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                                   EXHIBIT 3.5

                              UNITEDGLOBALCOM, INC.
                      CORRECTED CERTIFICATE OF DESIGNATION

                                establishing the

             Voting Powers, Designations, Preferences, Limitations,
                      Restrictions, and Relative Rights of

           7% SERIES C SENIOR CUMULATIVE CONVERTIBLE PREFERRED STOCK

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


                Pursuant to Section 103(f) and Section 151 of the
                General Corporation Law of the State of Delaware

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


     UNITEDGLOBALCOM, INC. (formerly UNITED INTERNATIONAL HOLDINGS, INC.), a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "Issuer"), does hereby certify that, pursuant to Section
103(f) of the General Corporation Law of the State of Delaware (the "DGCL"), the
Certificate of Designation filed with the Secretary of State of the State of
Delaware on July 2, 1999 requires correction as permitted by Section 103(f) of
the DGCL, and that such Certificate of Designation is hereby set forth in its
entirety in corrected form. This Corrected Certificate of Designation is being
filed to correct various inadvertent omissions related to the conversion and
redemption provisions and inconsistencies in the internal section references of
the original Certificate.

     Pursuant to authority conferred upon the Board of Directors of the Issuer
by its Second Amended and Restated Certificate of Incorporation, as amended to
date, and pursuant to the provisions of Section 151 of the DGCL, the Board of
Directors authorized the creation and issuance of the Issuer's 7% Series C
Senior Cumulative Convertible Preferred Stock (the "Preferred Stock") and
appointed a committee (the "Preferred Stock Committee") to fix the designations,
preferences and rights of such Preferred Stock, and the following resolution
fixing the designations, preferences and rights of such Preferred Stock was duly
adopted by the Preferred Stock Committee of the Board of Directors, on July 1,
1999, which resolution remains in full force and effect. Certain capitalized
terms used herein are defined in Section 9.

     RESOLVED, that pursuant to the authority expressly granted to and vested in
     the Board of Directors of the Issuer by the provisions of Second Amended
     and Restated Certificate of Incorporation, as amended from time to time
     (the "Certificate of Incorporation"), and pursuant to Section 151(g) of the
     General Corporation Laws of the State of Delaware, there be from the
     3,000,000 shares of Preferred Stock, $0.01 par value, of the Issuer,
     authorized to be issued pursuant to the Certificate of Incorporation, a
     series of Preferred Stock, consisting of 425,000 shares of 7 % Series C
     Senior Cumulative Convertible Preferred Stock (referred to herein as the
     "Preferred Stock"), having the number of shares and, to the extent that the
     designations, powers, preferences and relative and other special rights and
     the qualifications, limitations and restrictions of such Preferred Stock
     are not stated and expressed in the Certificate of Incorporation, the
     powers, preferences and relative and other special rights and the

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     qualifications, limitations and restrictions thereof, as follows:

12.  Designation and Number of Shares

                  12.1 The series will be known as the 7 % Series C Senior
Cumulative Convertible Preferred Stock.

                  12.2 The Preferred Stock will be a series consisting of
425,000 shares of the authorized but unissued preferred stock of the Issuer.

13.  Dividends

                  13.1 Holders of Preferred Stock will be entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally
available therefor, dividends on each outstanding share of Preferred Stock,
payable quarterly in arrears at a rate per annum equal to 7% of the liquidation
preference per share.

     (a) All dividends will be cumulative, whether or not earned or declared, on
a quarterly basis on March 31, June 30, September 30 and December 31 of each
year (each such date being referred to herein as a "Dividend Payment Date"),
commencing July 1, 2000. Dividends will accumulate on a day to day basis from
July 1, 2000. Each distribution in the form of a dividend shall be payable in
arrears to Holders of record as they appear on the stock books of the Issuer on
each record date as established by the Board of Directors of the Issuer (the
"Dividend Payment Record Date") not more than 60 nor less than ten days
preceding a Dividend Payment Date.

                  (i) Dividends payable on the Preferred Stock for each full
dividend period will be computed by dividing the annual dividend rate by four.
Dividends payable on the Preferred Stock for any period less than a full
dividend period will be computed on the basis of a 360-day year consisting of
twelve 30-day months.

                  (ii) The Preferred Stock will not be entitled to any dividend
whether payable in cash, property or securities, in excess of the full
cumulative dividends.

                  (iii) No interest, or sum of money in lieu of interest, will
be payable in respect of any accumulated and unpaid dividends which may be in
arrears.

     (b) Dividends, to the extent declared by the Issuer's Board of Directors
may, at the option of the Issuer, be paid in cash, by delivery of fully paid and
nonassessable shares of Common Stock, or a combination thereof. If the Issuer
elects to pay dividends in shares of Common Stock, the number of shares of
Common Stock to be distributed will be calculated by dividing such payment by
the Market Value Amount as of the Dividend Payment Record Date.

                  13.2 (a) No dividends or other distributions (other than a
dividend or distribution in Junior Securities) may be declared, made or paid or
funds set apart for payment on the Junior Securities or Parity Securities, and
no Junior Securities or any Parity Securities, including the Preferred Stock,
may be repurchased, redeemed or otherwise acquired for any consideration (or any
money paid to or made available for a sinking fund for the redemption of any
shares of any such stock) by the Issuer (except by conversion into or exchange
for Junior Securities and in the case that monies for such dividends,
distributions, redemptions, purchases, or other acquisitions are derived from
the proceeds of a substantially concurrent offering of such securities), unless
full cumulative dividends shall have been or contemporaneously are paid or
declared and a sum sufficient for the payment thereof is set apart for such
payment on all outstanding shares of Preferred Stock for all Dividend Payment
Dates on or prior to such declaration, payment, redemption, purchase or
acquisition.

     (b) Notwithstanding the foregoing, if full dividends have not been declared


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and paid or set apart on the Preferred Stock and any other Parity Securities,
dividends may be declared and paid on the Preferred Stock and such other Parity
Securities so long as the dividends are declared and paid pro rata so that the
amounts of dividends declared per share on the Preferred Stock and such other
Parity Securities will in all cases bear to each other the same ratio that
accrued and unpaid dividends per share on the shares of the Preferred Stock and
such other Parity Securities bear to each other; provided, that if such
dividends are paid in cash on the other Parity Securities, dividends will also
be paid in cash on the Preferred Stock.

     (c) (i) The Holders of shares of the Preferred Stock at the close of
business on a Dividend Payment Record Date will be entitled to receive the
dividend payment on those shares (except that Holders of shares called for
redemption or conversion on a Redemption Date or Conversion Date between the
record date and a date which is two days after the Dividend Payment Date will be
entitled to receive such dividend on such Redemption Date as indicated in
Section 5.1 hereof or such Conversion Date as indicated in Section 4 hereof, as
applicable) on the corresponding Dividend Payment Date notwithstanding the
subsequent conversion thereof or the Issuer's default in payment of the dividend
due on that Dividend Payment Date.

     (ii) Except as provided in clause (i) of this Section 2.2(c) and in Section
4.3, the Issuer shall make no payment or allowance for unpaid dividends, whether
or not in arrears, on converted shares or for dividends on the shares of Common
Stock issued upon conversion.

14.  Ranking

                  14.1 The Preferred Stock will, with respect to dividend
distributions and distributions upon the liquidation, winding up or dissolution
of the Issuer, rank:

     (a) senior to all classes of Common Stock and each other class of Capital
Stock or series of preferred stock issued by the Issuer, which is established
after the date of this Certificate of Designation, the terms of which do not
expressly provide that such class or series will rank senior to or on a parity
with the Preferred Stock as to dividend distributions and distributions upon the
liquidation, winding up or dissolution of the Issuer (collectively, with the
Common Stock, referred to as the "Junior Securities");

     (b) on a parity with the Convertible Preferred Stock, Series A, par value
$0.01 per share, and the Convertible Preferred Stock, Series B, par value $0.01
per share and any class of Capital Stock or series of preferred stock issued by
the Issuer, which is established after the date of this Certificate of
Designation by the Board of Directors, the terms of which expressly provide that
such class or series will rank on a parity with the Preferred Stock as to
dividend distributions and distributions upon the liquidation, winding up or
dissolution of the Issuer (collectively referred to as "Parity Securities"); and

     (c) subject to approval from holders of at least 66 2/3% of the outstanding
shares of Preferred Stock, junior to each class of Capital Stock or series of
preferred stock issued by the Issuer, which is established after the date of
this Certificate of Designation by the Board of Directors, the terms of which
expressly provide that such class or series will rank senior to the Preferred
Stock as to dividend distributions and distributions upon liquidation,
winding-up or dissolution of the Issuer (collectively referred to as "Senior
Securities").

                  14.2 Except as otherwise provided herein (including, without
limitation, Section 7.3 hereof), the Issuer is entitled to amend its Certificate
of Incorporation to authorize one or more additional series of preferred stock,
file certificates of designation, and issue without restriction from time to
time, any series of Junior Securities, Parity Securities, or Senior Securities.

15.  Conversion

                  15.1 (a) Each Holder of Preferred Stock shall have the right,

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at its option, at any time and from time to time to convert, subject to the
terms and provisions of this Section 4, any or all of such Holder's shares of
Preferred Stock. In such case, the shares of Preferred Stock shall be converted
into such whole number of fully paid and nonassessable shares of Common Stock as
is equal, subject to Section 4.6, to:

                  the product of the number of shares of Preferred Stock
                  being so converted multiplied by

                  the quotient of (i) the Liquidation Preference divided by
                  (ii) the Conversion Price then in effect,

except that with respect to any share which shall be called for redemption such
right shall terminate at the close of business on the second Business Day prior
to the Redemption Date unless the Issuer shall default in making the payment due
upon redemption thereof.

     (b) The conversion right of a Holder of Preferred Stock shall be exercised
by the Holder by the surrender of the certificate representing shares to be
converted to the Issuer or to the Transfer Agent accompanied by the Conversion
Notice.

                  (i) Immediately prior to the close of business on the
Conversion Date, each converting Holder of Preferred Stock shall be deemed to be
the Holder of record of Common Stock issuable upon conversion of such Holder's
Preferred Stock notwithstanding that the share register of the Issuer shall then
be closed or that certificates representing such Common Stock shall not then be
actually delivered to such person.

                  (ii) Upon notice from the Issuer, each Holder of Preferred
Stock so converted shall promptly surrender to the Issuer or the Transfer Agent
certificates representing the shares so converted (if not previously delivered),
duly endorsed in blank or accompanied by proper instruments of transfer.

                  (iii) On any Conversion Date, all rights with respect to the
shares of Preferred Stock so converted, including the rights, if any, to receive
notices, will terminate, except the rights of Holders thereof to: (1) receive
certificates for the number of shares of Common Stock into which such shares of
Preferred Stock have been converted; (2) receive the payment in cash or shares
of Common Stock of any accumulated and unpaid dividends accrued thereon pursuant
to Section 4.1 hereof; and (3) exercise the rights to which they are entitled as
Holders of Common Stock.

     (c) If the Conversion Date shall not be a Business Day, then such
conversion right shall be deemed exercised on the next Business Day.

     (d) When shares of Preferred Stock are converted pursuant to this Section
4.1, all accumulated and unpaid dividends, including dividends payable on the
Conversion Date pursuant to Section 2.2(c)(i), or liquidated damages (whether or
not in arrears or currently payable) on the Preferred Stock so converted to (and
not including) the Conversion Date shall immediately be due and payable, at the
Issuer's option:

                  (i)    in cash;

                  (ii) in the whole number of fully paid and nonassessable
shares of Common Stock equal to the quotient of (i) the amount of accumulated
and unpaid dividends payable to the Holders of Preferred Stock hereunder,
divided by (ii) the Market Value Amount for the period ending on the Conversion
Date, plus cash for any fractional shares subject to Section 11.3 hereof; or

                  (iii)  a combination thereof.

         4.2 (a) (i) The Issuer shall have the right, at its option, to convert
all (but not less than all) of the shares of Preferred Stock into shares of
Common Stock at the then Conversion Price, together with payment equal to the
sum of all accumulated but unpaid dividends or Quarterly Return Amounts (as


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defined in the Securities Account Agreement) or liquidated damages, if any,
through the conversion date (the "Issuer's Conversion Date"), if, on or after,
June 30, 2002, the Closing Price of the Common Stock has equaled or exceeded
130% of the Conversion Price for at least 20 Trading Days within any 30
consecutive Trading Days. The Issuer may effect such payment, at its option, in
cash or by delivery of fully paid nonassessable shares of Common Stock by
issuing that whole number of shares of Common Stock equal to the amount of such
payment divided by the Market Value Amount, as of the Issuer's Conversion Date
or by any combination thereof.

                  (ii) The Issuer's right to convert all of the Shares of
Preferred Stock pursuant to this Section 4.2(a) shall be exercised by the Issuer
by the delivery of the Issuer's Conversion Notice to the Holders of the
Preferred Stock on a date when the conditions described in this Section 4.2(a)
are continuing or within 10 days after the occurrence thereof.

                  (b) (i) The Issuer shall also have the right, at its option,
to convert all (but not less than all) of the shares of Preferred Stock into
shares of Common Stock at the then Conversion Price, plus accumulated and unpaid
dividends or Quarterly Return Amounts (as defined in the Securities Account
Agreement) or liquidated damages, if any, whether or not declared, to the
conversion date (the "Provisional Conversion Date"), on or after December 31,
2000 (the "Provisional Conversion"), if, on or after December 31, 2000, the
Closing Price of the Common Stock has equaled or exceeded 150% of the Conversion
Price for at least 20 Trading Days within any 30 consecutive Trading Day period.
In the event that the Issuer undertakes a Provisional Conversion, holders of
Preferred Stock to whom the Issuer shall give notice of such Provisional
Conversion, will, in addition to the shares of Common Stock which such holders
will receive pursuant to the preceding sentence, also receive a payment (the
"Additional Payment") in an amount equal to the present value of the aggregate
amount of the dividends that would thereafter have been payable on the Preferred
Stock (whether or not declared) from the Provisional Conversion Date to June 30,
2002 (the "Additional Period"). The present value shall be calculated using as
the discount rate the bond equivalent yield on U.S. Treasury notes or bills
having a term nearest in length to that of the Additional Period, calculated as
of the day immediately preceding the date on which a notice of Provisional
Conversion is mailed. The Issuer may effect the payment of accumulated and
unpaid dividends or Additional Payments or Quarterly Return Amounts (as defined
in the Securities Account Agreement) or liquidated damages, at its option, in
cash or delivery of fully paid nonassessble shares of Common Stock by issuing
that whole number of shares of Common equal to the amount of such payment
divided by the Market Value Amount as of the Provisional Conversion Date or by
any combination thereof.

                  (ii) The Issuer's right to convert all of the Shares of
Preferred Stock pursuant to this Section 4.2(b) shall be exercised by the Issuer
by the delivery of the Issuer's Conversion Notice to the Holders of the
Preferred Stock on a date when the conditions described in this Section 4.2(b)
are continuing or within 10 days after the occurrence thereof.

     (c) Notwithstanding the foregoing, the Issuer may not effect these
conversions into Common Stock at any time unless (i) such shares of Common Stock
are eligible for resale pursuant to Rule 144(k) under the Act, or (ii) a
registration statement relating to the resale of the shares of Common Stock
issuable upon such conversions is effective.

                  15.3 The Conversion Price shall be subject to adjustment if
any Conversion Price Adjustment Event described in Section 4.3(a) occurs. The
adjustment will be accomplished from time to time as described in Section
4.3(b).

     (a) In case the Issuer shall at any time or from time to time:

                  (i) make any payment of a dividend (or other distribution)
payable in shares of Common Stock to all Holders of any class of Capital Stock
of the Issuer (other than the issuance of shares of Common Stock in connection
with the payment of dividends on, redemption of or the conversion of the
Preferred Stock

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or any preferred stock pari passu to the Preferred Stock);

                  (ii) make any issuance to all Holders of shares of Common
Stock of rights, options or warrants entitling them to subscribe for or purchase
shares of Common Stock or securities convertible into or exchangeable for shares
of Common Stock at less than Market Value as of the date of conversion or
exchange; provided, however, that no adjustment shall be made with respect to
such a distribution if the Holder of shares of Preferred Stock would be entitled
to receive such rights, options or warrants upon conversion at any time of
shares of Preferred Stock into Common Stock, and provided further, that if such
rights, options or warrants are only exercisable upon the occurrence of certain
triggering events, then the Conversion Price will not be adjusted until such
triggering events occur;

                  (iii) make any subdivision, combination or reclassification of
any class of Common Stock;

                  (iv) make any distribution consisting exclusively of cash
(excluding any cash distribution upon a merger or consolidation to which Section
4.6 applies) to all Holders of shares of any class of Common Stock (which
distribution is not also being made to the holders of the Preferred Stock based
on the number of shares of Common Stock into which the Preferred Stock is then
convertible) in an aggregate amount that, combined together with (1) all other
such all-cash distributions made within the then-preceding 12-months in respect
of which no adjustment has been made and (2) any cash and the fair market value
of other consideration paid or payable in respect of any tender offer by the
Issuer or any of its Subsidiaries for shares of Common Stock concluded within
the then-preceding 12-months in respect of which no adjustment has been made,
exceeds 12.5% of the Issuer's Market Capitalization on the record date of such
distribution;

                  (v) completes a tender or exchange offer made by the Issuer or
any of its Subsidiaries for shares of any class of Common Stock that involves an
aggregate consideration that, together with (1) any cash and other consideration
payable in a tender or exchange offer by the Issuer or any of its Subsidiaries
for shares of any class of Common Stock expiring within the then-preceding
12-months in respect of which no adjustment has been made and (2) the aggregate
amount of any such all-cash distributions referred to in (iv) above to all
Holders of shares of any class of Common Stock within the then-preceding
12-months in respect of which no adjustment has been made, exceeds 12.5% of the
Issuer's Market Capitalization just prior to the expiration of such tender
offer; or

                  (vi) makes a distribution to all Holders of Common Stock
(which distribution is not also being made to the holders of the Preferred Stock
based on the number of shares of Common Stock into which the Preferred Stock is
then convertible unless the Common Stock does not share pro rata in such
distribution) consisting of evidences of indebtedness, shares of Capital Stock
other than Common Stock of the Issuer or assets (including securities, but
excluding those dividends, rights, options, warrants and distributions referred
to above).

     (b) If any Conversion Price Adjustment Event occurs, the Issuer will
calculate the adjustment to the Conversion Price as follows for each specific
event. In the following descriptions, the variables have the following
definitions:

C         equals the total number of shares of Preferred Stock outstanding at
          the time of the Conversion Price Adjustment Event;

U         equals the number of shares of Common Stock underlying rights,
          options, or warrants issued entitling the holders to subscribe for or
          purchase shares of Common Stock or securities convertible into or
          exchangeable for shares of Common Stock issued in the Conversion Price
          Adjustment Event;

X         equals the total number of shares of Common Stock outstanding
          immediately prior to the Conversion Price Adjustment Event (not
          including unexercised options, warrants, or rights);

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Y         equals the total number of shares of Common Stock outstanding
          immediately after the Conversion Price Adjustment Event (not including
          unexercised options, warrants, or rights);

Z         equals the total number of shares of Common Stock outstanding at the
          time of the Conversion Price Adjustment Event;

Cash      equals any distribution consisting exclusively of cash (excluding any
          cash distributed upon a merger or consolidation to which Section 4.6
          applies) to all Holders of shares of Common Stock in an aggregate
          amount that, combined together with (1) all other such all-cash
          distributions made within the then- preceding 12-months in respect of
          which no adjustment has been made and (2) any cash and the fair market
          value of other consideration paid or payable in respect of any tender
          offer by the Issuer or any of its Subsidiaries for shares of Common
          Stock concluded within the then-preceding 12 months in respect of
          which no adjustment has been made pursuant to Section 4.3(a)(iv);

ExP       equals the exercise or other consideration to be paid by the Holder
          upon the exercise of or conversion of "U";

MC        equals Market Capitalization;

MV        equals Market Value per share of the Common Stock as of the date of
          conversion or exchange of "U";

#Sh       equals the number of shares of Common Stock receiving the distribution
          contemplated in Section 4.3(a)(vi) or subject to the tender offer
          contemplated in Section 4.3(a)(v);

TOff      equals the aggregate consideration that, together with (1) any cash
          and other consideration payable in a tender or exchange offer by the
          Issuer or any of its Subsidiaries for shares of Common Stock expiring
          within the then-preceding 12-months in respect of which no adjustment
          has been made and (2) the aggregate amount of any such all-cash
          distributions referred to in Section 4.3(a)(iv) to all Holders of
          shares of Common Stock within the then-preceding 12-months in respect
          of which no adjustment has been made;

TOff/S    equals the tender offer price, per share;

TPur      equals the number of shares purchased in the tender offer;

Value     equals the aggregate fair market value of the distribution described
          in Section 4.3(a)(vi), as determined in good faith by the Board of
          Directors of the Issuer;

CP        equals the Conversion Price immediately prior to the Conversion Price
          Adjustment Event;

ACP       equals the Conversion Price immediately after the Conversion Price
          Adjustment Event;

                  (i) In the case of an event described in Sections 4.3(a)(i) or
4.3(a)(iii), the Conversion Price in effect immediately before such event shall
be adjusted pursuant to the following formula: X/Y multiplied by CP=ACP.6

                  (ii) In the case of an event described in section 4.3(a)(ii),
the Conversion Price in effect immediately before such event shall be adjusted
pursuant to the following formula: X/(X+U ((MV-ExP)/MV)) multiplied by CP=ACP.7
If any options, warrants, convertible securities, or other rights of the nature
described in Section 4.3(a)(ii) ("Rights") expire without exercise or
conversion, the Conversion Price will be readjusted to the Conversion Price
which would otherwise be in effect had the adjustment made upon the issuance of
such Rights had been made on the basis of delivery of only the number of shares
of Common Stock actually delivered upon the exercise or conversion of such
Rights.

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         6 For example, where X=12 million shares, and 500,000 shares are being
issued in the Conversion Price Adjustment Event (Y=12,500,000), and CP is
$32.00, the Adjusted Conversion Price (ACP) is $30.72.

         7 For example, where X=12 million shares, and U=500,000 shares, MV is
$40, ExP is $35, and CP is $32.00, the Adjusted Conversion Price (ACP) is
$31.83. If ExP is $0, the Adjusted Conversion Price (ACP) is $30.72.


                  (iii) In the case of an event described in Section 4.3(a)(iv),
the Conversion Price in effect immediately before such event shall be adjusted
pursuant to the following formula: CP-((Cash-12.5% MC)/C)=ACP.8

         There will be no adjustment to the Conversion Price pursuant to Section
         4.4(a)(iv) if (Cash-12.5% MC) is less than or equal to zero.

                  (iv) In the case of an event described in Section 4.4(a)(v),
and if the tender offer price or exchange offer price per share is greater than
Market Value, the Conversion Price in effect immediately before such event shall
be adjusted pursuant to the following formula: CP-((TPur multiplied by
(TOff/S-MV))/(#Sh- TPur))=ACP.9

         There will be no adjustment to the Conversion Price pursuant to Clause
         4.4(a)(v) if TOff/S is less than or equal to Market Value or if TPur
         multiplied by TOff/S is less than 12.5% of MC.

                  (v) In the case of an event described in Section 4.4(a)(vi),
the Conversion Price in effect immediately before such event shall be adjusted
pursuant to the following formula: CP-(Value/#Sh)=ACP.10

An adjustment made pursuant to this Section 4.3 shall become effective
retroactively: (x) in the case of a Conversion Price Adjustment Event described
in Section 4.3(a)(i), (ii), (iv), or (vi), immediately following the close of
business on the record date for the determination of Holders of Common Stock
entitled to participate in such event; or (y) in the case of a Conversion Price
Adjustment Event described in Section 4.3(a)(ii), the close of business on the
day upon

--------
         8 For example, where Cash distributed equals $20,000,000, Market
Capitaliza tion equals $100,000,000 (12.5% MC=$12,500,000), CP equals $32.00 and
there are 2,000,000 shares of Preferred Stock outstanding (C), the Adjusted
Conversion Price (ACP) is $28.25.

         9 For example, where TOff/S is $45.00 at a time when MV is $35, CP
equals $32.00, 1,000,000 shares were purchased in the tender offer (TPur), and
there were 12,000,000 shares of the class outstanding (#SH), the Adjusted
Conversion Price (ACP) is $31.09.

         10 For example, where CP is $32.00, Value equals $1,500,000, and there
were 12,000,000 shares of the class outstanding (#SH), ACP is $31.88.


which such corporate action becomes effective; or (z) in the case of a
Conversion Price Adjustment Event described in Section 4.3(a)(v), the close of
business on the day of the completion of such tender offer or exchange offer.

     (c) Notwithstanding anything herein to the contrary, no adjustment under
this Section 4.3 need be made to the Conversion Price unless such adjustment
would require an increase or decrease of at least 1% of the Conversion Price
then in effect. Any lesser adjustment shall be carried forward and shall be made
at the time, if ever, of and together with the next subsequent adjustment,
which, together with any adjustment or adjustments so carried forward, shall
amount to an increase or decrease of at least 1% of such Conversion Price.


<PAGE>

     (d) Notwithstanding anything to the contrary contained in this Certificate
of Designation, no Conversion Price adjustment will be made as a result of the
issuance of Common Stock on conversion of the Preferred Stock.

     (e) Each event requiring adjustment to the Conversion Price shall require
only a single adjustment even though more than one of the adjustment clauses set
forth in Section 4.3(a), Section 4.4 or Section 4.5, may be applicable to such
Conversion Price Adjustment Event.

     (f) If the Issuer shall fix a record date for the Holders of any class of
its Capital Stock for the purpose of entitling them to receive a dividend or
other distribution which would otherwise constitute a Conversion Price
Adjustment Event, and shall thereafter and before the distribution to
stockholders thereof legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment in the Conversion Price then in
effect shall be required by reason of the fixing of such record date.

     (g) Upon any increase or decrease in the Conversion Price, then, and in
each such case, the Issuer promptly shall deliver to each registered Holder of
Preferred Stock a certificate signed by an authorized officer of the Issuer,
setting forth in reasonable detail the event requiring the adjustment and the
method by which such adjustment was calculated and specifying the increased or
decreased Conversion Price then in effect following such adjustment.

     (h) The Issuer reserves the right to make such reductions in the Conversion
Price in addition to those required in the foregoing provisions as it considers
to be advisable in order that any event treated for Federal income tax purposes
as a dividend of stock or stock rights will not be taxable to the recipients. In
the event the Issuer elects to make such a reduction in the Conversion Price,
the Issuer will comply with the requirements of Rule 14e-1 under the 1934 Act,
and any other securities laws and regulations thereunder if and to the extent
that such laws and regulations are applicable in connection with the reduction
of the Conversion Price.

                  15.4 In the event the Issuer distributes rights or warrants
(other than those referred to in Section 4.3(a)(ii)) pro rata to all Holders of
shares of Common Stock, so long as any such rights or warrants have not expired
or been redeemed by the Issuer, the Holders of any Preferred Stock surrendered
for conversion will be entitled to receive upon such conversion, in addition to
the shares of Common Stock then issuable upon such conversion (the "Conversion
Shares"), a number of rights or warrants to be determined as follows:

     (a) if such conversion occurs on or prior to the date for the distribution
to Holders of rights or warrants of separate certificates evidencing such rights
or warrants (the "Distribution Date"), the same number of rights or warrants to
which a Holder of a number of shares of Common Stock equal to the number of
Conversion Shares is entitled at the time of such conversion in accordance with
the terms and provisions applicable to the rights or warrants, and

     (b) if such conversion occurs after such Distribution Date, the same number
of rights or warrants to which a Holder of the number of shares of Common Stock
of the Issuer into which such Preferred Stock was convertible immediately prior
to such Distribution Date would have been entitled on such Distribution Date in
accordance with the terms and provisions of and applicable to the rights or
warrants.

     In the event the Holders of the Preferred Stock are not entitled to receive
such rights or warrants pursuant to Section 4.4(a) or 4.4(b), the Conversion
Price will be subject to adjustment upon any declaration or distribution of such
rights or warrants pursuant to Section 4.3, above.

                  15.5   (a)  In case of:

                  (i) any capital reorganization or reclassification or other
change of outstanding shares of Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to par value),
or

<PAGE>


                  (ii) any consolidation or merger of the Issuer with or into
another Person (other than a consolidation or merger in which the Issuer is
the resulting or surviving Person and which does not result in any
reclassification or change of outstanding Common Stock), or

                  (iii) any sale, transfer or other conveyance to another
Person of all or substantially all of the assets of the Issuer computed on a
consolidated basis (other than the sale, transfer, assignment or distribution
of shares of Capital Stock or assets to a Subsidiary)

(any of the events described in Section 4.5(a) being referred to in this Section
4.5 as a "Transaction"), then the adjustment described in Section 4.5(b) will be
made.

     (b) Each share of Preferred Stock then outstanding shall, without the
consent of any Holder of Preferred Stock, become convertible only into the kind
and amount of shares of stock or other securities (of the Issuer or another
issuer) or property or cash receivable upon such Transaction by a Holder of the
number of shares of Common Stock into which such share of Preferred Stock could
have been converted immediately prior to such Transaction after giving effect to
any adjustment event, provided, however that the adjustments described in
Section 4.6 may apply upon the occurrence of a Change of Control.

     (c) The provisions of this Section 4.5 and any equivalent thereof in any
such certificate similarly shall apply to successive Transactions. The
provisions of this Section 4.5 shall be the sole right of Holders of Preferred
Stock in connection with any Transaction and such Holders shall have no separate
vote thereon.

                  15.6 (a) Upon a Change of Control, if the Market Value at such
   time is less than the Conversion Price, then the Conversion Price will be
subject to a temporary adjustment for a period of 60 days such that the
Conversion Price will be equal to the greater of:

                  (i) the Market Value on the date on which a Change of
Control event occurs, and

                  (ii) 66.67% of the Market Value as of June 29, 1999.

     (b) In lieu of issuing the shares of Common Stock issuable upon conversion
in the event of a Change of Control, the Issuer may, at its option, make a cash
payment equal to the greater 4.6(a)(i) and (ii) above, or any combination
thereof.

     (c) In the event of a Change of Control, notice of such Change of Control
shall be given, within five Business Days of the Change of Control Date, by the
Issuer by first-class mail to each record Holder of shares of Preferred Stock,
at such Holder's address as the same appears on the books of the Issuer. Each
such notice shall state: (i) that a Change of Control has occurred; (ii) the
last day on which the Change of Control Option may be exercised (the "Expiration
Date"); (iii) the name and address of the paying agent; and (iv) the procedures
that Holders must follow to exercise the Change of Control Option.

     (d) On or before the Expiration Date, each Holder of shares of Preferred
Stock wishing to exercise the Change of Control option shall surrender the
certificate or certificates representing the shares of Preferred Stock to be
converted, in the manner and at the place designated in the notice described in
Section 4.6(c), and on such date the cash or shares of Common Stock due to such
Holder shall be delivered to the person whose name appears on such certificate
or certificates as the owner thereof and each surrendered certificate shall be
returned to authorized but unissued shares. Upon surrender (in accordance with
the notice described in Section 4.6(c)) of the certificate or certificates
representing any shares to be so converted (properly endorsed or assigned for
transfer, if the Issuer shall so require and the notice shall so state), such
shares shall be converted by the Issuer at the Conversion Price as adjusted.

     (e) The foregoing provisions are not waivable by the Issuer.

<PAGE>

                  15.7 In the case of any distribution by the Issuer to its
stockholders of substantially all of its assets, each Holder of Preferred Stock
will participate pro rata in such distribution based on the number of shares of
Common Stock into which such Holders' shares of Preferred Stock would have been
convertible immediately prior to such distribution, unless the amount of such
distribution would result in a payment less than the Liquidation Preference, in
which case the Liquidation Preference shall be paid.

                  15.8 If, as a result of any Conversion Price Adjustment Event,
a Holder of the Preferred Stock becomes entitled to receive upon conversion
shares of two or more classes of Capital Stock, the Issuer shall determine the
reasonable allocation of the adjusted Conversion Price between the classes of
Capital Stock. After such allocation, the Conversion Price of each class of
Capital Stock shall thereafter be subject to adjustment on terms applicable to
the Preferred Stock in this Section 4.

                  15.9 The Issuer shall at all times reserve and keep available
for issuance upon the conversion of the Preferred Stock, such number of its
authorized but unissued shares of Common Stock as will from time to time be
sufficient to permit the conversion of all outstanding shares of Preferred
Stock, and shall take all action required to increase the authorized number of
shares of Common Stock if at any time there shall be insufficient authorized
unissued shares of Common Stock to permit such reservation or to permit the
conversion of all outstanding shares of Preferred Stock.

                  15.10 The issuance or delivery of certificates for Common
Stock upon the conversion of shares of Preferred Stock shall be made without
charge to the converting Holder of shares of Preferred Stock for such
certificates or for any tax in respect of the issuance or delivery of such
certificates or the securities represented thereby, and such certificates shall
be issued or delivered in the respective names of, or in such names as may be
directed by, the Holders of the shares of Preferred Stock converted; provided,
however, that the Issuer shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificate in a name other than that of the Holder of the shares of
Preferred Stock converted, and the Issuer shall not be required to issue or
deliver such certificate unless or until the Person or Persons requesting the
issuance or delivery thereof shall have paid to the Issuer the amount of such
tax or shall have established to the reasonable satisfaction of the Issuer that
such tax has been paid.

16.      Optional Redemption of Preferred Stock

     16.1 (a) Shares of the Preferred Stock will not be redeemable prior to June
30, 2002.

     (b) On or after June 30, 2002, the Preferred Stock may be redeemed, in
whole or in part, at the option of the Issuer, in cash, by delivery of fully
paid and nonassessable shares of Common Stock or a combination thereof, upon
Redemption Notice given not less than 20 days nor more than 60 days prior to the
Redemption Date, during the 12-month periods commencing on June 30 of the years
indicated below, at the following Redemption Prices per share, plus in each case
all accumulated and unpaid dividends to the Redemption Date:

<TABLE>
<CAPTION>

                                                                  Redemption
Year                                                            Price Per Share
----                                                            ----------------
<S>                                                             <C>
2002   .........................................................    $1040.00
2003   .........................................................    $1030.00
2004   .........................................................    $1020.00
2005   .........................................................    $1010.00
2006 and thereafter   ..........................................    $1000.00
</TABLE>

     (c) In the event that fewer than all the outstanding shares of the
Preferred Stock are to be redeemed, the shares to be redeemed will be determined
pro rata or by lot.

<PAGE>

     (d) If the Issuer elects to pay the Redemption Price in shares of Common
Stock, the number of shares of Common Stock to be distributed will be calculated
by dividing the aggregate Redemption Price payable to any Holder by the Market
Value Amount as of the Redemption Notice Date.

     (e) From and after the applicable Redemption Date (unless the Issuer shall
be in default of payment of the Redemption Price), dividends on the shares of
the Preferred Stock to be redeemed on such Redemption Date shall cease to
accumulate, such shares shall no longer be deemed to be outstanding, and all
rights of the Holders thereof as stockholders of the Issuer (except the right to
receive the Redemption Price and accumulated dividend amounts and liquidation
penalties, if any through the Redemption Date) will cease.

                  16.2 If any dividends on the Preferred Stock are in arrears,
no shares of the Preferred Stock will be redeemed unless all dividends in
arrears are paid or all outstanding shares of the Preferred Stock are
simultaneously redeemed.

                  16.3 In the event the Issuer shall elect to redeem shares of
the Preferred Stock pursuant to Section 5.1 hereof, the Issuer must provide the
Holders with the Redemption Notice as described in Section 5.1(b), and

     (a) (i) On or before any Redemption Date, each Holder of shares of
Preferred Stock to be redeemed shall surrender the certificate or certificates
representing such shares of Preferred Stock (properly endorsed or assigned, or
transferred, if the Issuer shall so require and the Redemption Notice shall so
state) to the Issuer or the Redemption Agent (if appointed) in the manner and at
the place designated in the Redemption Notice.

                  (ii) On the Redemption Date, the Issuer or the Redemption
Agent, as applicable, shall pay or deliver to the Holder whose name appears
on such certificate or certificates as the owner thereof, the full Redemption
Price due such Holder in cash, in fully paid and nonassessable shares of
Common Stock or in a combination thereof.

                  (iii) The shares represented by each certificate to be
surrendered shall be automatically (and without any further action of the
Issuer or the Holder) canceled as of the Redemption Date whether or not
certificates for such shares are returned to the Issuer and returned to
authorized but unissued shares of preferred stock of no series.

                  (iv) If fewer than all the shares represented by any such
certificate are to be redeemed, a new certificate shall be issued
representing the unredeemed shares, without cost to the Holder, together with
the amount of cash, if any, in lieu of fractional shares.

     (b) If a Redemption Notice shall have been given as provided in Section
5.1, all rights of the Holders thereof as stockholders of the Issuer with
respect to shares so called for redemption (except for the right to receive from
the Issuer the Redemption Price) shall cease either (i) from and after the
Redemption Date (unless the Issuer shall default in the payment of the
Redemption Price, in which case such rights shall not terminate at the
Redemption Date) or (ii) if the Issuer shall so elect and state in the
Redemption Notice, from and after the time and date (which date shall be the
Redemption Date or an earlier date not less than 20 days after the date of
mailing of the Redemption Notice) on which the Issuer shall irrevocably deposit
in trust for the Holders of the shares to be redeemed with a designated
Redemption Agent as paying agent sufficient to pay at the office of such paying
agent, on the Redemption Date, the Redemption Price. Any money or shares of
Common Stock so deposited with such Redemption Agent which shall not be required
for such redemption shall be returned to the Issuer forthwith. Subject to
applicable escheat laws, any moneys or shares of Common Stock so set aside by
the Issuer and unclaimed at the end of one year from the Redemption Date shall
revert to the general funds of the Issuer, after which reversion the Holders of
such shares so called for redemption shall look only to the general funds of the

<PAGE>


Issuer for the payment of the Redemption Price without interest. Any interest
accrued on funds held by the Redemption Agent shall be paid to the Issuer from
time to time.

     (c) In the event that fewer than all the outstanding shares of the
Preferred Stock are to be redeemed, the shares to be redeemed shall be
determined pro rata or by lot, as determined by the Issuer, except that the
Issuer may redeem such shares held by any Holder of fewer than 100 shares (or
shares held by Holders who would hold fewer than 100 shares as a result of such
redemption), as may be determined by the Issuer.

17.      Liquidation Preference

                  17.1 Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Issuer, Holders of the Preferred Stock will be
entitled to be paid, out of assets of the Issuer available for distribution the
Liquidation Preference per share plus an amount in cash equal to all accumulated
and unpaid dividends thereon to the date fixed for liquidation, dissolution or
winding up (including an amount equal to a prorated dividend for the period from
the last dividend payment date to the date fixed for liquidation, dissolution or
winding up), before any distribution is made on any Junior Securities,
including, without limitation, the Common Stock.

                  17.2 If, upon any voluntary liquidation, dissolution or
winding-up of the Issuer, the amounts payable with respect to the liquidation
performance of the Preferred Stock and all other Parity Securities are not paid
in full, the Holders of the Preferred Stock and the Parity Securities will share
pro rata in proportion to the full distribution to which each is entitled.

                  17.3 After payment of the full amount of the Liquidation
Preference to which they are entitled, the Holders of shares of the Preferred
Stock will have no right or claim to any of the remaining assets of the Issuer.

                  17.4 Neither the sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property or business of the Issuer (other than in
connection with the winding up of its business), nor the merger or consolidation
of the Issuer with or into any other corporation, will be deemed to be a
dissolution, liquidation, or winding up, voluntary or involuntary, of the
Issuer.

18.      Voting Rights

                  18.1 Holders of the Preferred Stock have no voting rights with
respect to general corporate matters except as provided by law or as set forth
herein.

                  18.2 (a) If dividends or Quarterly Return Amounts (as defined
in the Securities Account Agreement) payable on the Preferred Stock are in
arrears and unpaid for six quarterly periods, the Holders of the Preferred Stock
voting separately as a class with the shares of any other preferred stock or
preference securities having similar voting rights (the "Voting Rights Class")
will be entitled at the next regular or special meeting of stockholders of the
Issuer to elect two directors of the Issuer to fill newly created directorships.

     (b) Such voting rights may be exercised at a special meeting of the holders
of the shares of the Voting Rights Class, called as hereinafter provided, or at
any annual meeting of stockholders held for the purpose of electing directors,
and thereafter at each such annual meeting until such time as all dividends in
arrears on the shares of Preferred Stock shall have been paid in full, at which
time or times such voting rights and the term of the directors elected pursuant
to Section 7.2(a) shall terminate.

     (c) At any time when such voting rights shall have vested in holders of
shares of the Voting Rights Class described in Section 7.2(a), a proper officer
of the Issuer may call, and, upon the written request of the record holders of
shares representing twenty-five percent (25%) of the voting power of the shares
then outstanding of the Voting Rights Class, addressed to the Secretary of the

<PAGE>


Issuer, shall call a special meeting of the holders of shares of the Voting
Rights Class. Such meeting shall be held at the earliest practicable date upon
the notice required for annual meetings of stockholders at the place for holding
annual meetings of stockholders of the Issuer, or, if none, at a place
designated by the Board of Directors. Notwithstanding the provisions of this
Section 7.2(c), no such special meeting shall be called during a period within
the 60 days immediately preceding the date fixed for the next annual meeting of
stockholders, in which such case the election of directors pursuant to Section
7.2(a) shall be held at such annual meeting of stockholders.

     (d) At any meeting held for the purpose of electing directors at which the
holders of the Voting Rights Class shall have the right to elect directors as
provided herein, the presence in person or by proxy of the holders of shares
representing more than fifty percent (50%) in voting power of the then
outstanding shares of the Voting Rights Class shall be required and shall be
sufficient to constitute a quorum of such class for the election of directors by
such class.

     (e) Any director elected pursuant to the voting rights created under this
Section 7.2 shall hold office until the next annual meeting of stockholders
(unless such term has previously terminated pursuant to Section 7.2(b)) and any
vacancy in respect of any such director shall be filled only by vote of the
remaining director so elected by holders of the Voting Rights Class, or if there
be no such remaining director, by the holders of shares of the Voting Rights
Class at a special meeting called in accordance with the procedures set forth in
this Section 7.2, or, if no such special meeting is called, at the next annual
meeting of stockholders. Upon any termination of such voting rights, the term of
office of all directors elected pursuant to this Section 7 shall terminate.

                  18.3 The affirmative vote or consent of the Holders of at
least 66- 2/3% of the outstanding Preferred Stock will be required for:

     (a) the issuance of any class of Senior Securities (or security convertible
into Senior Securities or evidencing a right to purchase any shares or any class
or series of Senior Securities), and

     (b) amendments to the Issuer's Certificate of Incorporation that would
affect adversely the rights of Holders of the Preferred Stock, including,
without limitation,

     (i) any increase in the authorized number of shares of all series of
preferred stock in excess of 3,000,000 shares and

     (ii) the issuance of any shares of Preferred Stock in excess of the number
of shares of such stock authorized in this Certificate of Designation as of the
date of the original issuance of the Preferred Stock.

     (c) In all such cases each share of Preferred Stock shall be entitled to
one vote.

                  18.4 Except as set forth in this Certificate of Designation,
the creation, authorization or issuance of any shares of Junior Securities or
Parity Securities or an increase or decrease in the amount of authorized Capital
Stock of any class, including any preferred stock, shall not require the consent
of the Holders of the Preferred Stock and shall not be deemed to affect
adversely the rights, preferences, privileges or voting rights of Holders of
shares of the Preferred Stock.

19.      Amendment, Supplement and Waiver

                  19.1 Without the consent of any Holder of the Preferred Stock,
subject to the requirements of the Delaware General Corporation Law, the Issuer
may amend or supplement this Certificate of Designation to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Preferred Stock in
addition to or in place of certificated Preferred Stock, to provide for the
assumption of the Issuer's obligations to Holders of the Preferred Stock in the
case of a merger or consolidation, to make any change that would provide any

<PAGE>


additional rights or benefits to the Holders of the Preferred Stock or that does
not adversely affect the legal rights under this Certificate of Designation of
any such Holder.

20.      Certain Definitions

         Set forth below are certain defined terms used in this Certificate of
Designation.

                  20.1 "Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations thereunder.

                  20.2 "Affiliate" of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as used with
respect to any person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
person, whether through the ownership of voting securities, by agreement of or
otherwise.

                  20.3 "Business Day" means any day other than a Legal
Holiday.

                  20.4 "Capital Stock" means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock or partnership or membership interests, whether common or preferred.

                  20.5 "Closing Price" for each day shall be the last sales
price or in case no such reported sales take place on such day, the average of
the last reported bid and asked price, in either case on the principal U.S.
national securities exchange on which the shares of Common Stock are admitted to
trading or listed, or if not listed or admitted to trading on such exchange, the
representative closing bid price as reported by the Nasdaq National Market, or
if the Nasdaq National Market is no longer reporting such information, or if not
so available, the fair market price as determined, in good faith, by our Board
of Directors.

                  20.6 "Change of Control" means: (a) the sale, lease, transfer,
conveyance or other disposition of all or substantially all of the assets of the
Issuer to any "person" or "group" (within the meaning of Sections 13(d)(3) and
14(d)(2) of the Exchange Act or any successor provision to either of the
foregoing, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) other than Existing Shareholders (except in connection with a
liquidation or dissolution of the Issuer that does not constitute a Change of
Control under clause (b) below), (b) the approval by the requisite shareholders
of the Issuer of a plan of liquidation or statutory dissolution (which shall not
be construed to include a plan or merger or consolidation) of the Issuer, unless
Existing Shareholders "beneficially own" (as defined in Rule 13d-3 under the
Exchange Act) at least the same percentage of voting power after the
consummation of such plan as before or otherwise retain the right or ability, by
voting power, to control the Person that acquire the proceeds of such
liquidation or dissolution, (c) any "person" or "group" (within a meaning of
Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any successor provision to
either of the foregoing, including any group acting for the purpose of
acquiring, holding or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than Existing Shareholders, becomes
the "beneficial owner" (as so defined) of more than thirty-five percent (35%) of
the total voting power of all classes of the Voting Stock of the Issuer or a
successor and/or warrants or options to acquire such Voting Stock, calculated on
a fully diluted basis, provided that Existing Shareholders "beneficially own"
(as so defined) in the aggregate a percentage of such Voting Stock or warrants
having a lesser percentage of voting power than such other "person" or "group"
and do not have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the Issuer's Board of Directors,
or (d) during any period of two consecutive years, individuals who at the
beginning of

<PAGE>


such period constituted the Issuer's Board of Directors (together with any new
directors whose nomination for election or appointment by such board or whose
election by the stockholders of the Issuer was approved by a vote of the
Existing Shareholders or a majority of the directors then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Issuer's Board of Directors then in office.
Notwithstanding clause (c) above, (i) the acquisition by a Qualified Investor of
forty-nine percent (49%) or less of the Voting Stock of the Issuer shall not
constitute a Change of Control, and (ii) a merger or consolidation that would
otherwise constitute a Change of Control hereunder shall not constitute a Change
of Control if at least ninety percent (90%) of the consideration consists of
common stock that is, or upon issuance, will be traded on a United States
national securities exchange or quoted on the Nasdaq National Market.

                  20.7 "Common Stock" means the Issuer's authorized $.01 par
value Class A Common Stock.

                  20.8 The "Conversion Date" shall be: (i) in the case of a
conversion pursuant to Section 4.1, the date the Issuer or the Transfer Agent
receives the Conversion Notice, or (ii) in the case of a conversion pursuant to
Section 4.2, the date of the Issuer's Conversion Notice.

                  20.9 The "Conversion Notice" is written notice from the Holder
to the Issuer stating that the Holder elects to convert all or a portion of the
shares of Preferred Stock represented by certificates delivered to the Issuer or
the Transfer Agent contemporaneously. The Conversion Notice will specify or
include:

                  (i) The number of shares of Preferred Stock being converted
by the Holder,

                  (ii) The name or names (with address and taxpayer
identification number) in which a certificate or certificates for shares of
Common Stock are to be issued,

                  (iii) A written instrument or instruments of transfer in
form reasonably satisfactory to the Issuer or the Transfer Agent, duly
executed by the Holder or its duly authorized legal representative, or in
blank, and

                  (iv) Transfer tax stamps or funds thereof, if required
pursuant to Section 4.10.

                  20.10 The "Conversion Price" shall initially be $84.30,
subject to adjustments as set forth in Section 4.3.

                  20.11 "Conversion Price Adjustment Events" are any of those
events specified in Section 4.3(a).

                  20.12 "Dividend Payment Date" is as defined in Section 2.1,
above.

                  20.13 "Dividend Payment Record Date" is as defined in
Section 2.1, above.

                  20.14 "Equity Interests" means Capital Stock and all
warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).

                  20.15 "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  20.16 "Existing Shareholders" means Albert M. Carollo,
Lawrence F. DeGeorge, Lawrence J. DeGeorge, Curtis Rochelle, Marian Rochelle,
Rochelle Investments, Ltd. (so long as it is controlled by Curtis or Marian
Rochelle), Gene W. Schneider, G. Schneider Holdings, Co. and The Gene W.
Schneider Family Trust (so long as each is controlled by Gene W. Schneider or
trustees appointed by him), Janet S. Schneider and Mark L. Schneider, Apollo
Cable Partners, L.P. and Apollo Advisors L.P. (collectively, the
"Principals") and with respect to any Principal means:

<PAGE>

                         (a)  any controlling stockholder or 80% (or more) owned
subsidiary of such Principal, or with respect to each individual Principal, (1)
family partnerships, corporations or other entities holding our equity
interests, the transferee(s) or the surviving entities or entities solely for
the benefit of such Principal or any of the Persons listed in (2) through (5)
below, (2) such Principal's spouse, (3) such Principal's children,
grandchildren, stepchildren, step grandchildren and their spouses, (4) heirs,
legatees and divisees, and (5) trusts primarily for the benefit of any of the
foregoing; or

                         (b) any trust corporation, partnership or other
entity, the beneficiaries, stockholders, partners, owners or Persons
beneficially holding an 80% (or more) controlling interest of which consist
of such Principal and/or such other persons referred to in the immediately
preceding clause (a).

                  20.17 "Holder" means a Person in whose name shares of
Capital Stock is registered.

                  20.18 "Issuer" means UnitedGlobalCom, Inc., a Delaware
corporation.

                  20.19 The "Issuer's Conversion Notice" is written notice
from the Issuer to the Holders of the Preferred Stock stating that the Issuer
elects to convert all of the shares of Preferred Stock. The Issuer's
Conversion Notice will specify and include:

                  (i) The date of such conversion (which date shall also be
the date of the Issuer's Conversion Notice); provided that in the case of a
conversion pursuant to Section 4.2(a), the date of the conversion shall be
the Issuer's Conversion Date; and provided further that in the case of a
conversion pursuant to Section 4.2(b), the date of the conversion shall be
the Provisional Conversion Date;

                  (ii) The Closing Price of the Common Stock as of the date
of the Issuer's Conversion Notice;

                  (iii) A statement that the Issuer is exercising its right
to cause the mandatory conversion of the Preferred Stock and a description of
the provisions of this Certificate of Designation conferring such right on
the Issuer;

                  (iv) A brief summary of any transfer restrictions on the
shares of Common Stock issuable upon conversion;

                  (v) The approximate date and manner upon which shares of
Common Stock will be made available;

                  (vi) The Conversion Price as of the date of the Issuer's
Conversion Notice;

                  (vii) The amount of accumulated but unpaid dividends,
liquidated damages and Quarterly Return Amounts (as defined in the Securities
Account Agreement), if any; and

                  (viii) A statement that unless the Issuer defaults in the
delivery of the shares of Common Stock into which the Preferred Stock has been
converted, Holders' rights as Prefered Stockholders shall cease as of the date
of the notice and Holders shall thereafter have all rights as other Holders of
Common Stock.

                  20.20       "Junior Security" is as defined in Section 3.1.

                  20.21 "Legal Holiday" means a Saturday, a Sunday or a day on
which banking institutions in the City of New York or at a place payment is to
be received are authorized by law, regulation or executive order to remain
closed. If a payment date is Legal Holiday at a place of payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.


<PAGE>


                  20.22       "Liquidation Preference" means $1,000 per share of
Preferred Stock.

                  20.23 "Market Capitalization" means the product of the then-
current market price times the total number of shares of Common Stock then
outstanding.

                  20.24 "Market Value" means, as of any date, the average of the
daily Closing Price for the five consecutive Trading Days ending on such date.

                  20.25 "Market Value Amount" means (i) 97% of the Market Value
of the Common Stock, if a shelf registration statement registering the resale of
such shares is effective or the shares of Common Stock are eligible for resale
pursuant to Rule 144(k) under the Act, or (ii) 93% of the Market Value of the
Common Stock, in each case determined as of the date of such notice.

                  20.26   "Notice Date" means the tenth day prior to a Deposit
Payment Date.

                  20.27   "Parity Security" is as defined in Section 3.1.

                  20.28 "Person" means any individual, corporation,
partnership, joint venture, association, joint-stock issuer, interest, trust
or unincorporated organization (including any subdivision or ongoing business
of any such entity or substantially all of the assets of any such entity,
subdivision or business).

                  20.29 "Preferred Stock" means the Preferred Stock
authorized in this Certificate of Designation.

                  20.30 "Qualified Investor" means an investor approved by
the Board of Directors of the Issuer, which has debt securities rated by a
nationally recognized statistical rating organization in one of its four
highest generic rating categories and either (i) is in the telecommunications
industry or (ii) engages in a business which will benefit from strategic
synergies from an investment in the Issuer.

                  20.31 "Redemption Agent" means that Person, if any,
appointed by the Issuer to hold funds deposited by the Issuer in trust to pay
to the Holders of shares to be redeemed.

                  20.32 "Redemption Date" means that certain date set forth
in the Redemption Notice on which date the redemption of the Preferred Stock
is completed.

                  20.33 "Redemption Notice" means that notice to be given by
the Issuer to the Holders notifying the Holders as to the redemption, in
whole or in part, of the Preferred Stock pursuant to Section 5 hereof. The
Redemption Notice shall include the following information: (i) the Redemption
Date and the time of day on such date; (ii) the total number of shares of
Preferred Stock to be redeemed and, if fewer than all the shares held by such
Holder are to be redeemed, the number of such shares to be redeemed from such
Holder; (iii) the Redemption Price (whether to be paid in cash or shares of
Common Stock); (iv) the place or places where certificates for such shares
are to be surrendered for payment of the Redemption Price and delivery of
certificates representing shares of Common Stock (if the Issuer so chooses);
(v) that dividends on the shares to be redeemed will cease to accrue on such
Redemption Date unless the Issuer defaults in the payment of the Redemption
Price; and (vi) the name of any bank or trust company, if any, performing the
duties of Redemption Agent. Redemption Notice shall be given by first-class
mail to each record Holder of the shares to be redeemed, at such holder's
address as the same appears on the books of the Issuer.

                  20.34 "Redemption Notice Date" means the date the
Redemption Notice is first mailed or delivered to any Holder.

                  20.35 "Redemption Price" means that price established for
redemption of the Preferred Stock established in Section 5.1(b) hereof.



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                  20.36 "Securities Account" means the account created
pursuant to the Securities Account Agreement.

                  20.37 "Securities Account Agreement" means the Securities
Account Agreement dated July 6, 1999 between the Issuer and Firstar Bank of
Minnesota, N.A., as deposit agent.

                  20.38 "Senior Securities" is as defined in Section 3.1.

                  20.39 "Subsidiary" means, with respect to any person, any
corporation, association or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such person or one or more of the other Subsidiaries of such
person or a combination thereof.

                  20.40 The "Transfer Agent" shall be as established pursuant
to Section 10 hereof.

                  20.41 "Trading Day" shall mean any business day on which
the Nasdaq national Market (or any U.S. national securities exchange or
quotation system on which the Common Stock is then listed) is open for the
transaction of business.

                  20.42 "Voting Stock" means with respect to any Person,
Capital Stock of any class or kind ordinarily having the power to vote for
the election of directors, managers or other voting members of the governing
body of such Person.

21.      Transfer Agent and Registrar

         The duly appointed Transfer Agent and registrar for the Preferred Stock
shall be Firstar Bank of Minnesota, N.A.. The Issuer may, in its sole
discretion, remove the Transfer Agent in accordance with the agreement between
the Issuer and the Transfer Agent; provided that the Issuer shall appoint a
successor transfer agent who shall accept such appointment prior to the
effectiveness of such removal.

22.      Other Provisions

                  22.1 With respect to any notice to a Holder of shares of the
Preferred Stock required to be provided hereunder, neither failure to mail such
notice, 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 referred to in such notice with respect to the other Holders or
affect the legality or validity of any distribution, rights, warrant,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up, or the vote upon any such action. Any notice which
was mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Holder receives the notice.

                  22.2 Shares of Preferred Stock issued and reacquired will be
retired and canceled promptly after reacquisition thereof and, upon compliance
with the applicable requirements of Delaware law, have the status of authorized
but unissued shares of preferred stock of the Issuer undesignated as to series
and may with any and all other authorized but unissued shares of preferred stock
of the Issuer be designated or redesignated and issued or reissued, as the case
may be, as part of any series of preferred stock of the Issuer except that any
issuance or reissuance of shares of Preferred Stock must be in compliance with
this Certificate of Designation.

                  22.3 In the Issuer's discretion, no fractional shares of
Common Stock or securities representing fractional shares of Common Stock will
be issued upon conversion, redemption, or as dividends payable in the Preferred
Stock. Any fractional interest in a share of Common Stock resulting from
conversion, redemption, or dividend payment will be paid in cash based on the
last reported sale price of the Common Stock on the Nasdaq National Market (or
any national securities exchange or authorized quotation system on which the

<PAGE>


Common Stock is then listed) at the close of business on the Trading Day next
preceding the date of conversion or such later time as the Issuer is legally and
contractually able to pay for such fractional shares.

                  22.4   The shares of Preferred Stock shall be issuable in
whole shares.

                  22.5 All notices periods referred to herein shall commence on
the date of the mailing of the applicable notice.

                  22.6 Until registered under the Securities Act of 1933, as
amended, or the expiration of the holding period with respect to such shares of
Preferred Stock set forth in clause (k) of Rule 144 promulgated under the
Securities Act, each stock certificate for the Preferred Stock shall bear the
legend in substantially the following form (unless otherwise agreed to by the
Issuer and the holder thereof):

THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS SET FORTH
BELOW. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

         (1) REPRESENTS THAT, IN CONNECTION WITH EXEMPT RESALES
         OF THE DEPOSITARY SHARES BY DONALDSON, LUFKIN &
         JENRETTE SECURITIES CORPORATION, GOLDMAN, SACHS & CO.,
         CREDIT SUISSE FIRST BOSTON CORPORATION AND SALOMON
         SMITH BARNEY, INC. (THE "INITIAL PURCHASERS"), IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
         UNDER THE SECURITIES ACT) (A "QIB");

         (2) AGREES THAT, IN CONNECTION WITH RESALES AND TRANSFERS OF THIS
         SECURITY OTHER THAN EXEMPT RESALES OF THE DEPOSITARY SHARES BY THE
         INITIAL PURCHASERS, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
         SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) IN A
         TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
         ACT, (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
         COUNSEL ACCEPTABLE TO THE COMPANY), OR (D) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT AND, IN ADDITION, IN THE CASE OF RESALES OF
         DEPOSITARY SHARES OR PREFERRED STOCK, (A) TO A PERSON WHOM THE SELLER
         REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
         ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
         OR (B) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
         OR 904 OF REGULATION S UNDER THE SECURITIES ACT IN EACH CASE, IN
         ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
         UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR
         AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
         OF THIS LEGEND.

         AS USED HEREIN, THE TERM "OFFSHORE TRANSACTION" HAS THE MEANING GIVEN
         TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.

                  IN WITNESS WHEREOF, UNITEDGLOBALCOM, INC. caused this
Corrected Certificate to be signed this 22nd day of December, 1999.

                               UNITEDGLOBALCOM, INC.

                               By:    /s/ Ellen P. Spangler

                               Name:  Ellen P. Spangler
                               Title: Senior Vice President and Secretary