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Exhibit 3.1

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

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

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

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





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(1)  Number and Designation. 1,850,000 shares of the Preferred Stock shall
be designated as Cumulative Convertible Preferred Stock, Series A of NTL
Incorporated (the NTL Preferred Stock), and no other shares of preferred
stock shall be designated as Cumulative Convertible Preferred Stock, Series A
of NTL Incorporated. Any shares of NTL Preferred Stock redeemed or otherwise
acquired by the Corporation shall be retired and shall resume the status of
authorized and unissued shares of preferred stock, without designation as to
series, until such shares are once more designated as part of a particular
series of preferred stock by the Board of Directors.

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

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

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

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

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

Board of Directors shall mean (i) the board of directors of the
Corporation and (ii) the Executive Committee, if any, or any other committee
duly authorized by the board of directors of the Corporation to perform any of
its responsibilities with respect to the NTL Preferred Stock.





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

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

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

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

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

Common Stock shall mean the Corporations common stock, par value $0.01
per share.

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

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

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

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

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

Corporation shall have the meaning set forth in the preamble.

Current Market Price of publicly traded shares of Common Stock or any
other class of capital stock or other security of the Corporation or any other
issuer for

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

Determination Date shall have the meaning set forth in paragraph
(9)(d)(ii).

DGCL shall have the meaning set forth in the preamble.

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

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

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

Eurotel Stock shall mean capital stock of Eurotel with the greatest
voting power and the power to control or direct the management of Eurotel of
the type and class held directly by, or through any direct or indirect
subsidiaries of, the Corporation.

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

Expiration Time shall have the meaning set forth in paragraph (9)(d)(v).

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

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

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

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

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

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

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

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

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

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

Liquidation Right shall mean, for each share of NTL Preferred Stock, an
amount equal to US$1,075.17 per share, plus an amount equal to all dividends
(whether or not earned or declared) accrued and unpaid thereon, including
pursuant to paragraph (11)(c), to the date of final distribution to such
holders.

Major Entity shall mean any of the Corporation, NTL (Delaware), Inc.,
NTL Communications Corp., Diamond Cable Communications Limited, Diamond

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Holdings Limited, NTL (Triangle) LLC or any Significant Subsidiary of the
Corporation.

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

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

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

non-electing share shall have the meaning set forth in paragraph
(9)(e)(i).

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

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

NYSE means the New York Stock Exchange.

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

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

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

Preferred Stock shall have the meaning set forth in the first paragraph.

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

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

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

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

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

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

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

Securities shall have the meaning set forth in paragraph (9)(d)(iii).

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

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

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

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

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

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

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

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Trading Day shall mean any day on which the securities in question are
traded on the NYSE, or if such securities are not listed or admitted for
trading on the NYSE, on the principal national securities exchange on which
such securities are listed or admitted, or if not listed or admitted for
trading on any national securities exchange, on the Nasdaq National Market, or
if such securities are not quoted thereon, in the applicable securities market
in which the securities are traded.

Transaction shall have the meaning set forth in paragraph (9)(e)(i).

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

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

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

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

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

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

(b) on a parity with the NTL Preferred Stock, either as to the payment of
dividends or as to distributions of assets upon liquidation, dissolution or
winding up, or both, whether or not the dividend rates, dividend payment dates
or redemption or liquidation prices per share thereof be different from those
of the NTL Preferred Stock, if the holders of the NTL Preferred Stock and of
such class of stock or series shall be entitled by the terms thereof to the
receipt of dividends or of amounts distributable upon liquidation, dissolution
or winding up, or both, in proportion to their respective amounts of accrued
and unpaid dividends per share or

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liquidation preferences, without preference or priority one over the other
and such class of stock or series is not a class of Senior Securities (Parity
Securities); and

(c) junior to the NTL Preferred Stock, either as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up, or both, if such stock or series shall be Common Stock or if the
holders of the NTL Preferred Stock shall be entitled to receipt of dividends,
and of amounts distributable upon liquidation, dissolution or winding up, in
preference or priority to the holders of shares of such stock or series
(Junior Securities).

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

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Preferred, Series A) is a Parity Security. Except for dividends on NTL
Preferred Stock pursuant to paragraph (4)(a) or paragraph (11)(c) and as
otherwise set forth above, there shall be no issue of other Senior Securities,
Parity Securities or options, warrants or rights exercisable for or convertible
into any such securities, except as approved by holders of NTL Preferred Stock,
or as otherwise permitted, pursuant to paragraph (10)(c).

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

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(f) Dividends. The holders of shares of NTL Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
funds legally available for the payment of dividends (after taking into account
revaluation of the assets and liabilities of the Corporation to the extent
deemed reasonable by the Board of Directors after consultation with legal and
financial advisors), but without regard to any contractual or other
restrictions with respect thereto, dividends (x) from and after the Issue Date
and through and including March 26, 2002, at the quarterly rate of US$13.44 per
share (assuming a US$1,075.17 liquidation preference) payable in additional
shares of NTL Preferred Stock, (y) from and after March 27, 2002 through and
including March 26, 2003, at the quarterly rate of US$21.23 per share (assuming
a US$1,075.17 liquidation preference) payable in additional shares of NTL
Preferred Stock and (z) from and after March 27, 2003, at the quarterly rate of
US$26.61 per share (assuming a US$1,075.17 liquidation preference) payable in
additional shares of NTL Preferred Stock; provided thatnotwithstanding
anything herein to the contrary from and after the Convertibility Date,
dividends shall accrue at the quarterly rate of US$16.12 per share (assuming a
US$1,075.17 liquidation preference). The dividends payable in accordance with
paragraph (11)(c) shall be in addition to, and not in lieu of, the dividends
payable under this paragraph (4)(a). All dividends on the NTL Preferred Stock
shall be payable by the Corporation in arrears on a Dividend Payment Date
(except, in the case of an exchange pursuant to paragraph (8)(a), or a
conversion pursuant to paragraph (9)(a), then the accrued and unpaid dividends
will only be paid with respect to the shares of NTL Preferred Stock, exchanged
by a Qualified Holder pursuant to paragraph (8)(a), or converted by a Qualified
Holder pursuant to paragraph (9)(a), as the case may be, on such date) and
shall be cumulative from the Issue Date (except that dividends on additional
shares of NTL Preferred Stock shall accrue from the date such additional shares
of NTL Preferred Stock would have been issued as a dividend in accordance with
this Certificate of Designation as if such dividends had been declared and paid
quarterly), whether or not in any Dividend Period or Dividend Periods there
shall be funds of the Corporation legally available for the payment of such
dividends. The total accumulated dividends for all Dividend Periods ending on
or prior to the redemption date, applicable exchange date(s) or applicable
conversion date(s) of the NTL Preferred Stock as determined pursuant to
paragraph (6), paragraph (8)(a) or paragraph (9)(a), respectively, shall be
payable to the holders of record of shares of NTL Preferred Stock, as they
appear on the stock register of the Corporation at the close of business on
such Dividend Payment Date. The record date for each Dividend Payment Date
will be fixed by the Board of Directors to be any date on which the Corporation
redeems shares of NTL Preferred Stock pursuant to paragraph (6), or any date on
which an exchange is consummated pursuant to paragraph (8)(a), or any date on
which a Qualified Holder converts shares of NTL Preferred Stock pursuant to
paragraph (9)(a).

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

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

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

(j) So long as any shares of the NTL Preferred Stock are outstanding, no
dividends (other than (i) any Rights issued pursuant to the Rights Agreement
and (ii) dividends or distributions paid in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Junior Securities) shall be
declared or

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paid or set apart for payment or other distribution declared or made upon
Junior Securities, nor shall any Junior Securities be redeemed, purchased or
otherwise acquired (other than a redemption, purchase, or other acquisition of
shares of Common Stock made for purposes of an employee incentive or benefit
plan of the Corporation or any subsidiary of the Corporation) (all such
dividends, distributions, redemptions or purchases being hereinafter referred
to as Junior Securities Distributions) for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any
shares of any such stock) by the Corporation, directly or indirectly (except by
conversion into or exchange for Junior Securities), unless in each case (A)
full cumulative dividends (including, to the extent applicable, dividends
required pursuant to paragraph (11)(c)) on all outstanding shares of the NTL
Preferred Stock and all other Parity Securities shall have been paid or set
apart for payment for all past Dividend Periods and dividend periods for such
other Parity Securities, (B) sufficient funds shall have been paid or set apart
for the payment of the dividend (including, to the extent applicable, dividends
required pursuant to paragraph (11)(c)) for the current Dividend Period with
respect to the NTL Preferred Stock and the current dividend period for such
other Parity Securities, (C) the Corporation is not in default with respect to
redemption of shares of NTL Preferred Stock by the Corporation pursuant to
paragraph (6)(b), and (D) the Corporation has fully performed its obligations
under paragraph (6).

(k) All payments by the Corporation of dividends on NTL Preferred Stock to
a holder thereof that is not a Qualified Holder (a Non-Qualified Holder) will
be made free and clear of, and without deduction or withholding for, any
present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature now or hereafter imposed by the United States of
America or by any political subdivision or taxing authority thereof or therein
with respect to such payments (but excluding, except as provided in the second
succeeding sentence, any tax imposed on or measured by the net income or net
profits of a Non-Qualified Holder pursuant to the laws of the jurisdiction in
which it is organized or the jurisdiction in which the principal office or
applicable lending office of such Non-Qualified Holder is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such non-excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as Taxes). If any Taxes are so levied or imposed, the
Corporation agrees to pay the full amount of such Taxes, and such additional
amounts as may be necessary so that every payment of all amounts due under the
NTL Preferred Stock, after withholding or deduction for or on account of any
Taxes, will not be less than the amount provided for herein or in such NTL
Preferred Stock. If any amounts are payable in respect of Taxes pursuant to
the preceding sentence, the Corporation

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agrees to reimburse each Non-Qualified Holder, upon the written request of
such Non-Qualified Holder, for taxes imposed on or measured by the net income
or net profits of such Non-Qualified Holder pursuant to the laws of the
jurisdiction in which such Non-Qualified Holder is organized or in which the
principal office or applicable lending office of such Non-Qualified Holder is
located or under the laws of any political subdivision or taxing authority of
any such jurisdiction in which such Non-Qualified Holder is organized or in
which the principal office or applicable lending office of such Non-Qualified
Holder is located and for any withholding of taxes as such Non-Qualified Holder
shall determine are payable by, or withheld from, such Non-Qualified Holder, in
respect of such amounts so paid to or on behalf of such Non-Qualified Holder
pursuant to the preceding sentence and in respect of any amounts paid to or on
behalf of such Non-Qualified Holder pursuant to this sentence. The Corporation
will furnish to each Non-Qualified Holder within 45 days after the date the
payment of any Taxes is due pursuant to applicable law certified copies of tax
receipts evidencing such payment by the Corporation. The Corporation agrees to
indemnify and hold harmless each Non-Qualified Holder, and reimburse such
Non-Qualified Holder upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Non-Qualified Holder. Upon reasonable
request by the Corporation, each Non-Qualified Holder shall provide the
Corporation with two United States Internal Revenue Forms W-8 BEN or such other
forms and certificates as may mitigate the Corporations obligation for
withholding of taxes, provided, however, that failure to do so will not relieve
the Corporation of its obligations under this paragraph 4 (f).

(l) Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the assets of the Corporation (whether
capital or surplus) shall be made to or set apart for the holders of Junior
Securities, the holders of the shares of NTL Preferred Stock shall be entitled
to receive the Liquidation Right. If, upon any liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of the shares of NTL Preferred Stock
shall be insufficient to pay in full the preferential amount aforesaid and
liquidating payments on any Parity Securities, then such assets, or the
proceeds thereof, shall be distributed among the holders of shares of NTL
Preferred Stock and any such other Parity Securities ratably in accordance with
the respective amounts that would be payable on such shares of NTL Preferred
Stock and any such other Parity Securities if all amounts payable thereon were
paid in full. For the purposes of this paragraph (5), (i) a consolidation or
merger of the Corporation with one or more corporations, or (ii) a sale or
transfer of all or substantially all of the Corporations assets, shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation.

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(m) Subject to the rights of the holders of any Parity Securities, upon
any liquidation, dissolution or winding up of the Corporation, after payment
shall have been made in full to the holders of the NTL Preferred Stock, as
provided in this paragraph (5), any other series or class or classes of Junior
Securities shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the NTL Preferred Stock shall not be
entitled to share therein.

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

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

(p) If the Corporation is unable to redeem all outstanding shares of NTL
Preferred Stock together with accrued and unpaid dividends thereon, including
any dividend required pursuant to paragraph (11)(c) held by any Qualified
Holder pursuant to paragraph (6)(b) (the Redemption Obligation) because the
Corporation does not have funds legally available therefor, the Redemption
Obligation shall be discharged as soon as the Corporation has funds legally
available to discharge such Redemption Obligation. So long as the Corporation
fails to discharge the Redemption Obligation for any reason, dividends shall
continue to accrue on the Redemption Price in accordance with paragraph (4), in
addition to dividends that accrue pursuant to paragraph (11)(c). If and so
long as the Redemption Obligation shall not be fully discharged, the
Corporation shall not (i) directly or indirectly, redeem, purchase, or
otherwise acquire any Parity Security or discharge any mandatory or optional
redemption, sinking fund or other similar obligation in

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respect of any Parity Securities (except in connection with a redemption,
sinking fund or other similar obligation to be satisfied pro ratawith the NTL
Preferred Stock), or (ii) declare or make any Junior Securities Distribution
(other than dividends or distributions paid in shares of, or options, warrants
or rights to subscribe for or purchase shares of, Junior Securities), or,
directly or indirectly, discharge any mandatory or optional redemption, sinking
fund or other similar obligation in respect of the Junior Securities.

(q) For purposes of paragraph (6)(a), unless full cumulative dividends
(whether or not declared) on all outstanding shares of NTL Preferred Stock and
any Parity Securities shall have been paid or contemporaneously are declared
and paid or set apart for payment for all Dividend Periods terminating on or
prior to the applicable redemption date and notice has been given in accordance
with paragraph (7), no shares of NTL Preferred Stock shall be redeemed, and no
sum shall be set aside for such redemption, unless shares of NTL Preferred
Stock and Parity Securities are redeemed pro rataamong holders of NTL
Preferred Stock and holders of Parity Securities and notice has previously been
given in accordance with paragraph (7).

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(r) Procedure for Redemption. If the Corporation shall redeem shares
of NTL Preferred Stock pursuant to paragraph (6)(a), notice of such redemption
shall be given by certified mail, return receipt requested, postage prepaid,
mailed not less than five days nor more than ten days notice prior to the
applicable redemption date, to each holder of record of the shares to be
redeemed at such holders address as the same appears on the stock register of
the Corporation and confirmed by facsimile transmission to each holder of
record if the Corporation has been furnished with such facsimile address by the
holder(s); provided, however, that neither the failure to give such notice nor
confirmation nor any defect therein or in the mailing thereof, to any
particular holder, shall affect the sufficiency of the notice or the validity
of the proceedings for redemption with respect to the other holders. Any
notice that was mailed in the manner herein provided shall be conclusively
presumed to have been duly given on the date mailed whether or not the holder
receives the notice. Each such notice shall state: (i) the redemption date;
(ii) the amount payable to such holder; (iii) the place or places where
certificates for such shares are to be surrendered in exchange for payment of
the Redemption Price, including any dividend required pursuant to paragraph
(11)(c); and (iv) that dividends on the shares to be redeemed will cease to
accrue on the day prior to such redemption date, except as otherwise provided
herein. In the event of redemption pursuant to paragraph (6)(b), the
Corporation shall give to each Qualified Holder advance notice in the manner
provided in the first sentence of this paragraph (7)(a) indicating the place
where certificates for the NTL Preferred Stock are to be surrendered. The
Qualified Holder shall provide the Corporation wire transfer instructions for
purposes of the Corporation making the redemption payment and shall on the
Mandatory Redemption Date deliver to the Corporation in the place so provided
the certificates for the NTL Preferred Stock to be redeemed, duly endorsed for
transfer to the Corporation, and free and clear of any liens, claims or
encumbrances, at which time the Corporation shall transfer by wire transfer to
the Qualified Holders designated account a cash amount in full satisfaction of
the Redemption Obligation, plus any accrued and unpaid dividend, including
pursuant to paragraph (11)(c).

(s) If notice has been mailed as aforesaid, from and after the redemption
date (unless default shall be made by the Corporation in providing for the
payment of the Redemption Price of the shares called for redemption and
dividends accrued and unpaid thereon, if any, including any dividend required
under paragraph 11(c)), (i) except as otherwise provided herein, dividends on
the shares of NTL Preferred Stock shall cease to accrue, (ii) said shares shall
no longer be deemed to be outstanding and (iii) all rights of the holders
thereof as holders of the NTL Preferred Stock shall cease, except the right to
receive from the Corporation the Redemption Price, together with accrued and
unpaid dividends thereon, including any dividend

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required under paragraph (11)(c), to, but excluding, the actual date of
redemption, without interest, payable in cash, upon surrender and endorsement
(or a constructive surrender under paragraph (11)(d)) of their certificates,
duly endorsed for transfer to the Corporation, and free and clear of any liens,
claims or encumbrances.

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

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

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

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

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

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

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

(x) If at the time of any exchange of all of the NTL Preferred Stock, the
Eurotel Stock acquired as a result of such exchange does not constitute 50% of
the outstanding shares of Eurotel Stock, the Qualified Holder shall have the

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right (subject to the conditions set forth in paragraph (8)(b)) to acquire
from the Corporation an additional amount of Eurotel Stock (the Additional
Amount) such that the amount of Eurotel Stock held by such Qualified Holder as
a result of the exchange and the acquisition of the Additional Amount equals
50% of the outstanding shares of Eurotel Stock. The Additional Amount shall be
acquired for cash at the same per share value calculated pursuant to paragraph
(8)(c).

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

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

(aa) The Corporation will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares
of Eurotel Stock upon exchange of the NTL Preferred Stock pursuant hereto;
provided, however, that the Corporation shall not be required to pay any tax
that may be payable in respect of any transfer involved in the issue or
delivery of shares of Eurotel Stock in a name other than that of the holder of
the NTL Preferred Stock to be exchanged and no such issue or delivery shall be
made unless and until the Person requesting such issue or delivery has paid to
the Corporation the amount of any such tax or established, to the satisfaction
of the Corporation, that such tax has been paid.

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(bb) Conversion. Subject to and upon compliance with the provisions of
this paragraph (9), each holder of shares of NTL Preferred Stock which is a
Qualified Holder shall have the right, at any time and from time to time during
the period beginning on the earlier of: (x) March 27, 2002, unless the
Corporation (I) delivers to each Qualified Holder within five Business Days
prior to such date a written notice stating that it elects, in its sole and
absolute discretion, to delay convertibility of shares of NTL Preferred Stock
until March 27, 2003 (subject to further extension of the date of
convertibility pursuant to subparagraph (y) and subparagraph (z) below) or (II)
redeems on March 27, 2002 all issued and outstanding shares of NTL Preferred
Stock at the Redemption Price, together with accrued and unpaid dividends
thereon, including pursuant to paragraph (11)(c), to, but excluding, the date
fixed for redemption, without interest, payable in cash; (y) March 27, 2003,
unless the Corporation (I) delivers to each Qualified Holder within five
Business Days prior to such date a written notice stating that it elects, in
its sole and absolute discretion, to delay convertibility of shares of NTL
Preferred Stock until March 29, 2004 (subject to further extension of the date
of convertibility pursuant to subparagraph (z) below) or (II) redeems on March
27, 2003 all issued and outstanding shares of NTL Preferred Stock at the
Redemption Price, together with accrued and unpaid dividends thereon, including
pursuant to paragraph (11)(c), to, but excluding, the date fixed for
redemption, without interest, payable in cash; provided thatthe Corporation
shall not be entitled to delay convertibility of shares of NTL Preferred Stock
pursuant to this subparagraph (y) if on March 27, 2003 the Convertibility Base
Price is greater than US$65.00 (as adjusted for any stock splits, combinations
and the like occurring on and after the Issue Date), and in such case, unless
the Corporation redeems all of the issued and outstanding shares of NTL
Preferred Stock as described above, March 27, 2003 shall be the Convertibility
Date and any written notice from the Corporation pursuant to subparagraph
(y)(I) above shall be void and shall have no further force and effect; and (z)
March 29, 2004, unless the Corporation redeems on March 29, 2004 all issued and
outstanding shares of NTL Preferred Stock at the Redemption Price, together
with accrued and unpaid dividends thereon, including pursuant to paragraph
(11)(c), to, but excluding, the date fixed for redemption, without interest,
payable in cash, at such holders option, to convert any or all outstanding
shares of NTL Preferred Stock held by such holder, but not fractions of shares
(provided that if more than one share shall be surrendered for conversion (or
deemed surrendered under paragraph (11)(d)) at one time by the same holder, the
number of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of NTL Preferred stock
surrendered (or deemed surrendered under paragraph (11)(d)) for conversion by
such holder), into fully paid and non-assessable shares of Common Stock by
surrendering such shares to be converted, such surrender to be made in the
manner provided in paragraph (9)(b). The earliest date on which a Qualified
Holder shall thereafter be permitted to convert

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shares of NTL Preferred Stock into shares of Common Stock in accordance
with subparagraph (x), (y) or (z) above shall be referred to herein as the
Convertibility Date. The number of shares of Common Stock deliverable upon
conversion of each full share of NTL Preferred Stock shall be equal to the
quotient of (1) $1,075.17 dividedby (2) the product of (x) the 25-Day Average
Market Price of the Common Stock ending on the Trading Day immediately
preceding the Convertibility Date (the Convertibility Base Price) multiplied
by (y) 1.25 (the quotient shall be referred to as the Conversion Rate). The
Conversion Rate is also subject to adjustment from time to time pursuant to
paragraph (9)(d). The right to convert shares called for redemption pursuant
to paragraph (6)(a) or mandatorily redeemed by the Corporation pursuant to
paragraph (6)(b) shall terminate at the close of business on the date
immediately preceding the date fixed for such redemption, unless the
Corporation shall default in making payment of the amount payable upon such
redemption, in which case such right of conversion shall be reinstated until
such time as the Corporation may legally satisfy the redemption payment
pursuant to paragraph 6(a) or the Redemption Obligation, as the case may be.
Upon conversion, any accrued and unpaid dividends, including any dividends
required under paragraph (11)(c), on the NTL Preferred Stock at the date of
conversion shall be paid to the holder thereof in accordance with the
provisions of paragraph (4).

(i) In order to exercise the conversion privilege, the holder of each
share of NTL Preferred Stock to be converted shall surrender (or constructively
surrender in accordance with paragraph (11)(d)) the certificate representing
such share, duly endorsed or assigned to the Corporation or in blank, at the
office of the Corporation, or to any transfer agent of the Corporation
previously designated by the Corporation to the holders of the NTL Preferred
Stock for such purposes, with a written notice of election to convert completed
and signed, specifying the number of shares to be converted. Such notice shall
state that the holder has satisfied any legal or regulatory requirement for
conversion, including compliance with the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended; provided, however,that the Corporation
shall use its best efforts in cooperating with such holder to obtain such legal
or regulatory approvals to the extent its cooperation is necessary. Such
notice shall also state the name or names (with address and social security or
other taxpayer identification number, if applicable) in which the certificate
or certificates for Common Stock are to be issued. Unless the shares issuable
on conversion are to be issued in the same name as the name in which such share
of NTL Preferred Stock is registered, each share surrendered for conversion
shall be accompanied by instruments of transfer, in form satisfactory to the
Corporation, duly executed by the holder or the holders duly authorized
attorney and an amount sufficient to pay any transfer or similar tax (or
evidence reasonably satisfactory to the Corporation demonstrating that such
taxes have been paid). All certificates representing shares of

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

(ii) Subject to the last sentence of paragraph (9)(a), holders of shares
of NTL Preferred Stock at the close of business on a dividend payment record
date shall not be entitled to receive the dividend payable on such shares on
the corresponding Dividend Payment Date if such holder shall have surrendered
(or made a constructive surrender under paragraph (11)(d)) for conversion such
shares at any time following the preceding Dividend Payment Date and prior to
such Dividend Payment Date.

(iii) Subject to a holders election under paragraph (11)(d), as promptly
as practicable after the surrender (including a constructive surrender under
paragraph (11)(d)) by a holder of the certificates for shares of NTL Preferred
Stock as aforesaid, the Corporation shall issue and shall deliver to such
holder, or on the holders written order, a certificate or certificates (which
certificate or certificates shall have the legends set forth in paragraph
(11)(b)) for the whole number of duly authorized, validly issued, fully paid
and non-assessable shares of Common Stock issuable upon the conversion of such
shares in accordance with the provisions of this paragraph (9), and any
fractional interest in respect of a share of Common Stock arising on such
conversion shall be settled as provided in paragraph (9)(c). Upon conversion
of only a portion of the shares of NTL Preferred Stock represented by any
certificate, a new certificate shall be issued representing the unconverted
portion of the certificate so surrendered without cost to the holder thereof.
Subject to a holders election under paragraph (11)(d), upon the surrender
(including a constructive surrender under paragraph (11)(d)) of certificates
representing shares of NTL Preferred Stock to be converted, such shares shall
no longer be deemed to be outstanding and all rights of a holder with respect
to such shares so surrendered shall immediately terminate except the right to
receive the Common Stock and other amounts payable pursuant to this paragraph
(9).

(iv) No fractional shares or scrip representing fractions of shares of
Common Stock shall be issued upon conversion of the NTL Preferred Stock.
Instead of any fractional interest in a share of Common Stock that would
otherwise be deliverable upon the conversion of a share of NTL Preferred Stock,
the Corporation shall pay to the holder of such share an amount in cash based
upon the Current Market Price of Common Stock on the Trading Day immediately
preceding the date of conversion. If more than one share shall be surrendered
for conversion (or deemed surrendered under paragraph (11)(d)) at one time by
the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of NTL Preferred Stock

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surrendered (or deemed surrendered under paragraph (11)(d)) for conversion
by such holder.

(v) Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates for shares
of NTL Preferred Stock shall have been surrendered (or deemed surrendered
pursuant to an election under paragraph (11)(d)) and such notice received by
the Corporation as aforesaid, and the Person or Persons in whose name or names
any certificate or certificates for shares of Common Stock shall be issuable
upon such conversion shall be deemed to have become the holder or holders of
record of the shares of Common Stock represented thereby at such time on such
date and such conversion shall be into a number of shares of Common Stock equal
to the product of the number of shares of NTL Preferred Stock surrendered times
the Conversion Rate in effect at such time on such date, unless the stock
transfer books of the Corporation shall be closed on that date, in which event
such Person or Persons shall be deemed to have become such holder or holders of
record at the close of business on the next succeeding day on which such stock
transfer books are open, but such conversion shall be based upon the Conversion
Rate in effect on the date upon which such shares shall have been surrendered
(or deemed surrendered under paragraph (11)(d)) and such notice received by the
Corporation.

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

(i) If the Corporation shall after the Convertibility Date (A) declare a
dividend or make a distribution on its Common Stock in shares of its Common
Stock, (B) subdivide its outstanding Common Stock into a greater number of
shares, (C) combine its outstanding Common Stock into a smaller number of
shares, or (D) effect any reclassification of its outstanding Common Stock, the
Conversion Rate in effect on the record date for such dividend or distribution,
or the effective date of such subdivision, combination or reclassification, as
the case may be, shall be proportionately adjusted so that the holder of any
share of NTL Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number and kind of shares of Common Stock that such
holder would have owned or have been entitled to receive after the happening of
any of the events described above had such share been converted immediately
prior to the record date in the case of a dividend or distribution or the
effective date in the case of a subdivision, combination or reclassification.
An adjustment made pursuant to this subparagraph (i) shall become effective
immediately after the opening of business on the Business Day next following
the record date (except as provided in paragraph (9)(h)) in the case of a
dividend or distribution and shall become effective immediately after the
opening

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of business on the Business Day next following the effective date in the
case of a subdivision, combination or reclassification. Adjustments in
accordance with this paragraph (9)(d)(i) shall be made whenever any event
listed above shall occur.

(ii) If the Corporation shall after the Convertibility Date fix a record
date for the issuance of rights or warrants (in each case, other than Rights
issued pursuant to the Rights Agreement) to all holders of Common Stock
entitling them (for a period expiring within 45 days after such record date) to
subscribe for or purchase Common Stock (or securities convertible into Common
Stock) at a price per share (or, in the case of a right or warrant to purchase
securities convertible into Common Stock, having an effective exercise price
per share of Common Stock, computed on the basis of the maximum number of
shares of Common Stock issuable upon conversion of such convertible securities,
plus the amount of additional consideration payable, if any, to receive one
share of Common Stock upon conversion of such securities) less than the 25-Day
Average Market Price on the date on which such issuance was declared or
otherwise announced by the Corporation (the Determination Date), then the
Conversion Rate in effect at the opening of business on the Business Day next
following such record date shall be adjusted so that the holder of each share
of NTL Preferred Stock shall be entitled to receive, upon the conversion
thereof, the number of shares of Common Stock determined by multiplying (I) the
Conversion Rate in effect immediately prior to such record date by (II) a
fraction, the numerator of which shall be the sum of (A) the number of shares
of Common Stock outstanding on the close of business on the Determination Date
and (B) the number of additional shares of Common Stock offered for
subscription or purchase pursuant to such rights or warrants (or in the case of
a right or warrant to purchase securities convertible into Common Stock, the
aggregate number of additional shares of Common Stock into which the
convertible securities so offered are initially convertible), and the
denominator of which shall be the sum of (A) the number of shares of Common
Stock outstanding on the close of business on the Determination Date and (B)
the number of shares that the aggregate proceeds to the Corporation from the
exercise of such rights or warrants for Common Stock would purchase at such
25-Day Average Market Price on such date (or, in the case of a right of warrant
to purchase securities convertible into Common Stock, the number of shares of
Common Stock obtained by dividing the aggregate exercise price of such rights
or warrants for the maximum number of shares of Common Stock issuable upon
conversion of such convertible securities, plus the aggregate amount of
additional consideration payable, if any, to convert such securities into
Common Stock, by such 25-Day Average Market Price). Such adjustment shall
become effective immediately after the opening of business on the Business Day
next following such record date (except as provided in paragraph (9)(h)). Such
adjustment shall be made successively whenever such a record date is fixed. In
the

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

(iii) If the Corporation shall fix a record date for the making of a
distribution to all holders of its Common Stock of evidences of its
indebtedness, shares of its capital stock or assets (excluding regular cash
dividends or distributions declared in the ordinary course by the Board of
Directors and dividends payable in Common Stock for which an adjustment is made
pursuant to paragraph (9)(d)(i)) or rights or warrants (in each case, other
than Rights issued pursuant to the Rights Agreement) to subscribe for or
purchase any of its securities (excluding those rights and warrants issued to
all holders of Common Stock entitling them (for a period expiring within 45
days after such record date) to subscribe for or purchase Common Stock or
securities convertible into shares of Common Stock, which rights and warrants
are referred to in and treated under paragraph (9)(d)(ii)) (any of the
foregoing being hereinafter in this subparagraph (iii) called the
Securities), then in each such case the Conversion Rate shall be adjusted so
that the holder of each share of NTL Preferred Stock shall be entitled to
receive, upon the conversion thereof, the number of shares of Common Stock
determined by multiplying (I) the Conversion Rate in effect immediately prior
to the close of business on such record date by (II) a fraction, the numerator
of which shall be the 25-Day Average Market Price per share of the Common Stock
on such record date, and the denominator of which shall be the 25-Day Average
Market Price per share of the Common Stock on such record date less the
then-fair market value (as determined by the Board of Directors in good faith,
whose determinations shall be conclusive) of the portion of the assets, shares
of its capital stock or evidences of indebtedness so distributed or of such
rights or warrants applicable to one share of Common Stock. Such adjustment
shall be made successively whenever such a record date is fixed; and in the
event that after fixing a record date such distribution is not so made, the
Conversion Rate shall be readjusted

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to the Conversion Rate which would then be in effect if such record date
had not been fixed. Such adjustment shall become effective immediately at the
opening of business on the Business Day next following (except as provided in
paragraph (9)(h)) the record date for the determination of stockholders
entitled to receive such distribution. For the purposes of this subparagraph
(iii), the distribution of a Security, which is distributed not only to the
holders of the Common Stock on the date fixed for the determination of
stockholders entitled to such distribution of such Security, but also is
distributed with each share of Common Stock delivered to a Person converting a
share of NTL Preferred Stock after such determination date, shall not require
an adjustment of the Conversion Rate pursuant to this subparagraph (iii);
provided, however,that on the date, if any, on which a Person converting a
share of NTL Preferred Stock would no longer be entitled to receive such
Security with a share of Common Stock (other than as a result of the
termination of all such Securities), a distribution of such Securities shall be
deemed to have occurred and the Conversion Rate shall be adjusted as provided
in this subparagraph (iii) (and such day shall be deemed to be the date fixed
for the determination of stockholders entitled to receive such distribution
and the record date within the meaning of the three preceding sentences). If
any rights or warrants referred to in this subparagraph (iii) shall expire
unexercised after the same shall have been distributed or issued by the
Corporation, the Conversion Rate shall be readjusted at the time of such
expiration to the Conversion Rate that would have been in effect if no
adjustment had been made on account of the distribution or issuance of such
expired rights or warrants.

(iv) In case the Corporation shall, by dividend or otherwise, distribute
to all holders of its Common Stock cash in the amount per share that, together
with the aggregate of the per share amounts of any other cash distributions to
all holders of its Common Stock made within the 12 months preceding the date of
payment of such distribution and in respect of which no adjustment pursuant to
this subparagraph (iv) has been made exceeds 5.0% of the 25-Day Average Market
Price immediately prior to the date of declaration of such dividend or
distribution (excluding any dividend or distribution in connection with the
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, and any cash that is distributed upon a merger, consolidation or
other transaction for which an adjustment pursuant to paragraph (9)(e) is
made), then, in such case, the Conversion Rate shall be adjusted so that the
same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the close of business on the Record Date for the
cash dividend or distribution by a fraction the numerator of which shall be the
Current Market Price of a share of the Common Stock on the Record Date and the
denominator shall be such Current Market Price less the per share amount of
cash so distributed during the 12-month period applicable to
one

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share of Common Stock, such adjustment to be effective immediately prior
to the opening of business on the Business Day following the Record Date;
provided, however,that in the event the denominator of the foregoing fraction
is zero or negative, in lieu of the foregoing adjustment, adequate provision
shall be made so that each holder of NTL Preferred Stock shall have the right
to receive upon conversion, in addition to the shares of Common Stock to which
the holder is entitled, the amount of cash such holder would have received had
such holder converted each share of NTL Preferred Stock at the beginning of the
12-month period. In the event that such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the Conversion
Rate which would then be in effect if such dividend or distribution had not
been declared. Notwithstanding the foregoing, if any adjustment is required to
be made as set forth in this paragraph (9)(d)(iv), the calculation of any such
adjustment shall include the amount of the quarterly cash dividends paid during
the 12-month reference period only to the extent such dividends exceed the
regular quarterly cash dividends paid during the 12 months preceding the
12-month reference period. For purposes of this paragraph (9)(d)(iv), Record
Date shall mean, with respect to any dividend or distribution in which the
holders of Common Stock have the right to receive cash, the date fixed for
determination of stockholders entitled to receive such cash. In the event that
at any time cash distributions to holders of Common Stock are not paid equally
on all series of Common Stock, the provisions of this paragraph (9)(d)(iv) will
apply to any cash dividend or cash distribution on any series of Common Stock
otherwise meeting the requirements of this paragraph (9)(d)(iv), and shall be
deemed amended to the extent necessary so that any adjustment required will be
made on the basis of the cash dividend or cash distribution made on any such
series.

(v) In case of the consummation of a tender or exchange offer (other than
an odd-lot tender offer) made by the Corporation or any subsidiary of the
Corporation for all or any portion of the outstanding shares of Common Stock to
the extent that the cash and fair market value (as determined in good faith by
the Board of Directors of the Corporation, whose determination shall be
conclusive and shall be described in a resolution of such Board) of any other
consideration included in such payment per share of Common Stock at the last
time (the Expiration Time) tenders or exchanges may be made pursuant to such
tender or exchange offer (as amended) exceed by more than 5.0%, with any
smaller excess being disregarded in computing the adjustment to the Conversion
Rate provided in this paragraph (9)(d)(v), the first reported sale price per
share of the Common Stock on the Trading Day next succeeding the Expiration
Time, then the Conversion Rate shall be adjusted so that the same shall equal
the rate determined by multiplying the Conversion Rate in effect immediately
prior to the Expiration Time by a fraction the numerator of which shall be the
sum of (x) the fair market value (determined as aforesaid) of
the

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aggregate consideration payable to stockholders based on the acceptance
(up to any maximum specified in the terms of the tender or exchange offer) of
all shares validly tendered or exchanged and not withdrawn as of the Expiration
Time (the shares deemed so accepted, up to any such maximum, being referred to
as the Purchase Shares) and (y) the product of the number of shares of Common
Stock outstanding (less any Purchase Shares) on the Expiration Time and the
first reported sale price of the Common Stock on the Trading Day next
succeeding the Expiration Time, and the denominator of which shall be the
number of shares of Common Stock outstanding (including any tendered or
exchanged shares) on the Expiration Time multiplied by the first reported sale
price of the Common Stock on the Trading Day next succeeding the Expiration
Time, such adjustment to become effective immediately prior to the opening of
business on the day following the Expiration Time.

(vi) No adjustment in the Conversion Rate shall be required unless such
adjustment would require a cumulative increase or decrease of at least 1% in
the Conversion Rate; provided, however,that any adjustments that by reason of
this subparagraph (vi) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment until made, and provided
furtherthat any adjustment shall be required and made in accordance with the
provisions of this paragraph (9) (other than this subparagraph (vi)) not later
than such time as may be required in order to preserve the tax-free nature of a
distribution for United States income tax purposes to the holders of shares of
NTL Preferred Stock or Common Stock. Notwithstanding any other provisions of
this paragraph (9), the Corporation shall not be required to make any
adjustment of the Conversion Rate for the issuance of any shares of Common
Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Corporation and the investment of
additional optional amounts in shares of Common Stock under such plan. All
calculations under this paragraph (9) shall be made to the nearest dollar or to
the nearest 1/1,000 of a share, as the case may be. Anything in this paragraph
(9)(d) to the contrary notwithstanding, the Corporation shall be entitled, to
the extent permitted by law, to make such adjustments in the Conversion Rate,
in addition to those required by this paragraph (9)(d), as it in its discretion
shall determine to be advisable in order that any stock dividends subdivision
of shares, reclassification or combination of shares, distribution or rights or
warrants to purchase stock or securities, or a distribution of other assets
(other than cash dividends) hereafter made by the Corporation to its
stockholders shall not be taxable.

(vii) In the event that, at any time as a result of shares of any other
class of capital stock becoming issuable in exchange or substitution for or in
lieu of shares of Common Stock or as a result of an adjustment made pursuant to
the provisions of this paragraph (9)(d), the holder of NTL Preferred
Stock upon

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subsequent conversion shall become entitled to receive any shares of
capital stock of the Corporation other than Common Stock, the number of such
other shares so receivable upon conversion of any shares of NTL Preferred Stock
shall thereafter be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions contained herein.

(viii) If the Corporation shall be a party to any transaction (including
without limitation, a merger, consolidation, sale of all or substantially all
of the Corporations assets or recapitalization of the Common Stock and
excluding any transaction as to which paragraph (9)(d)(i) applies) (each of the
foregoing being referred to herein as a Transaction), in each case as a
result of which shares of Common Stock shall be converted into the right to
receive stock, securities or other property (including cash or any combination
thereof), there shall be no adjustment to the Conversion Rate but each share of
NTL Preferred Stock which is not converted into the right to receive stock,
securities or other property in connection with such Transaction shall
thereafter be convertible into the kind and amount of shares of stock,
securities and other property (including cash or any combination thereof)
receivable upon the consummation of such Transaction by a holder of that number
of shares or fraction thereof of Common Stock into which one share of NTL
Preferred Stock was convertible immediately prior to such Transaction, assuming
such holder of Common Stock (i) is not a Person with which the Corporation
consolidated or into which the Corporation merged or which merged into the
Corporation or to which such sale or transfer was made, as the case may be
(Constituent Person), or an Affiliate of a Constituent Person and (ii) failed
to exercise his rights of election, if any, as to the kind or amount of stock
securities and other property (including cash) receivable upon such Transaction
(provided thatif the kind or amount of stock, securities and other property
(including cash) receivable upon such Transaction is not the same for each
share of Common Stock held immediately prior to such Transaction by other than
a Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised (non-electing share), then
for the purpose of this paragraph (9)(e) the kind and amount of stock,
securities and other property (including cash) receivable upon such Transaction
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). The
provisions of this paragraph (9)(e) shall similarly apply to successive
Transactions.

(ix) Notwithstanding anything herein to the contrary, if the Corporation
is reorganized such that the Common Stock is exchanged for the common stock of
a new entity (Holdco) whose common stock is traded on the NYSE or another
recognized securities exchange or automated quotation system, then the
Corporation, by notice to the holders of the NTL Preferred Stock, but

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without any required consent or waiver on their part, may cause the
exchange of this NTL Preferred Stock for preferred stock of Holdco having the
same terms, conditions, ranking and other rights as set forth herein; provided
that(i) Holdco shall be incorporated under the DGCL and be based in the United
States and (ii) to the extent permitted by applicable law, the certificates
representing shares of the NTL Preferred Stock prior to the formation of Holdco
shall be deemed to represent shares of the new preferred stock of Holdco, and
the holder thereof shall not be required to surrender or exchange its
certificates representing shares of NTL Preferred Stock.

(dd) If:

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

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

(iii) there shall be any subdivision, combination or reclassification of
the Common Stock or any consolidation or merger to which the Corporation is a
party and for which approval of any stockholders of the Corporation is
required, or the sale or transfer of all or substantially all of the assets of
the Corporation as an entirety; or

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

then the Corporation shall cause to be filed with any transfer agent designated
by the Corporation pursuant to paragraph (9)(b) and shall cause to be mailed to
the holders of shares of the NTL Preferred Stock at their addresses as shown on
the stock records of the Corporation, as promptly as possible, but at least ten
days prior to the applicable date hereinafter specified, a notice stating (A)
the date on which a record is to be taken for the purpose of such dividend (or
such other distribution) or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights or warrants are to be
determined or (B) the date on which such subdivision, combination,
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution or winding up or other action is expected to become effective, and
the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities or
other property, if any, deliverable upon such subdivision, combination,
reclassification, consolidation, merger, sale,

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transfer, liquidation, dissolution or winding up. Failure to give or receive
such notice or any defect therein shall not affect the legality or validity of
any distribution, right, warrant subdivision, combination, reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, winding up or
other action, or the vote upon any of the foregoing.

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

(ff) In any case in which paragraph (9)(d) provides that an adjustment
shall become effective on the day next following a record date for an event,
the Corporation may defer until the occurrence of such event (i) issuing to the
holder of any share of NTL Preferred Stock converted after such record date and
before the occurrence of such event the additional shares of Common Stock
issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Stock issuable upon such conversion before
giving effect to such adjustment and (ii) paying to such holder any amount in
cash in lieu of any fraction pursuant to paragraph (9)(c).

(gg) For purposes of this paragraph (9), the number of shares of Common
Stock at any time outstanding shall not include any shares of Common Stock then
owned or held by or for the account of the Corporation. The Corporation shall
not pay a dividend or make any distribution on shares of Common Stock held in
the treasury of the Corporation.

(hh) There shall be no adjustment of the Conversion Rate in case of the
issuance of any stock of the Corporation in a reorganization, acquisition or
other similar transaction except as specifically set forth in this paragraph
(9). If any single action would require adjustment of the Conversion Rate
pursuant to more than one subparagraph of this paragraph (9), only one
adjustment shall be made and such adjustment shall be the amount of adjustment
that has the highest absolute value.

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(ii) If the Corporation shall take any action affecting the Common Stock,
other than action described in this paragraph (9), that in the opinion of the
Board of Directors materially adversely affects the conversion rights of the
holders of the shares of NTL Preferred Stock, the Conversion Rate may be
adjusted, to the extent permitted by law, in such manner, if any, and at such
time, as the Board of Directors may determine to be equitable in the
circumstances; provided thatthe provisions of this paragraph (9)(k) shall not
affect any rights the holders of NTL Preferred Stock may have at law or in
equity.

(i) The Corporation covenants that it will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock or its issued shares of Common Stock held
in its treasury, or both, for the purpose of effecting conversion of the NTL
Preferred Stock, the full number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of NTL Preferred Stock not theretofore
converted. For purposes of this paragraph (9)(l) the number of shares of
Common Stock that shall be deliverable upon the conversion of all outstanding
shares of NTL Preferred Stock shall be computed as if at the time of
computation all such outstanding shares were held by a single holder.

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

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

(jj) The Corporation will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares
of Common Stock or other securities or property on conversion of the NTL
Preferred Stock pursuant hereto; provided, however,that the Corporation shall
not be required to pay any tax that may be payable in respect of any transfer
involved in the issue or

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delivery of shares of Common Stock or other securities or property in a
name other than that of the holder of the NTL Preferred Stock to be converted
and no such issue or delivery shall be made unless and until the Person
requesting such issue or delivery has paid to the Corporation the amount of any
such tax or established, to the satisfaction of the Corporation, that such tax
has been paid.

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

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

(ll) Without the written consent (to the extent permitted under Delaware
law) of the holders of at least 66 2/3% of aggregate Liquidation Rights of the
outstanding shares of NTL Preferred Stock or the vote of holders of at least
66 2/3% of aggregate Liquidation Rights of the outstanding shares of NTL
Preferred Stock at a meeting of the holders of NTL Preferred Stock called for
such purpose, the Corporation will not amend, alter or repeal any provision of
the Certificate of Incorporation

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(by merger or otherwise) so as to adversely affect the
preferences, rights or powers of the NTL Preferred Stock; provided thatany
such amendment that changes the dividend payable on, or the aggregate
Liquidation Rights of, the NTL Preferred Stock shall require the affirmative
vote at a meeting of holders of NTL Preferred Stock called for such purpose or
written consent (to the extent permitted under Delaware law) of the holder of
each share of NTL Preferred Stock.

(mm) Without the written consent (to the extent permitted under Delaware
law) of the holders of at least 66 2/3% of aggregate Liquidation Rights of the
outstanding shares of NTL Preferred Stock or the vote of holders of at least
66 2/3% of aggregate Liquidation Rights of the outstanding shares of NTL
Preferred Stock at a meeting of such holders called for such purpose, the
Corporation will not issue any additional shares of NTL Preferred Stock or
create, authorize or issue any Parity Securities or Senior Securities or
increase the authorized amount of any such other class or series; provided that
this paragraph (10)(c) shall not limit the right of the Corporation to issue
(i) additional shares of NTL Preferred Stock as dividends pursuant to paragraph
(4)(a) or paragraph (11)(c) or (ii) Parity Securities or Senior Securities in
order to refinance, redeem or refund the 13% Preferred, 5% Convertible
Preferred, Series A, 5% Convertible Preferred, Series B, 6.5% Preferred Stock
and Variable Coupon Preferred, Series A; provided thatin the case of a
refinancing, redemption or refund of the 13% Preferred, 5% Convertible
Preferred, Series A, 5% Convertible Preferred, Series B, 6.5% Preferred Stock
or Variable Coupon Preferred, Series A, the maximum accrual value (i.e., the
sum of stated value and maximum amount payable in kind over the term from
issuance to first date of mandatory redemption or redemption at the option of
the holder) of such Parity Securities or Senior Securities issued by the
Corporation in such refinancing, as shall be reflected on the Corporations
consolidated balance sheet prepared in accordance with GAAP applied on a basis
consistent with the Corporations prior practice, may not exceed the maximum
accrual value of the 13% Preferred, 5% Convertible Preferred, Series A, 5%
Convertible Preferred, Series B, 6.5% Preferred Stock or Variable Coupon
Preferred, Series A, respectively, as reflected on the Corporations
consolidated balance sheet as contained in the report filed by the Corporation
with the United States Securities and Exchange Commission pursuant to the
Exchange Act that is most recent prior to such refinancing.

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

(oo) Except as otherwise set forth in this paragraph (10) or as required
by applicable law, (i) the holders of NTL Preferred Stock shall not have any

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

(pp) General Provisions. The headings of the paragraphs, subparagraphs,
clauses and subclauses of this Certificate of Designation are for convenience
of reference only and shall not define, limit or affect any of the provisions
hereof.

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



| |  | THE SHARES OF PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF THE
CORPORATION (THE PREFERRED STOCK) REPRESENTED BY THIS
CERTIFICATE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE ACT), AND ANY APPLICABLE STATE SECURITIES LAWS OR IN
ACCORDANCE WITH ANY APPLICABLE EXEMPTION FROM, OR TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE ACT.
THE TRANSFER OF THE PREFERRED STOCK EVIDENCED BY THIS
CERTIFICATE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER PROVIDED
FOR IN THE PURCHASE AGREEMENT, DATED FEBRUARY 17, 2000, AS MAY
BE AMENDED, AMONG THE CORPORATION AND CERTAIN PURCHASERS, A COPY
OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF THE CORPORATION
AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH
PREFERRED STOCK UPON WRITTEN REQUEST TO THE CORPORATION.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | SO LONG AS ANY SHARES OF THE PREFERRED STOCK ARE RESTRICTED
SECURITIES WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE ACT,
THE CORPORATION WILL, DURING ANY PERIOD IN WHICH (A) THE
CORPORATION IS NOT SUBJECT TO AND IN COMPLIANCE WITH SECTION 13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |  | OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
EXCHANGE ACT), OR (B) THE CORPORATION IS NOT EXEMPT FROM THE
REPORTING OBLIGATIONS OF RULE 12g3-2(b) OF THE EXCHANGE ACT,
PROVIDE TO EACH HOLDER OF SUCH RESTRICTED SECURITIES AND TO EACH
PROSPECTIVE PURCHASER (AS DESIGNATED BY SUCH HOLDER) OF SUCH
RESTRICTED SECURITIES, UPON THE REQUEST OF SUCH HOLDER OR
PROSPECTIVE PURCHASER, ANY INFORMATION REQUIRED TO BE PROVIDED
BY SUBSECTION (d)(4)(i) OF RULE 144(A) UNDER THE ACT.                              
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE
MAY BE CONVERTED INTO COMMON STOCK OF THE CORPORATION OR
EXCHANGED FOR NTL CABLECOM HOLDING GMBH STOCK WITHOUT THE
SURRENDER AND EXCHANGE OF THIS CERTIFICATE FOR CERTIFICATES
REPRESENTING SUCH COMMON STOCK OR NTL CABLECOM HOLDING GMBH
STOCK. A NOTICE OF SUCH CONVERSION OR EXCHANGE, IF ANY, IS ON
FILE AT THE EXECUTIVE OFFICES OF THE CORPORATION AND WILL BE
FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON
WRITTEN REQUEST TO THE CORPORATION.
|
| |  | THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF
THE PREFERRED STOCK WHO SO REQUESTS THE POWERS, DESIGNATION,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF THE PREFERRED STOCK.                                                                                                                                                                                                                                                                                                           

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



| |  | THE SHARES OF COMMON STOCK, PAR VALUE $0.01, OF THE CORPORATION
(THE COMMON STOCK) REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND ANY
APPLICABLE STATE SECURITIES LAWS OR IN ACCORDANCE WITH ANY
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | APPLICABLE EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS UNDER THE ACT. THE TRANSFER OF THE
COMMON STOCK EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE
RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE INVESTMENT
AGREEMENT, DATED JULY 26, 1999, AS AMENDED, BETWEEN NTL
(DELAWARE), INC. AND FRANCE TELECOM S.A. (FRANCE TELECOM). A
COPY OF THIS AGREEMENT IS ON FILE AT THE EXECUTIVE OFFICES OF
THE CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE
HOLDER OF SUCH COMMON STOCK UPON WRITTEN REQUEST TO THE
CORPORATION. THE COMMON STOCK SHALL BE REGISTRABLE SECURITIES
FOR PURPOSES OF THE REGISTRATION RIGHTS AGREEMENT, DATED MAY 30,
2000, BY AND BETWEEN THE CORPORATION AND FRANCE TELECOM. A COPY
OF THIS AGREEMENT IS ON FILE AT THE EXECUTIVE OFFICES OF THE
CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER
OF SUCH COMMON STOCK UPON WRITTEN REQUEST TO THE CORPORATION.
SO LONG AS ANY SHARES OF THE COMMON STOCK ARE RESTRICTED
SECURITIES WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE ACT,
THE CORPORATION WILL, DURING ANY PERIOD IN WHICH (A) THE
CORPORATION IS NOT SUBJECT TO AND IN COMPLIANCE WITH SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
EXCHANGE ACT), OR (B) THE CORPORATION IS NOT EXEMPT FROM THE
REPORTING OBLIGATIONS OF RULE 12g3-2(b) OF THE EXCHANGE ACT,
PROVIDE TO EACH HOLDER OF SUCH RESTRICTED SECURITIES AND TO EACH
PROSPECTIVE PURCHASER (AS DESIGNATED BY SUCH HOLDER) OF SUCH
RESTRICTED SECURITIES, UPON THE REQUEST OF SUCH HOLDER OR
PROSPECTIVE PURCHASER, ANY INFORMATION REQUIRED TO BE PROVIDED
BY SUBSECTION (d)(4)(i) OF RULE 144(A) UNDER THE ACT.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The shares of Eurotel Stock shall bear the following legend:



| |  | THE SHARES OF STOCK OF NTL CABLECOM HOLDING GmbH REPRESENTED BY
THIS CERTIFICATE MAY NOT BE
| |  | -------------------------------------------------------------------------------------------

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| |  | OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND ANY
APPLICABLE STATE SECURITIES LAWS OR IN ACCORDANCE WITH ANY
APPLICABLE EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS UNDER THE ACT.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

(ii) (A) A Qualified Holder which has previously elected to retain
certificates representing the NTL Preferred Stock in accordance with paragraph
(11)(d)(i) upon exchange or conversion may subsequently elect to receive
certificates representing the shares of Eurotel Stock or the Common Stock
issued upon such exchange or conversion. To receive certificates representing
such shares of Eurotel Stock or the Common Stock, as applicable, the holder of
such certificates

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shall surrender the certificates, duly endorsed or assigned to the
Corporation or in blank, at the office of the Corporation, or to any transfer
agent of the Corporation previously designated by the Corporation for such
purposes, with a written notice of that election.

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

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

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

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

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

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