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                                   EXHIBIT 3.6

                              UNITEDGLOBALCOM, INC.
                      CORRECTED CERTIFICATE OF DESIGNATION

                                establishing the

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

            7% SERIES D 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., 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 December 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 D
Senior Cumulative Convertible Preferred Stock (the


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"Preferred Stock") and appointed a 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 such committee of the Board of Directors on December 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 287,500 shares of 7 % Series D
     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
     qualifications, limitations and restrictions thereof, as follows:

1.   Designation and Number of Shares

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

     1.2 The Preferred Stock will be a series consisting of 287,500 shares of
the authorized but unissued preferred stock of the Issuer.

2.   Dividends

     2.1 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

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(each such date being referred to herein as a "Dividend Payment Date"),
commencing December 31, 2000. Dividends will accumulate on a day to day basis
from October 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
dividends, 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.

                  2.2 (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
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

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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.

3.   Ranking

                  3.1 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, the Convertible Preferred Stock, Series B, par value $0.01 per
share, the Convertible Preferred Stock, Series C, 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

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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").

                  3.2 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.

4.   Conversion

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


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                  (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) (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, plus the Issuer must pay an amount
equal to the sum of all accumulated but unpaid dividends or unpaid Quarterly
Return Amounts (as defined in the Securities Account Agreement with respect to
Quarterly Return Amounts to be made after December 31, 1999, and with respect to
any such Quarterly Return Amounts due on December 31, 1999, the amount thereof
appropriately prorated to account for the Preferred Stock having been issued on
December 7, 1999), if any, through the conversion date (the "Issuer's Conversion
Date"), if, on or after December 31, 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 ending within 5 days of the date on
which notice of the exercise of the conversion option is given. 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.


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                  (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.

     (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 the Issuer must pay an amount equal to
the sum of all accumulated but unpaid dividends or unpaid Quarterly Return
Amounts (as defined in the Securities Account Agreement with respect to
Quarterly Return Amounts to be made after December 31, 1999, and with respect to
any such Quarterly Return Amounts due on December 31, 1999, the amount thereof
appropriately prorated to account for the Preferred Stock having been issued on
December 7, 1999), if any, whether or not declared, to the conversion date (the
"Provisional Conversion Date"), on or after June 30, 2001 (the "Provisional
Conversion"), if 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 (which 30 consecutive Trading Day period shall
end no earlier than June 30, 2001) ending within 5 days of the date on which
notice of the exercise of the conversion option is given. 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 December 31, 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 unpaid Quarterly Return Amounts (as defined in the Securities Account
Agreement with respect to Quarterly Return Amounts to be made after December 31,
1999, and with respect to any such Quarterly Return Amounts due on December 31,
1999, the amount thereof appropriately prorated to account for the Preferred
Stock having been issued on December 7, 1999) or Additional Payments, at its
option, in cash or delivery of fully paid nonassessble 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 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.

                  4.3 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).

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     (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
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


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     (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);

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;

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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.1

     (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.2
If any options, warrants, convertible securities, or other rights of the nature
described in Section 4.3(a)(ii) ("Rights") expire without

--------
         1 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.

         2 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.

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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.

     (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.3

         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.4

         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.5

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

--------
         3 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.

         4 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.

         5 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.

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Adjustment Event described in Section 4.3(a)(ii), the close of business on the
day upon 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.

     (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.


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                  4.4 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.

                  4.5      (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

                  (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
4.6 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

                                       13


<PAGE>


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.

                  4.6 (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 December 2, 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.


                                       14


<PAGE>


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

                  4.7 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.

                  4.8 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.

                  4.9 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.

                  4.10 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.

5.       Optional Redemption of Preferred Stock

     5.1 (a) Shares of the Preferred Stock will not be redeemable prior to
December 31, 2002.

                                       15


<PAGE>


     (b) On or after December 31, 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 December 31 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.

     (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 (but for purposes of this redemption the period used in calculating
a Market Value shall mean the ten consecutive Trading Days ending two days
before the Redemption Date) 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.

                  5.2 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.

                  5.3 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


                                       16


<PAGE>


     (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
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

                                       17

<PAGE>



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.

6.       Liquidation Preference

                  6.1 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.

                  6.2 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.

                  6.3 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.

                  6.4 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.

7.       Voting Rights

                  7.1 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.

                  7.2 (a) If dividends or Quarterly Return Amounts (as defined
in the Securities Account Agreement with respect to Quarterly Return Amounts to
be made after December 31, 1999, and with respect to any such Quarterly Return
Amounts due on December 31, 1999, the amount thereof appropriately prorated to
account for the Preferred Stock having been issued on December 7, 1999) 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.


                                       18

<PAGE>


     (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
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.

                  7.3 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

                                       19


<PAGE>



     (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.

                  7.4 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.

8.       Amendment, Supplement and Waiver

                  8.1 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
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.

9.       Certain Definitions

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

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

                  9.2 "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

                                       20


<PAGE>


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.

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

                  9.4 "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.

                  9.5 "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 Stock
Market, or if the Nasdaq National Stock 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.

                  9.6 "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 such period constituted the Issuer's Board of Directors (together
with any new directors whose nomination for election or appointment by


                                       21


<PAGE>


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
Stock Market.

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

                  9.8 The "Conversion Date" shall be (i) in 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.

                  9.9 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.

                  9.10     The "Conversion Price" shall initially be $63.79,
subject to adjustments as set forth in Section 4.3.

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

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

                                       22


<PAGE>



     9.14 "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).

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

     9.16 "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 (collectively, the "Principals") and
with respect to any Principal means:

     (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 devisees, 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).

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

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

     9.19 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;


                                       23


<PAGE>


     (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 and Quarterly Return
Amounts (as defined in the Securities Account Agreement with respect to
Quarterly Return Amounts to be made after December 31, 1999, and with respect to
any such Quarterly Return Amounts due on December 31, 1999, the amount thereof
appropriately prorated to account for the Preferred Stock having been issued on
December 7, 1999), 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 Preferred Stockholders shall cease as of the date of the
notice and Holders shall thereafter have all rights as other Holders of Common
Stock.

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

     9.21 "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.

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

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

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


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     9.25 "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 other registration statement covering the sale of such shares
has become 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.

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

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

     9.28 "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).

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

     9.30 "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.

     9.31 "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.

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

     9.33 "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


                                       25

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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.

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

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

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

     9.37 "Securities Account Agreement" means the Securities Account Agreement
dated December 7, 1999 between the Issuer and Firstar Bank of Minnesota, N.A.,
as deposit agent.

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

     9.39 "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.

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

     9.41 "Trading Day" shall mean any business day on which the Nasdaq National
Stock 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.

     9.42 "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.

10.  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


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Issuer shall appoint a successor transfer agent who shall accept such
appointment prior to the effectiveness of such removal.

11.  Other Provisions

                  11.1 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.

                  11.2 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.

                  11.3 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 Stock Market
(or any national securities exchange or authorized quotation system on which the
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.

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

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


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                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