Limited (as agent), and the lenders party thereto.

         "Cablecom Group" shall mean NTL Cablecom Holding GmbH and its
subsidiaries (including any minority interests owned by such entities).

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

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

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

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

         "control" (including the terms "controlled by" and "under common
control with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or
cause the direction of the affairs or management of a Person, whether through
the ownership of voting securities, by contract or otherwise.

         "Conversion Rate" shall have the meaning set forth in paragraph (9)(a).

         "Convertibility Base Price" shall have the meaning set forth
in paragraph (9)(a).

         "Convertibility Date" shall have the meaning set forth in paragraph
(9)(a).

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



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<PAGE>

         "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
(9)(d)(ii).

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

         "Dividend Payment Date" shall mean the (i) redemption date of the NTL
Preferred Stock redeemed pursuant to paragraph (6), (ii) applicable exchange
date(s) of the NTL Preferred Stock exchanged pursuant to paragraph (8)(a), and
(iii) applicable conversion date(s) of the NTL Preferred Stock converted
pursuant to paragraph (9)(a).

         "Dividend Periods" shall mean quarterly dividend periods commencing on
March 31, June 30, September 30 and December 31 of each year and ending on and
including the day preceding the first day of the next succeeding Dividend Period
(except that the initial Dividend Period shall commence on the Issue Date and
the final Dividend Period shall end on but exclude the final Dividend Payment
Date).

         "Eurotel" shall mean NTL Cablecom Holding GmbH, a wholly owned
subsidiary of the Corporation, or any other holding entity which is wholly owned
by the Corporation and holds the entire issued and outstanding capital stock of
the group of companies comprising the Cablecom Group.

         "Eurotel Stock" shall mean capital stock of Eurotel with the greatest
voting power and the power to control or direct the management of Eurotel of the
type and


                                       4
<PAGE>

class held directly by, or through any direct or indirect subsidiaries of, the
Corporation.

         "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
(9)(d)(v).

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

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

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

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

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

         "Holdco" shall have the meaning set forth in paragraph (9)(e)(ii)
hereof.

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

         "Investment Agreement" means the agreement, dated July 26, 1999, as
amended, by and between France Telecom S.A. and the Corporation.

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

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

         "Liquidation Right" shall mean, for each share of NTL Preferred Stock,
an amount equal to US$1,075.17 per share, plus an amount equal to all dividends


                                       5
<PAGE>

(whether or not earned or declared) accrued and unpaid thereon, including
pursuant to paragraph (11)(c), to the date of final distribution to such
holders.

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

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

         "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
(9)(e)(i).

         "Non-Qualified Holder" shall have the meaning set forth in paragraph
(4)(f).

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

         "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 Stock" shall have the meaning set forth in the first
paragraph.

         "Purchase Shares" shall have the meaning set forth in (9)(d)(v).



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<PAGE>

         "Qualified Holder" shall mean any holder of NTL Preferred Stock other
than a commercial bank or an Affiliate of a commercial bank.

         "Record Date" shall have the meaning set forth in paragraph (9)(d)(iv).

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

         "Redemption Price" shall mean an amount equal to US$1,075.17 per share.

         "Right" shall have the meaning set forth in paragraph (12).

         "Rights Agreement" shall mean the Rights Agreement, dated as of October
13, 1993, as amended, by and between the Corporation and Continental Stock
Transfer & Trust Company or any successor plan of similar purpose and effect.

         "Securities" shall have the meaning set forth in paragraph (9)(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 NTL
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.

         "6.5% Preferred Stock" shall have the meaning set forth in paragraph
(3)(d).

         "subsidiaries" of any Person means any corporation, partnership, joint
venture, limited liability company, trust, estate or other Person controlled by
such Person directly or indirectly through one or more intermediaries.



                                       7
<PAGE>

         "Taxes" shall have the meaning set forth in paragraph (4)(f).

         "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 (9)(e)(i).

         "Transaction Agreement" shall mean the Transaction Agreement, dated
December 12, 1999, by and among Cablecom Holding AG, the Corporation, Siemens
Schweiz AG, Veba Telecom GmbH and Swisscom AG.

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

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

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

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

              (a) prior to the NTL 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 NTL Preferred Stock ("Senior Securities");

              (b) on a parity with the NTL 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



                                       8
<PAGE>

redemption or liquidation prices per share thereof be different from those of
the NTL Preferred Stock, if the holders of the NTL 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 NTL 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 NTL Preferred Stock shall be entitled to receipt of dividends,
and of amounts distributable upon liquidation, dissolution or winding up, in
preference or priority to the holders of shares of such stock or series ("Junior
Securities").

              (d) Each of the 13% Senior Redeemable Exchangeable Preferred Stock
of the Corporation and the 13% Series B Senior Redeemable Exchangeable Preferred
Stock of the Corporation (collectively, the "13% Preferred") is a Senior
Security. Each of the Series A Junior Participating Preferred Stock of the
Corporation and Common Stock is a Junior Security. Each of (i) the 5% Cumulative
Participating Convertible Preferred Stock, Series A of the Corporation (the "5%
Convertible Series A") and any dividends paid on the 5% Convertible Series A in
accordance with its terms, to the extent that such dividends are paid in shares
of preferred stock having terms substantially identical to the 5% Convertible
Series A and any dividends paid on preferred stock issued as in-kind dividends
thereon, to the extent such dividends are paid in shares of preferred stock
having terms substantially identical to the 5% Convertible Series A (the 5%
Convertible Series A and all such in-kind dividends being hereinafter referred
to as the "5% Convertible Preferred, Series A"), (ii) the 5% Cumulative
Participating Convertible Preferred Stock, Series B of the Corporation (the "5%
Convertible Series B") and any dividends paid on the 5% Convertible Series B in
accordance with its terms, to the extent that such dividends are paid in shares
of preferred stock having terms substantially identical to the 5% Convertible
Series B and any dividends paid on preferred stock issued as in-kind dividends
thereon, to the extent such dividends are paid in shares of preferred stock
having terms substantially identical to the 5% Convertible Series B (the 5%
Convertible Series B and all such in-kind dividends being hereinafter referred
to as the "5% Convertible Preferred, Series B"), (iii) the 6.5% Fixed Coupon
Redeemable Preferred Stock, Series A of the Corporation (the "6.5% Preferred
Stock"), and (iv) the Variable Coupon Redeemable Preferred Stock, Series A of
the Corporation (the "Variable Coupon Series A") and any dividends paid on the
Variable Coupon Series


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<PAGE>

A in accordance with its terms, to the extent that such dividends are paid in
shares of preferred stock having terms substantially identical to the Variable
Coupon Series A and any dividends paid on preferred stock issued as in-kind
dividends thereon, to the extent such dividends are paid in shares of preferred
stock having terms substantially identical to the Variable Coupon Series A (the
Variable Coupon Series A and all such in-kind dividends being hereinafter
referred to as the "Variable Coupon Preferred, Series A") is a Parity Security.
Except for dividends on NTL Preferred Stock pursuant to paragraph (4)(a) or
paragraph (11)(c) and as otherwise set forth above, there shall be no issue of
other Senior Securities, Parity Securities or options, warrants or rights
exercisable for or convertible into any such securities, except as approved by
holders of NTL Preferred Stock, or as otherwise permitted, pursuant to paragraph
(10)(c).

              (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 NTL Preferred Stock
shall be subject to the creation of Junior Securities, Parity Securities and
Senior Securities as set forth herein.

         (4) Dividends. (a) The holders of shares of NTL 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 (after taking into
account revaluation of the assets and liabilities of the Corporation to the
extent deemed reasonable by the Board of Directors after consultation with legal
and financial advisors), but without regard to any contractual or other
restrictions with respect thereto, dividends (x) from and after the Issue Date
and through and including March 26, 2002, at the quarterly rate of US$13.44 per
share (assuming a US$1,075.17 liquidation preference) payable in additional
shares of NTL Preferred Stock, (y) from and after March 27, 2002 through and
including March 26, 2003, at the quarterly rate of US$21.23 per share (assuming
a US$1,075.17 liquidation preference) payable in additional shares of NTL
Preferred Stock and (z) from and after March 27, 2003, at the quarterly rate of
US$26.61 per share (assuming a US$1,075.17 liquidation preference) payable in
additional shares of NTL Preferred Stock; provided that notwithstanding anything
herein to the contrary from and after the Convertibility Date, dividends shall
accrue at the quarterly rate of US$16.12 per share (assuming a US$1,075.17
liquidation preference). The dividends payable in accordance with paragraph
(11)(c) shall be in addition to, and not in lieu of, the dividends payable under
this paragraph (4)(a). All dividends on the NTL Preferred Stock shall be payable
by the Corporation in arrears on a Dividend Payment Date (except, in the case of
an exchange pursuant to paragraph (8)(a), or a conversion pursuant to paragraph
(9)(a), then the accrued and



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<PAGE>

unpaid dividends will only be paid with respect to the shares of NTL Preferred
Stock, exchanged by a Qualified Holder pursuant to paragraph (8)(a), or
converted by a Qualified Holder pursuant to paragraph (9)(a), as the case may
be, on such date) and shall be cumulative from the Issue Date (except that
dividends on additional shares of NTL Preferred Stock shall accrue from the date
such additional shares of NTL Preferred Stock would have been issued as a
dividend in accordance with this Certificate of Designation as if such dividends
had been declared and paid quarterly), whether or not in any Dividend Period or
Dividend Periods there shall be funds of the Corporation legally available for
the payment of such dividends. The total accumulated dividends for all Dividend
Periods ending on or prior to the redemption date, applicable exchange date(s)
or applicable conversion date(s) of the NTL Preferred Stock as determined
pursuant to paragraph (6), paragraph (8)(a) or paragraph (9)(a), respectively,
shall be payable to the holders of record of shares of NTL Preferred Stock, as
they appear on the stock register of the Corporation at the close of business on
such Dividend Payment Date. The record date for each Dividend Payment Date will
be fixed by the Board of Directors to be any date on which the Corporation
redeems shares of NTL Preferred Stock pursuant to paragraph (6), or any date on
which an exchange is consummated pursuant to paragraph (8)(a), or any date on
which a Qualified Holder converts shares of NTL Preferred Stock pursuant to
paragraph (9)(a).

              (b) For the purpose of determining the number of additional shares
of NTL Preferred Stock to be issued as dividends pursuant to paragraph (4)(a)
and paragraph (11)(c), each such share of additional NTL Preferred Stock shall
be valued at US$1,075.17. Holders of such additional shares of NTL Preferred
Stock shall be entitled to receive dividends payable at the rates specified in
paragraph (4)(a) and paragraph (11)(c).

              (c) The dividends payable for the initial Dividend Period, or any
other period shorter than a full Dividend Period, on the NTL 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 NTL
Preferred Stock that may be in arrears except as otherwise provided herein.

              (d) So long as any shares of the NTL Preferred Stock are
outstanding, no dividends, except as described in the next succeeding sentence,
shall be declared or paid or set apart for payment on Parity Securities or
Junior Securities, for any period, nor shall any Parity Securities or Junior
Securities be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid to or



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<PAGE>

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 NTL Preferred Stock for all Dividend Periods terminating on or
prior to the date of such redemption, purchase or other acquisition shall have
been paid or set apart for payment (together with any payments that may be
required under paragraph (11)(c)), (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 NTL Preferred Stock and (iii) the Corporation is not in default
with respect to any redemption of shares of NTL Preferred Stock by the
Corporation pursuant to paragraph (6)(b). When dividends are not fully paid in
additional shares of NTL Preferred Stock or a sum sufficient for such payment is
not set apart, as aforesaid, all dividends declared upon shares of the NTL
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 NTL Preferred Stock and accumulated and unpaid on
such Parity Securities.

              (e) So long as any shares of the NTL Preferred Stock are
outstanding, no dividends (other than (i) any Rights issued pursuant to the
Rights Agreement and (ii) dividends or distributions paid in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Junior
Securities) shall be declared or paid or set apart for payment or other
distribution declared or made upon Junior Securities, nor shall any Junior
Securities be redeemed, purchased or otherwise acquired (other than a
redemption, purchase, or other acquisition of shares of 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 (including, to
the extent applicable, dividends required pursuant to paragraph (11)(c)) on all
outstanding shares of the NTL Preferred Stock and all other Parity Securities
shall have been paid or set apart for payment for all past Dividend Periods and
dividend periods for such other Parity Securities, (B) sufficient funds shall
have been paid or set apart for the payment of the dividend (including, to the
extent applicable, dividends required pursuant to paragraph (11)(c)) for the
current Dividend Period with respect to the NTL Preferred Stock and the current
dividend period for such other Parity Securities, (C) the Corporation is not in
default with respect to redemption of shares of NTL Preferred Stock by the
Corpora-



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<PAGE>

tion pursuant to paragraph (6)(b), and (D) the Corporation has fully performed
its obligations under paragraph (6).

              (f) All payments by the Corporation of dividends on NTL Preferred
Stock to a holder thereof that is not a Qualified Holder (a "Non-Qualified
Holder") will be made free and clear of, and without deduction or withholding
for, any present or future taxes, levies, imposts, duties, fees, assessments or
other charges of whatever nature now or hereafter imposed by the United States
of America or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax imposed on or measured by the net income or
net profits of a Non-Qualified Holder pursuant to the laws of the jurisdiction
in which it is organized or the jurisdiction in which the principal office or
applicable lending office of such Non-Qualified Holder is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such non-excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Corporation
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under the NTL Preferred
Stock, after withholding or deduction for or on account of any Taxes, will not
be less than the amount provided for herein or in such NTL Preferred Stock. If
any amounts are payable in respect of Taxes pursuant to the preceding sentence,
the Corporation agrees to reimburse each Non-Qualified Holder, upon the written
request of such Non-Qualified Holder, for taxes imposed on or measured by the
net income or net profits of such Non-Qualified Holder pursuant to the laws of
the jurisdiction in which such Non-Qualified Holder is organized or in which the
principal office or applicable lending office of such Non-Qualified Holder is
located or under the laws of any political subdivision or taxing authority of
any such jurisdiction in which such Non-Qualified Holder is organized or in
which the principal office or applicable lending office of such Non-Qualified
Holder is located and for any withholding of taxes as such Non-Qualified Holder
shall determine are payable by, or withheld from, such Non-Qualified Holder, in
respect of such amounts so paid to or on behalf of such Non-Qualified Holder
pursuant to the preceding sentence and in respect of any amounts paid to or on
behalf of such Non-Qualified Holder pursuant to this sentence. The Corporation
will furnish to each Non-Qualified Holder within 45 days after the date the
payment of any Taxes is due pursuant to applicable law certified copies of tax
receipts evidencing such payment by the Corporation. The Corporation agrees to
indemnify and hold harmless each Non-Qualified Holder, and reimburse such
Non-Qualified Holder upon its written request, for the amount of any Taxes so
levied or imposed and paid



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<PAGE>

by such Non-Qualified Holder. Upon reasonable request by the Corporation, each
Non-Qualified Holder shall provide the Corporation with two United States
Internal Revenue Forms W-8 BEN or such other forms and certificates as may
mitigate the Corporation's obligation for withholding of taxes, provided,
however, that failure to do so will not relieve the Corporation of its
obligations under this paragraph 4 (f).

         (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 NTL 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 NTL 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 NTL Preferred Stock
and any such other Parity Securities ratably in accordance with the respective
amounts that would be payable on such shares of NTL Preferred Stock and any such
other Parity Securities if all amounts payable thereon were paid in full. For
the purposes of this paragraph (5), (i) a consolidation 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 NTL 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 NTL Preferred Stock shall not be entitled
to share therein.

         (6) Redemption. (a) On any of the following dates: (i) March 27, 2002,
(ii) March 27, 2003, or (iii) March 27, 2004, the Corporation may redeem at its
option all issued and outstanding shares of NTL Preferred Stock from any
Qualified Holder, at the Redemption Price, together with accrued and unpaid
dividends thereon, including any dividend required under paragraph (11)(c), to,
but excluding, the date fixed for redemption, without interest, payable in cash.



                                       14
<PAGE>

              (b) If the Corporation shall not have redeemed all outstanding
shares of NTL Preferred Stock pursuant to paragraph (6)(a), on March 27, 2009
(the "Mandatory Redemption Date"), to the extent the Corporation shall have
funds legally available therefor (after taking into account revaluation of the
assets and liabilities of the Corporation to the extent deemed reasonable by the
Board of Directors of the Corporation after consultation with legal and
financial advisors), but without regard to any contractual or other restrictions
with respect thereto, the Corporation shall redeem all of the outstanding shares
of NTL Preferred Stock held by any Qualified Holder, at the Redemption Price,
together with accrued and unpaid dividends thereon, including any dividend
required under paragraph (11)(c), to, but excluding, the Mandatory Redemption
Date, without interest, payable in cash.

              (c) If the Corporation is unable to redeem all outstanding shares
of NTL Preferred Stock together with accrued and unpaid dividends thereon,
including any dividend required pursuant to paragraph (11)(c) held by any
Qualified Holder pursuant to paragraph (6)(b) (the "Redemption Obligation")
because the Corporation does not have funds legally available therefor, the
Redemption Obligation shall be discharged as soon as the Corporation has funds
legally available to discharge such Redemption Obligation. So long as the
Corporation fails to discharge the Redemption Obligation for any reason,
dividends shall continue to accrue on the Redemption Price in accordance with
paragraph (4), in addition to dividends that accrue pursuant to paragraph
(11)(c). If and so long as the Redemption Obligation 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 NTL 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.

              (d) For purposes of paragraph (6)(a), unless full cumulative
dividends (whether or not declared) on all outstanding shares of NTL 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), no shares of NTL Preferred Stock shall be
redeemed, and no sum shall be set aside for such redemption, unless shares of
NTL Preferred Stock and Parity Securi-


                                       15
<PAGE>

ties are redeemed pro rata among holders of NTL Preferred Stock and holders of
Parity Securities and notice has previously been given in accordance with
paragraph (7).

         (7) Procedure for Redemption. (a) If the Corporation shall redeem
shares of NTL 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 five days' nor more than ten days' notice 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 amount
payable to such holder; (iii) the place or places where certificates for such
shares are to be surrendered in exchange for payment of the Redemption Price,
including any dividend required pursuant to paragraph (11)(c); and (iv) that
dividends on the shares to be redeemed will cease to accrue on the day prior to
such redemption date, except as otherwise provided herein. In the event of
redemption pursuant to paragraph (6)(b), the Corporation shall give to each
Qualified Holder advance notice in the manner provided in the first sentence of
this paragraph (7)(a) indicating the place where certificates for the NTL
Preferred Stock are to be surrendered. The Qualified Holder shall provide the
Corporation wire transfer instructions for purposes of the Corporation making
the redemption payment and shall on the Mandatory Redemption Date deliver to the
Corporation in the place so provided the certificates for the NTL Preferred
Stock to be redeemed, duly endorsed for transfer to the Corporation, and free
and clear of any liens, claims or encumbrances, at which time the Corporation
shall transfer by wire transfer to the Qualified Holder's designated account a
cash amount in full satisfaction of the Redemption Obligation, plus any accrued
and unpaid dividend, including pursuant to paragraph (11)(c).

              (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, including any dividend required
under paragraph 11(c)), (i) except as otherwise provided herein, dividends on
the shares of NTL


                                       16
<PAGE>

Preferred Stock 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 NTL Preferred Stock shall cease, except the right to receive from the
Corporation the Redemption Price, together with accrued and unpaid dividends
thereon, including any dividend required under paragraph (11)(c), to, but
excluding, the actual date of redemption, without interest, payable in cash,
upon surrender and endorsement (or a constructive surrender under paragraph
(11)(d)) of their certificates, duly endorsed for transfer to the Corporation,
and free and clear of any liens, claims or encumbrances.

              (c) Upon surrender (including a constructive surrender under
paragraph (11)(d)) in accordance with notice given pursuant to this paragraph
(7) of the certificates for the shares of NTL Preferred Stock (properly endorsed
or assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), the shares of NTL Preferred Stock shall
be redeemed by the Corporation at the Redemption Price, together with accrued
and unpaid dividends thereon, including any dividend required under paragraph
(11)(c), to, but excluding, the date fixed for redemption. If fewer than all of
the outstanding shares of NTL Preferred Stock are to be redeemed due to the
restrictions set forth in paragraph (6)(c), 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 among holders of NTL Preferred Stock (with any
fractional shares being rounded to the nearest whole share). In case fewer than
all of the shares represented by any such certificate are redeemed due to the
restrictions set forth in paragraph (6)(c), without cost to the holder thereof
either (i) a new certificate shall be issued representing the nonsurrendered
shares or (ii) at the option of the holder, the holder shall be entitled to
retain its existing certificates, which shall be deemed to represent the number
of shares of NTL Preferred Stock that have not been redeemed.

         (8) Exchange. (a) Subject to the provisions of this paragraph (8), upon
at least 30 days' written notice to the Corporation, a Qualified Holder shall
have the right, at such Qualified Holder's option, to exchange all or any part
of the shares of NTL Preferred Stock for shares of Eurotel Stock (or to effect a
constructive exchange in accordance with paragraph (11)(d)) having a value
(calculated pursuant to paragraph (8)(c)) equal to the Redemption Price of the
shares of NTL Preferred Stock with respect to which the exchange right is being
exercised, together with accrued and unpaid dividends thereon, including any
dividend required under paragraph (11)(c), to, but excluding, the date fixed for
exchange, of such shares of NTL Preferred Stock.



                                       17
<PAGE>

              (b) Any exchange pursuant to paragraph (8)(a) shall be subject to
the following requirements:

                   (i) Consummation of the exchange and the performance of any
activities in connection therewith will not trigger an event of default under
Section 23.13.2 of the Cablecom Credit Facility.

                   (ii) All necessary approvals and waivers of any governmental
competition or other regulatory bodies or authorities having jurisdiction over
the exchange or any matters arising as a result thereof shall have been received
prior to the consummation of the exchange, and the exchange will have no
material negative effect on any material governmental license, permit or
authorization held by Eurotel or any subsidiary of Eurotel; provided that after
receipt by the Corporation of a notice from a Qualified Holder under paragraph
(8)(a), the Corporation and the Qualified Holder shall promptly and fully
cooperate with each other and their respective advisors and take all reasonable
steps necessary and appropriate to receive all such governmental competition and
regulatory approvals, such cooperation to include but not be limited to, the
joint preparation and submission of any required notifications, forms,
instruments, certificates and other documentation and supporting materials, and
to avoid any such material negative effect.

                   (iii) The maximum amount of Eurotel Stock that may be
acquired upon an exchange shall be 50% of the outstanding amount thereof,
subject to the requirement under the Transaction Agreement that the Corporation
retains more than 50% ownership of the assets that are the subject thereof until
March 30, 2002. Any shares of NTL Preferred Stock remaining outstanding after
acquisition of the maximum amount of Eurotel Stock shall be subject to
redemption in accordance with paragraph (6)(a) and paragraph (6)(b) or
conversion in accordance with paragraph (9)(a).

              (c) The aggregate value at any time of the Eurotel Stock shall
equal the aggregate amount expended by the Corporation and its subsidiaries in
the acquisition of the entities that comprise Eurotel (less the aggregate amount
of debt, as reflected on the consolidated balance sheet of Eurotel prepared in
conformity with GAAP, which is incurred or assumed by Eurotel or any of its
subsidiaries or entities comprising Eurotel or its predecessors in connection
therewith (the "Acquisition Debt")), together with any amounts invested in
Eurotel or any of its subsidiaries (other than by Eurotel or its subsidiaries)
after such acquisition and prior to the exchange, reduced by any dividends,
distributions or transfers of any assets from Eurotel to any other Person
increasing at a rate of 5% per annum from the date of



                                       18
<PAGE>

such acquisition or investment to the date the value of Eurotel is being
calculated. The value of each share of Eurotel Stock shall be pro rata to the
aggregate value of Eurotel.

              (d) If at the time of any exchange of all of the NTL Preferred
Stock, the Eurotel Stock acquired as a result of such exchange does not
constitute 50% of the outstanding shares of Eurotel Stock, the Qualified Holder
shall have the right (subject to the conditions set forth in paragraph (8)(b))
to acquire from the Corporation an additional amount of Eurotel Stock (the
"Additional Amount") such that the amount of Eurotel Stock held by such
Qualified Holder as a result of the exchange and the acquisition of the
Additional Amount equals 50% of the outstanding shares of Eurotel Stock. The
Additional Amount shall be acquired for cash at the same per share value
calculated pursuant to paragraph (8)(c).

              (e) If Eurotel shall issue to the Corporation any option, warrant
or right to acquire Eurotel Stock, or if the issued Eurotel Stock shall be
comprised of more than one class, the rights of the Qualified Holder under this
paragraph (8) shall be equitably adjusted so as to maintain the intent of this
paragraph (8) that the Qualified Holder may acquire 50% of the Eurotel Stock
from the Corporation at a value reflecting the provisions of paragraph (8)(c).

              (f) If any of the requirements set forth in paragraph (8)(b)
cannot be satisfied upon a Qualified Holder's exchange for Eurotel Stock under
paragraph (8)(a) or acquisition of Eurotel Stock under paragraph (8)(d) of 50%
of the outstanding amount of Eurotel Stock, as determined in good faith by such
Qualified Holder and the Corporation, the Qualified Holder shall have the right
to acquire, upon exchange under paragraph (8)(a) of any part of the NTL
Preferred Stock held by the Qualified Holder or acquisition under paragraph
(8)(d), such amount of Eurotel Stock as would allow the requirements set forth
in paragraph (8)(b) to be satisfied. If the Qualified Holder exercises the right
described in the previous sentence, it shall have the right (i) to exchange or
acquire the remaining amount of Eurotel Stock as soon as possible after the
restrictions on the exchange or acquisition of the entire amount of Eurotel
Stock permitted hereunder shall cease to exist or (ii) to require conversion in
accordance with paragraph (9)(a) on or following the Convertibility Date of any
amount of NTL Preferred Stock that such Qualified Holder shall hold after
exercising its rights under the first sentence of this paragraph (8)(f). Any
shares of NTL Preferred Stock which shall not have been exchanged or converted
shall be subject to redemption pursuant to paragraph (6).



                                       19
<PAGE>

              (g) 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 Eurotel Stock upon exchange of the NTL 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 Eurotel Stock in a name other than that of the holder of
the NTL Preferred Stock to be exchanged 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.

         (9) Conversion. (a) Subject to and upon compliance with the provisions
of this paragraph (9), each holder of shares of NTL Preferred Stock which is a
Qualified Holder shall have the right, at any time and from time to time during
the period beginning on the earlier of: (x) March 27, 2002, unless the
Corporation (I) delivers to each Qualified Holder within five Business Days
prior to such date a written notice stating that it elects, in its sole and
absolute discretion, to delay convertibility of shares of NTL Preferred Stock
until March 27, 2003 (subject to further extension of the date of convertibility
pursuant to subparagraph (y) and subparagraph (z) below) or (II) redeems on
March 27, 2002 all issued and outstanding shares of NTL Preferred Stock at the
Redemption Price, together with accrued and unpaid dividends thereon, including
pursuant to paragraph (11)(c), to, but excluding, the date fixed for redemption,
without interest, payable in cash; (y) March 27, 2003, unless the Corporation
(I) delivers to each Qualified Holder within five Business Days prior to such
date a written notice stating that it elects, in its sole and absolute
discretion, to delay convertibility of shares of NTL Preferred Stock until March
29, 2004 (subject to further extension of the date of convertibility pursuant to
subparagraph (z) below) or (II) redeems on March 27, 2003 all issued and
outstanding shares of NTL Preferred Stock at the Redemption Price, together with
accrued and unpaid dividends thereon, including pursuant to paragraph (11)(c),
to, but excluding, the date fixed for redemption, without interest, payable in
cash; provided that the Corporation shall not be entitled to delay
convertibility of shares of NTL Preferred Stock pursuant to this subparagraph
(y) if on March 27, 2003 the Convertibility Base Price is greater than US$65.00
(as adjusted for any stock splits, combinations and the like occurring on and
after the Issue Date), and in such case, unless the Corporation redeems all of
the issued and outstanding shares of NTL Preferred Stock as described above,
March 27, 2003 shall be the Convertibility Date and any written notice from the
Corporation pursuant to subparagraph (y)(I) above shall be void and shall have
no further force and effect; and (z) March 29, 2004, unless the Corporation
redeems on March 29, 2004 all issued and outstanding shares of NTL Preferred
Stock at the Redemption Price, together with accrued and unpaid dividends
thereon,



                                       20
<PAGE>

including pursuant to paragraph (11)(c), to, but excluding, the date fixed for
redemption, without interest, payable in cash, at such holder's option, to
convert any or all outstanding shares of NTL Preferred Stock held by such
holder, but not fractions of shares (provided that if more than one share shall
be surrendered for conversion (or deemed surrendered under paragraph (11)(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 NTL Preferred stock surrendered (or deemed surrendered under
paragraph (11)(d)) for conversion by such holder), 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 (9)(b).
The earliest date on which a Qualified Holder shall thereafter be permitted to
convert shares of NTL Preferred Stock into shares of Common Stock in accordance
with subparagraph (x), (y) or (z) above shall be referred to herein as the
"Convertibility Date." The number of shares of Common Stock deliverable upon
conversion of each full share of NTL Preferred Stock shall be equal to the
quotient of (1) $1,075.17 divided by (2) the product of (x) the 25-Day Average
Market Price of the Common Stock ending on the Trading Day immediately preceding
the Convertibility Date (the "Convertibility Base Price") multiplied by (y) 1.25
(the quotient shall be referred to as the "Conversion Rate"). The Conversion
Rate is also subject to adjustment from time to time pursuant to paragraph
(9)(d). The right to convert shares called for redemption pursuant to paragraph
(6)(a) or mandatorily redeemed by the Corporation pursuant to paragraph (6)(b)
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 until such time as the Corporation may legally
satisfy the redemption payment pursuant to paragraph 6(a) or the Redemption
Obligation, as the case may be. Upon conversion, any accrued and unpaid
dividends, including any dividends required under paragraph (11)(c), on the NTL
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 NTL Preferred Stock to be converted shall surrender (or
constructively surrender in accordance with paragraph (11)(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 NTL
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



                                       21
<PAGE>

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 NTL 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 NTL Preferred Stock surrendered for conversion shall be canceled by
the Corporation or the transfer agent.

                   (ii) Subject to the last sentence of paragraph (9)(a),
holders of shares of NTL 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 (11)(d)) for
conversion such shares at any time following the preceding Dividend Payment Date
and prior to such Dividend Payment Date.

                   (iii) Subject to a holder's election under paragraph (11)(d),
as promptly as practicable after the surrender (including a constructive
surrender under paragraph (11)(d)) by a holder of the certificates for shares of
NTL 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 legends set forth in paragraph
(11)(b)) 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 (9), and any
fractional interest in respect of a share of Common Stock arising on such
conversion shall be settled as provided in paragraph (9)(c). Upon conversion of
only a portion of the shares of NTL 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 (11)(d), upon the surrender
(including a constructive surrender under paragraph (11)(d)) of certificates
representing shares of NTL 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


                                       22
<PAGE>

immediately terminate except the right to receive the Common Stock and other
amounts payable pursuant to this paragraph (9).

              (c) (i) No fractional shares or scrip representing fractions of
shares of Common Stock shall be issued upon conversion of the NTL 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 NTL 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 (11)(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 NTL Preferred Stock surrendered (or deemed surrendered under paragraph
(11)(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 NTL Preferred Stock shall have been surrendered (or deemed
surrendered pursuant to an election under paragraph (11)(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 NTL 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 (11)(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 Convertibility 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



                                       23
<PAGE>

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 NTL Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number and kind of shares of Common Stock that such
holder would have owned or have been entitled to receive after the happening of
any of the events described above had such share been converted immediately
prior to the record date in the case of a dividend or distribution or the
effective date in the case of a subdivision, combination or reclassification. An
adjustment made pursuant to this subparagraph (i) shall become effective
immediately after the opening of business on the Business Day next following the
record date (except as provided in paragraph (9)(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 (9)(d)(i) shall be made whenever any event listed above shall
occur.

                   (ii) If the Corporation shall after the Convertibility Date
fix a record date for the issuance of rights or warrants (in each case, other
than Rights issued pursuant to the Rights Agreement) 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
NTL 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


                                       24
<PAGE>

additional shares of Common Stock into which the convertible securities so
offered are initially convertible), and the denominator of which shall be the
sum of (A) the number of shares of Common Stock outstanding on the close of
business on the Determination Date and (B) the number of shares that the
aggregate proceeds to the Corporation from the exercise of such rights or
warrants for Common Stock would purchase at such 25-Day Average Market Price on
such date (or, in the case of a right of 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 (9)(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 (9)(d)(i)) or rights or warrants (in each case, other than
Rights issued pursuant to the Rights Agreement) 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



                                       25
<PAGE>

and warrants are referred to in and treated under paragraph (9)(d)(ii)) (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 NTL Preferred Stock shall be entitled to
receive, upon the conversion thereof, the number of shares of Common Stock
determined by multiplying (I) the Conversion Rate in effect immediately prior to
the close of business on such record date by (II) a fraction, the numerator of
which shall be the 25-Day Average Market Price per share of the Common Stock on
such record date, and the denominator of which shall be the 25-Day Average
Market Price per share of the Common Stock on such record date less the
then-fair market value (as determined by the Board of Directors in good faith,
whose determinations shall be conclusive) of the portion of the assets, shares
of its capital stock or evidences of 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 (9)(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 NTL 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 NTL 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,



                                       26
<PAGE>

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 subparagraph (iv) has been made exceeds 5.0% of the
25-Day Average Market Price immediately prior to the date of declaration of such
dividend or distribution (excluding any dividend or distribution in connection
with the liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, and any cash that is distributed upon a merger,
consolidation or other transaction for which an adjustment pursuant to paragraph
(9)(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 NTL 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 NTL 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 (9)(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 (9)(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 (9)(d)(iv) will apply to any cash dividend or cash
distribution on any series of Common Stock otherwise meeting the requirements of
this paragraph (9)(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.



                                       27
<PAGE>

                   (v) In case of the consummation of a tender or exchange offer
(other than an odd-lot tender offer) made by the Corporation or any subsidiary
of the Corporation for all or any portion of the outstanding shares of Common
Stock to the extent that the cash and fair market value (as determined in good
faith by the Board of Directors of the Corporation, whose determination shall be
conclusive and shall be described in a resolution of such Board) of any other
consideration included in such payment per share of Common Stock at the last
time (the "Expiration Time") tenders or exchanges may be made pursuant to such
tender or exchange offer (as amended) exceed by more than 5.0%, with any smaller
excess being disregarded in computing the adjustment to the Conversion Rate
provided in this paragraph (9)(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 (9) (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 NTL Preferred Stock or Common Stock. Notwithstanding any other
provisions of this paragraph (9), the Corporation shall not be required to make
any adjustment of the Conversion Rate for the issuance



                                       28
<PAGE>

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 (9) 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 (9)(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 (9)(d), as it in its discretion shall determine to be advisable in
order that any stock dividends subdivision of shares, reclassification or
combination of shares, distribution or 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 (9)(d), the holder of NTL 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 NTL 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.

              (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 (9)(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 NTL 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 NTL
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
("Constituent Person"), or an



                                       29
<PAGE>

Affiliate of a Constituent Person and (ii) failed to exercise his rights of
election, if any, as to the kind or amount of stock securities and other
property (including cash) receivable upon such Transaction (provided that if the
kind or amount of stock, securities and other property (including cash)
receivable upon such Transaction is not the same for each share of Common Stock
held immediately prior to such Transaction by other than a Constituent Person or
an Affiliate thereof and in respect of which such rights of election shall not
have been exercised ("non-electing share"), then for the purpose of this
paragraph (9)(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 (9)(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 NYSE
or another recognized securities exchange or automated quotation system, then
the Corporation, by notice to the holders of the NTL Preferred Stock, but
without any required consent or waiver on their part, may cause the exchange of
this NTL Preferred Stock for preferred stock of Holdco having the same terms,
conditions, ranking and other rights as set forth herein; provided that (i)
Holdco shall be incorporated under the DGCL and be based in the United States
and (ii) to the extent permitted by applicable law, the certificates
representing shares of the NTL Preferred Stock prior to the formation of Holdco
shall be deemed to represent shares of the new preferred stock of Holdco, and
the holder thereof shall not be required to surrender or exchange its
certificates representing shares of NTL Preferred 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


                                       30
<PAGE>

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 (9)(b) and shall cause to be mailed to
the holders of shares of the NTL 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 or 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 NTL 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 (9)(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 (9)(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



                                       31
<PAGE>

any share of NTL 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 (9)(c).

              (i) For purposes of this paragraph (9), 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
(9). If any single action would require adjustment of the Conversion Rate
pursuant to more than one subparagraph of this paragraph (9), 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 (9), that in the opinion of
the Board of Directors materially adversely affects the conversion rights of the
holders of the shares of NTL 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 (9)(k) shall not
affect any rights the holders of NTL 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 NTL Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of NTL Preferred Stock
not theretofore converted. For purposes of this paragraph (9)(l) the number of
shares of Common Stock that shall be deliverable upon the conversion of all
outstanding shares of NTL Preferred Stock shall be computed as if at the time of
computation all such outstanding shares were held by a single holder.



                                       32
<PAGE>

                   (ii) The Corporation covenants that any shares of Common
Stock issued upon conversion of the NTL 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 $1,075.17 and the Conversion Rate would be reduced below the
then-par value of the shares of Common Stock deliverable upon conversion of the
NTL Preferred Stock, the Corporation will take any corporate action that, in the
opinion of its counsel, may be necessary in order that the Corporation may
validly and legally issue fully paid and non-assessable shares of Common Stock
based upon such adjusted Conversion Rate.

                   (iii) Prior to the delivery of any securities that the
Corporation shall be obligated to deliver upon conversion of the NTL 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 NTL
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 NTL 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) Nothwithstanding any other provision hereof, if it is
initially determined by the Corporation that it has no withholding obligation
regarding U.S. federal tax resulting from the exchange of the Corporation's 5%
Cumulative Preferred Stock, Series A for the NTL Preferred Stock with the
holders thereof or any actual or deemed dividend on the NTL Preferred Stock,
then the Corporation need not withhold with respect thereto; provided, however,
if the Corporation subsequently determines that such withholding should have
been made, the Corporation will pay over to the relevant taxing authority the
withholding tax plus any interest due thereon and, upon liquidation or
redemption, the Corporation shall be reimbursed for such tax payment (but not
the interest accruing on such tax) by the holder of the NTL Preferred Stock and
shall be entitled to deduct any amounts required to be reimbursed out of the
redemption or liquidation amount payable with respect to the NTL Preferred Stock
and any dividend paid thereon. If the Corporation deter-


                                       33
<PAGE>

mines in good faith that it has a withholding obligation regarding U.S. federal
tax with respect to any actual or deemed dividend on the NTL Preferred Stock,
then the Corporation may withhold the amount it in good faith deems appropriate
and the Corporation shall be reimbursed for such tax payment by the holder of
the NTL Preferred Stock and shall be entitled to deduct any amounts required to
be reimbursed out of the payment of such dividend.

         (10) Voting Rights. (a) The holders of record of shares of NTL
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this paragraph (10) or as otherwise provided by law. When and if the
holders of NTL Preferred Stock are entitled to vote by law or pursuant to this
paragraph (10), each holder will be entitled to one vote per share, except that
when any other series of preferred stock shall have the right to vote with the
NTL Preferred Stock as a single class on any matter, then the NTL Preferred
Stock and other series shall have with respect to such matters one vote per
$1,075.17 of stated liquidation preference.

              (b) Without the written consent (to the extent permitted under
Delaware law) of the holders of at least 66 2/3% of aggregate Liquidation Rights
of the outstanding shares of NTL Preferred Stock or the vote of holders of at
least 66 2/3% of aggregate Liquidation Rights of the outstanding shares of NTL
Preferred Stock at a meeting of the holders of NTL 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 NTL Preferred Stock; provided
that any such amendment that changes the dividend payable on, or the aggregate
Liquidation Rights of, the NTL Preferred Stock shall require the affirmative
vote at a meeting of holders of NTL Preferred Stock called for such purpose or
written consent (to the extent permitted under Delaware law) of the holder of
each share of NTL Preferred Stock.

              (c) Without the written consent (to the extent permitted under
Delaware law) of the holders of at least 66 2/3% of aggregate Liquidation Rights
of the outstanding shares of NTL Preferred Stock or the vote of holders of at
least 66 2/3% of aggregate Liquidation Rights of the outstanding shares of NTL
Preferred Stock at a meeting of such holders called for such purpose, the
Corporation will not issue any additional shares of NTL 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 (10)(c) shall not limit the right of the Corporation to issue (i)
additional shares of NTL Preferred Stock as dividends pursuant to paragraph
(4)(a) or paragraph (11)(c) or (ii) Parity Securities or Senior Securities in
order to refinance, redeem or refund the 13% Preferred, 5% Convertible


                                       34
<PAGE>

Preferred, Series A, 5% Convertible Preferred, Series B, 6.5% Preferred Stock
and Variable Coupon Preferred, Series A; provided that in the case of a
refinancing, redemption or refund of the 13% Preferred, 5% Convertible
Preferred, Series A, 5% Convertible Preferred, Series B, 6.5% Preferred Stock or
Variable Coupon Preferred, Series A, 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 or Senior Securities issued by the Corporation in such
refinancing, as shall be reflected on the Corporation's consolidated balance
sheet prepared in accordance with GAAP applied on a basis consistent with the
Corporation's prior practice, may not exceed the maximum accrual value of the
13% Preferred, 5% Convertible Preferred, Series A, 5% Convertible Preferred,
Series B, 6.5% Preferred Stock or Variable Coupon Preferred, Series A,
respectively, as reflected on the Corporation's consolidated balance sheet as
contained in the report filed by the Corporation with the United States
Securities and Exchange Commission pursuant to the Exchange Act that is most
recent prior to such refinancing.

              (d) Nothing in this paragraph (10) shall be in derogation of any
rights that a holder of shares of NTL Preferred Stock may have in his capacity
as a holder of shares of Common Stock.

              (e) Except as otherwise set forth in this paragraph (10) or as
required by applicable law, (i) the holders of NTL Preferred Stock shall not
have any relative, participating, optional or other special voting rights and
powers, except as provided by this Certificate of Designation or in any
agreement between the Corporation and a holder and (ii) the written consent (to
the extent permitted under Delaware law) or vote of holders of NTL Preferred
Stock shall not be required for the taking of any corporate action by the
Corporation or the Board of Directors. The provisions of this paragraph (10) are
in lieu of, and not in addition to, any voting rights specified in the
Certificate of Incorporation as applicable to a series of preferred stock.

         (11) 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) The shares of NTL Preferred Stock shall bear the following
legends:

         THE SHARES OF PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF
         THE CORPORATION (THE "PREFERRED STOCK")



                                       35
<PAGE>

         REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD IN
         THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "ACT"), AND ANY APPLICABLE STATE
         SECURITIES LAWS OR IN ACCORDANCE WITH ANY APPLICABLE
         EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS UNDER THE ACT. THE TRANSFER OF THE
         PREFERRED STOCK EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO
         THE RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE PURCHASE
         AGREEMENT, DATED FEBRUARY 17, 2000, AS MAY BE AMENDED, AMONG
         THE CORPORATION AND CERTAIN PURCHASERS, A COPY OF WHICH IS ON
         FILE AT THE EXECUTIVE OFFICES OF THE CORPORATION AND WILL BE
         FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH PREFERRED
         STOCK UPON WRITTEN REQUEST TO THE CORPORATION.

         SO LONG AS ANY SHARES OF THE PREFERRED STOCK ARE RESTRICTED
         SECURITIES WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE
         ACT, THE CORPORATION WILL, DURING ANY PERIOD IN WHICH (A) THE
         CORPORATION IS NOT SUBJECT TO AND IN COMPLIANCE WITH SECTION
         13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
         AMENDED (THE "EXCHANGE ACT"), OR (B) THE CORPORATION IS NOT
         EXEMPT FROM THE REPORTING OBLIGATIONS OF RULE 12g3-2(b) OF
         THE EXCHANGE ACT, PROVIDE TO EACH HOLDER OF SUCH RESTRICTED
         SECURITIES AND TO EACH PROSPECTIVE PURCHASER (AS DESIGNATED
         BY SUCH HOLDER) OF SUCH RESTRICTED SECURITIES, UPON THE
         REQUEST OF SUCH HOLDER OR PROSPECTIVE PURCHASER, ANY
         INFORMATION REQUIRED TO BE PROVIDED BY SUBSECTION (d)(4)(i)
         OF RULE 144(A) UNDER THE ACT.

         THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE
         MAY BE CONVERTED INTO COMMON STOCK OF THE CORPORATION OR
         EXCHANGED FOR NTL CABLECOM HOLDING GMBH STOCK WITHOUT THE
         SURRENDER AND EXCHANGE OF THIS CERTIFICATE FOR CERTIFICATES
         REPRESENTING SUCH COMMON STOCK OR NTL CABLECOM HOLDING GMBH
         STOCK. A NOTICE OF SUCH CONVERSION



                                  36
<PAGE>

         OR EXCHANGE, IF ANY, IS ON FILE AT THE EXECUTIVE OFFICES OF
         THE CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE
         HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE
         CORPORATION.

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

              The shares of Common Stock issuable upon conversion of the NTL
Preferred Stock shall bear the following legends:

         THE SHARES OF COMMON STOCK, PAR VALUE $0.01, OF THE
         CORPORATION (THE "COMMON STOCK") REPRESENTED BY THIS
         CERTIFICATE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
         ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "ACT"), AND ANY APPLICABLE STATE SECURITIES LAWS
         OR IN ACCORDANCE WITH ANY APPLICABLE EXEMPTION FROM, OR
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
         UNDER THE ACT. THE TRANSFER OF THE COMMON STOCK EVIDENCED BY
         THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER
         PROVIDED FOR IN THE INVESTMENT AGREEMENT, DATED JULY 26,
         1999, AS AMENDED, BETWEEN NTL (DELAWARE), INC. AND FRANCE
         TELECOM S.A. ("FRANCE TELECOM"). A COPY OF THIS AGREEMENT 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. THE COMMON
         STOCK SHALL BE REGISTRABLE SECURITIES FOR PURPOSES OF THE
         REGISTRATION RIGHTS AGREEMENT, DATED MAY 30, 2000, BY AND
         BETWEEN THE CORPORATION AND FRANCE TELECOM. A COPY OF THIS
         AGREEMENT 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.


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<PAGE>

         SO LONG AS ANY SHARES OF THE COMMON STOCK ARE RESTRICTED
         SECURITIES WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE
         ACT, THE CORPORATION WILL, DURING ANY PERIOD IN WHICH (A) THE
         CORPORATION IS NOT SUBJECT TO AND IN COMPLIANCE WITH SECTION
         13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
         AMENDED (THE "EXCHANGE ACT"), OR (B) THE CORPORATION IS NOT
         EXEMPT FROM THE REPORTING OBLIGATIONS OF RULE 12g3-2(b) OF
         THE EXCHANGE ACT, PROVIDE TO EACH HOLDER OF SUCH RESTRICTED
         SECURITIES AND TO EACH PROSPECTIVE PURCHASER (AS DESIGNATED
         BY SUCH HOLDER) OF SUCH RESTRICTED SECURITIES, UPON THE
         REQUEST OF SUCH HOLDER OR PROSPECTIVE PURCHASER, ANY
         INFORMATION REQUIRED TO BE PROVIDED BY SUBSECTION (d)(4)(i)
         OF RULE 144(A) UNDER THE ACT.

              The shares of Eurotel Stock shall bear the following legend:

         THE SHARES OF STOCK OF NTL CABLECOM HOLDING GmbH REPRESENTED
         BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD IN THE UNITED
         STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "ACT"), AND ANY APPLICABLE STATE SECURITIES
         LAWS OR IN ACCORDANCE WITH ANY APPLICABLE EXEMPTION FROM, OR
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
         UNDER THE ACT.

              (c) If the Corporation shall have failed to declare or pay
dividends as required pursuant to paragraph (4) or shall have failed to
discharge the Redemption Obligation pursuant to paragraph (6)(b), the holders of
shares of NTL Preferred Stock shall be entitled to receive, in addition to all
other amounts required to be paid hereunder, including dividends pursuant to
paragraph (4)(a), when, as and if declared by the Board of Directors, out of
funds legally available for the payment of dividends (after taking into account
revaluation of the assets and liabilities of the Corporation to the extent
deemed reasonable by the Board of Directors after consultation with legal and
financial advisors), but without regard to any contractual or other restrictions
with respect thereto, cash dividends on (i) the aggregate dividends which the
Corporation shall have failed to declare or pay or (ii) the aggregate Redemption
Price, together with accrued and unpaid dividends on the NTL Preferred Stock, as
applicable, in each case at a rate of 2% per quarter, compounded quarterly, for
the period during which the


                                  38
<PAGE>

failure to pay dividends or failure to discharge the Redemption
Obligation shall continue.

              (d) (i) Whenever in connection with any exchange or conversion of
the NTL Preferred Stock for Eurotel Stock or Common Stock, as applicable, the
Qualified Holder is required to surrender certificates representing such shares
of NTL Preferred Stock, the Qualified 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 Qualified Holder shall be deemed (as
and to the extent permitted by the law of the jurisdiction of incorporation of
Eurotel and with respect to Common Stock, Delaware) to represent, at and from
the date of such exchange, the number of shares of Eurotel Stock or the Common
Stock, as the case may be, issuable upon such exchange pursuant to paragraph (8)
or conversion pursuant to paragraph (9)

                   (ii) (A) A Qualified Holder which has previously elected to
retain certificates representing the NTL Preferred Stock in accordance with
paragraph (11)(d)(i) upon exchange or conversion may subsequently elect to
receive certificates representing the shares of Eurotel Stock or the Common
Stock issued upon such exchange or conversion. To receive certificates
representing such shares of Eurotel Stock or the Common Stock, as applicable,
the holder of such certificates shall surrender the certificates, 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 Qualified Holder or the Qualified Holder's duly authorized attorney and
an amount sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have been paid).
All certificates so surrendered shall be canceled by the Corporation or the
transfer agent.

                        (C) As promptly as practicable (but in any event within
one business day) after the surrender by the Qualified Holder of such
certificates, the Corporation shall issue and shall deliver to such Qualified
Holder, or on the Qualified Holder's written order, a certificate or
certificates (bearing the appropriate legends set forth in paragraph (11)(b))
for the number of duly authorized, validly issued, fully paid and non-assessable
shares of Eurotel Stock or Common Stock, as applicable, represented by the
certificates so surrendered.



                                  39
<PAGE>

         (12) Stockholder Rights Plan. The shares of NTL Preferred Stock shall
be entitled to the benefits of a number of rights issuable under the Rights
Agreement (a "Right") equal to the number of shares of Common Stock then
issuable upon conversion of the NTL Preferred Stock at the prevailing Conversion
Rate. Any shares of Common Stock deliverable upon conversion or redemption of a
share of NTL Preferred Stock or upon payment of a dividend shall be accompanied
by a Right."



                                       40
<PAGE>

              IN WITNESS WHEREOF, NTL Incorporated has caused this Certificate
of Designation to be signed by the undersigned this 12th day of September 2001.

                                      NTL INCORPORATED

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






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