<PAGE>   1

                                                                     EXHIBIT 3.1


                           CERTIFICATE OF DESIGNATION
                       OF THE VOTING POWERS, DESIGNATION,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
              OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
                       LIMITATIONS OR RESTRICTIONS OF THE
                           VARIABLE COUPON REDEEMABLE
                          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 (the
"Certificate of Incorporation") and Section 151(g) of the Delaware General
Corporation Law (the "DGCL"), has authorized the creation of the series of the
Corporation's preferred stock hereinafter provided for and has established the
dividend, redemption and voting rights thereof and has adopted the following
resolution (the "Certificate of Designation"), creating the following new series
of the Corporation's preferred stock:

         "BE IT RESOLVED that, pursuant to authority expressly granted to the
Board of Directors of the Corporation 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, redemption rights and other preferences and relative,
participating, optional or other special rights and with the qualifications,
limitations or restrictions on the shares of such series (in addition to the
powers, designation, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof set forth
in the Certificate of Incorporation that are applicable to each series of
Preferred Stock) hereinafter set forth.


     (1) Number and Designation. 47,218 shares of the Preferred Stock shall be
designated as "Variable Coupon Redeemable Preferred Stock, Series A of NTL
Incorporated", including, in the case of any reclassification, recapitalization,
or other change to such Preferred Stock or, in the case of a consolidation or
merger of the Corporation with or into another Person affecting such Preferred
Stock, such capital stock to which a Holder shall be entitled upon the
occurrence of such event (the "Variable Coupon Redeemable Preferred Stock,
Series A"), and no other shares of Preferred Stock shall be designated as
"Variable Coupon Redeemable Preferred Stock, Series A". Any shares of Variable
Coupon Redeemable Preferred Stock, Series A 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.
<PAGE>   2
     (2) Definitions. For purposes of the Variable Coupon Redeemable Preferred
Stock, Series A, the following terms shall have the meanings indicated:

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

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

     "Board of Directors" shall mean the board of directors of the Corporation.

     "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, U.S.A. or banking institutions duly authorized under the laws of the
     French Republic are not required to be open.

     "By-laws" means the by-laws of the Corporation as amended as of the date
     hereof and as may be amended from time to time.

     "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.

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

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

     "Dividend Payment Date" shall mean September 30, December 31, March 31 and
     June 30 of each year, commencing on June 30, 2001; provided, however, that
     (1) if any Dividend Payment Date falls on any day other than a Business
     Day, the dividend

                                       2
<PAGE>   3
     payment due on such Dividend Payment Date shall be paid on the Business Day
     immediately following such Dividend Payment Date and (2) a Dividend Payment
     Date shall also mean the date that a dividend is paid pursuant to paragraph
     (6)(a) or (6)(b), as the case may be.

     "Dividend Periods" shall mean quarterly dividend periods commencing on and
     including September 30, December 31, March 31 and June 30 of each year and
     ending on and including the day preceding the first day of the next
     succeeding Dividend Period (other than the initial Dividend Period which
     shall commence on and include the Issue Date and end on and include June
     29, 2001 and (2) any Dividend Period determined pursuant to paragraph
     (6)(a) or (6)(b), which shall end on and include the day preceding the
     Dividend Payment Date as determined pursuant to paragraph (6)(a) or (6)(b),
     as the case may be).

     "EURIBOR Determination Date" shall mean the first (1st) Business Day of any
     Dividend Period.

     "EURIBOR Rate" shall mean, as of the EURIBOR Determination Date, a rate per
     annum for three-month deposits in Euros determined by the Banking
     Federation of the European Union, which appears on Telerate Page 248 as of
     11:00 a.m., Brussels, Belgium time, on such date. If such rate does not
     appear on Telerate Page 248, the rate for the EURIBOR Determination Date
     will be determined on the basis of the rate at which deposits in Euros are
     offered by the Euro Reference Banks at approximately 9:00 a.m., Paris time,
     on that day to prime banks in the Euro Zone interbank market for a
     three-month period. The Corporation will request the principal Euro Zone
     office or London, England office of each of the Euro Reference Banks to
     provide a quotation of its rate. If at least two (2) such quotations are
     provided, the rate for that EURIBOR Determination Date will be the
     arithmetic average of the quotations carried to the fourth (4th) decimal
     point (rounded up). If fewer than two (2) quotations are provided as
     requested, the rate for that EURIBOR Determination Date will be the
     arithmetic mean of the rates quoted by three (3) major commercial banks in
     New York, New York, U.S.A. selected by the Corporation, at approximately
     9:00 a.m., New York time, on that day for loans in Euros to leading
     European banks for a three month period. In the event that rate quotes are
     not available on such date from the three (3) major commercial banks in New
     York, New York, U.S.A. selected by the Corporation, the Board of Directors
     shall be entitled to determine the EURIBOR Rate for that EURIBOR
     Determination Date on the basis of such quotations at it reasonably
     considers appropriate.

     "Euro Reference Banks" shall mean Citibank N.A., The Chase Manhattan Bank,
     Deutsche Bank AG and UBS AG, provided that at least three (3) such banks
     are in existence and if not then it means four (4) major banks in the Euro
     Zone interbank market selected by the Corporation.

     "Euro Zone" means the region of the participating member states as defined
     in Council Regulation (EC) No. 974/98 of May 3, 1998 relating to the
     introduction of the Euro.

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


                                       3
<PAGE>   4
     "5% Cumulative Preferred, Series A" shall have the meaning set forth in
     paragraph (3)(d).

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

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

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

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

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

     "Holder" and "Holders", as the case may be, shall mean France Telecom S.A.,
     a company duly organized under the laws of the French Republic and any
     Person to which shares of Variable Coupon Redeemable Preferred Stock,
     Series A shall have been transferred pursuant to and in compliance with
     paragraph (10).

     "Investment Agreement" shall mean the Investment Agreement, dated July 26,
     1999, as amended, by and between the Corporation and the Holder.

     "Issue Date" shall mean the date on which shares of Variable Coupon
     Redeemable Preferred Stock, Series A are first issued by the Corporation.

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

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

     "Liquidation Right" shall mean, for each share of Variable Coupon
     Redeemable Preferred Stock, Series A, an amount equal to $10,000.00 per
     share, plus an amount equal to all dividends (whether or not earned or
     declared) accrued and unpaid thereon to the date of final distribution to
     such holders.

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

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

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

     "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).


                                       4
<PAGE>   5
     "Person" shall mean any individual, partnership, association, joint
     venture, corporation, business, trust, joint stock company, limited
     liability company, any unincorporated organization, any other entity, a
     "group" of such persons, as that term is defined in Rule 13d-5(b) under the
     Exchange Act, or a government or political subdivision thereof.

     "Preferred Shares" shall have the meaning set forth in paragraph (8)(c).

     "Preferred Stock" shall have the meaning set forth in the first paragraph
     of this resolution.

     "Rights" shall mean rights to subscribe for or purchase shares of any class
     or series of capital stock of the Corporation, which rights are (a) deemed
     to be transferred with shares of Common Stock and (b) issued in respect of
     future issuances of Common Stock, in each case until the occurrence of
     specified events or circumstances.

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

     "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 Variable Coupon Redeemable Preferred
     Stock, Series A shall mean placing such funds in a separate account of the
     Corporation or delivering such funds to a disbursing, paying or other
     similar agent, as the case may be.

     "Share Account Pledge Agreement" shall mean the Share Account Pledge
     Agreement by and between the Corporation and France Telecom S.A.

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

     "6.5% Preferred Stock, Series A" 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 of which
     (or in which), directly or indirectly, more than 50% of (a) the issued and
     outstanding capital stock having ordinary voting power to elect a majority
     of the board of directors of such corporation (irrespective of whether at
     the time capital stock of any other class or classes of such corporation
     shall or might have voting power upon the occurrence of any contingency),
     (b) the interest in

                                       5
<PAGE>   6
     the capital or profits of such partnership, joint venture or limited
     liability company or other Person or (c) the beneficial interest in such
     trust or estate, is at the time owned by such first Person, or by such
     first Person and one or more of its other subsidiaries or by one or more of
     such Person's other subsidiaries.

     "Telerate Page 248" shall mean the display page currently so designated on
     the Dow Jones Telerate Service or any successor service or any one or more
     other page(s) as may replace that page on that service or any successor
     service, from time to time, for the purposes of displaying a comparable
     rate.

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

     "Trigger Event" shall have the meaning set forth in paragraph (8)(b).

     "Trigger Event Cure" shall have the meaning set forth in paragraph (8)(b).

     "Variable Coupon Redeemable Preferred Stock, Series A" shall have the
     meaning set forth in paragraph (1).

     (3) Rank. Any class or series of capital stock (or any options, warrants or
rights exercisable for or convertible into any such class or series of capital
stock) of the Corporation shall be deemed to rank:

         (a) prior to the Variable Coupon Redeemable Preferred Stock, Series A,
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 Variable Coupon Redeemable Preferred Stock, Series
A ("Senior Securities");

         (b) on a parity with the Variable Coupon Redeemable Preferred Stock,
Series A, either as to the payment of dividends or as to distribution 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 Variable Coupon Redeemable
Preferred Stock, Series A, if the holders of shares of Variable Coupon
Redeemable Preferred Stock, Series A and of such class of stock or series shall
be entitled by the terms thereof to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, or both, in
proportion to their respective amounts of accrued and unpaid dividends per share
or liquidation preferences, without preference or priority one over the other
and such class of stock or series is not a class of Senior Securities ("Parity
Securities"); and

         (c) junior to the Variable Coupon Redeemable Preferred Stock, Series A,
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 shares of Variable Coupon Redeemable
Preferred Stock, Series A 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").


                                       6
<PAGE>   7
         (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%
Series A") and any dividends paid on the 5% 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% 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% Series A (the 5% Series A and all such in-kind dividends
being hereinafter referred to as the "5% Preferred Stock, Series A"), (ii) the
5% Cumulative Preferred Stock, Series A of the Corporation (the "5% Cumulative
Preferred, Series A"), (iii) the 5% Cumulative Participating Convertible
Preferred Stock, Series B of the Corporation (the "5% Series B") and any
dividends paid on the 5% 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% 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%
Series B (the 5% Series B and all such in-kind dividends being hereinafter
referred to as the "5% Preferred Stock, Series B"), and (iv) the 6.5% Fixed
Coupon Redeemable Preferred Stock, Series A of the Corporation (the "6.5%
Preferred Stock, Series A") is a Parity Security. Additional Preferred shall be
Parity Securities; provided, however, that 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
the Variable Coupon Redeemable Preferred Stock, Series A pursuant to paragraph
(8)(e).

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

         (4) Dividends. (a) The Holders of shares of Variable Coupon Redeemable
Preferred Stock, Series A shall be entitled to receive, when, as and if declared
by the Board of Directors, out of funds legally available for the payment of
dividends, dividends at the quarterly rate based on the quotient of (x) the sum
of (1) the EURIBOR Rate in effect on the EURIBOR Determination Date for such
Dividend Period and (2) 2.50%, over (y) four (4), per share (assuming a
$10,000.00 face amount), payable at the option of the Corporation in (i) cash or
(ii) additional shares of Variable Coupon Redeemable Preferred Stock, Series A
(any such shares issued as dividends, collectively, the "Additional Preferred").
All dividends on the Variable Coupon Redeemable Preferred Stock, Series A, in
whatever form, shall be payable in arrears quarterly on each Dividend Payment
Date and shall be cumulative from the Issue Date, except that dividends on
Additional Preferred shall accrue from the date such Additional Preferred is
issued or would have been issued in accordance with this Certificate of
Designation if such dividends had been declared, whether or not in any Dividend
Period or Dividend Periods there shall be funds of the Corporation legally
available for the payment of such dividends. Each such dividend shall be payable
to the holders of record of shares of the Variable Coupon Redeemable

                                       7
<PAGE>   8
Preferred Stock, Series A, and Additional Preferred, as they appear on the stock
register of the Corporation at the close of business on the record date for such
dividend. Upon the declaration of any such dividend, the Board of Directors
shall fix as such record date the fifth (5th) Business Day preceding the
relevant Dividend Payment Date and shall give notice on or prior to the record
date of the form of payment of such dividend. Accrued and unpaid dividends for
any past Dividend Payment Date may be declared and paid at any time, without
reference to any Dividend Payment Date, to holders of record on such record
date, not more than forty-five (45) days nor less than five (5) Business Days
preceding the payment date thereof, as may be fixed by the Board of Directors.

         (b) For the purpose of determining the number of Additional Preferred
to be issued pursuant to paragraph (4)(a), each such Additional Preferred shall
be valued at $10,000.00 face amount. Holders of such Additional Preferred shall
be entitled to receive dividends payable at the rates specified in paragraph
(4)(a).

         (c) The dividends payable for the initial Dividend Period, or any other
period shorter or longer than a full Dividend Period, on the Variable Coupon
Redeemable Preferred Stock, Series A 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 Variable Coupon Redeemable Preferred
Stock, Series A and Additional Preferred, that may be in arrears except as
otherwise provided herein.

         (d) So long as any shares of Variable Coupon Redeemable Preferred
Stock, Series A are outstanding, no dividends, except as described in the next
succeeding sentence or solely with respect to Junior Securities as described in
paragraph (4)(e), 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 Variable Coupon Redeemable
Preferred Stock, Series A for all Dividend Periods terminating on or prior to
the date of such redemption, repurchase or other acquisition shall have been
paid or set apart for payment, (ii) sufficient funds shall have been paid or set
apart for payment of the dividend for the current Dividend Period with respect
to the Variable Coupon Redeemable Preferred Stock, Series A and (iii) the
Corporation is not in default with respect to any redemption of shares of
Variable Coupon Redeemable Preferred Stock, Series A by the Corporation pursuant
to paragraph (6). When dividends are not fully paid in Additional Preferred or
are not paid in full in cash or a sum sufficient for such payment is not set
apart for payment, as aforesaid, all dividends declared upon shares of the
Variable Coupon Redeemable Preferred Stock, Series A and all dividends declared
upon Parity Securities shall be declared ratably in proportion to the respective
amounts of dividends accumulated and unpaid on the Variable Coupon Redeemable
Preferred Stock, Series A and accumulated and unpaid on such Parity Securities.

         (e) So long as any shares of the Variable Coupon Redeemable Preferred
Stock, Series A are outstanding, no dividends (other than (i) any Rights issued
pursuant to the

                                       8
<PAGE>   9
Rights Agreement and (ii) dividends or distributions paid in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Junior
Securities) shall be declared or paid or set apart for payment or other
distribution declared or made upon Junior Securities, nor shall any Junior
Securities be redeemed, purchased or otherwise acquired (other than a
redemption, purchase, or other acquisition of shares of (A) Common Stock made
for purposes of an employee incentive or benefit plan of the Corporation or any
subsidiary of the Corporation, (B) Junior Securities made for purposes of
effecting a repurchase program of shares of Junior Securities, which program was
approved by an unanimous vote or written consent of the Board of Directors
subsequent to the date of this Certificate of Designation or (C) Junior
Securities paid in shares of, or options, warrants or rights to subscribe for or
purchase shares of, Junior Securities) (all such dividends, distributions,
redemptions, purchases or other acquisitions 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, (I) full
cumulative dividends on all outstanding shares of Variable Coupon Redeemable
Preferred Stock, Series A and all other Parity Securities shall have been paid
or set apart for payment for all past Dividend Periods and dividend periods for
such Parity Securities, (II) sufficient funds shall have been paid or set apart
for payment of the dividend for the current Dividend Period with respect to the
Variable Coupon Redeemable Preferred Stock, Series A and Parity Securities,
(III) the Corporation is not in default with respect to any redemption of shares
of Variable Coupon Redeemable Preferred Stock, Series A by the Corporation
pursuant to paragraph (6), and (IV) the Corporation has fully performed its
obligations under paragraph (6).

         (f) No dividends shall be declared, set apart for payment or paid in
respect of shares of Variable Coupon Redeemable Preferred Stock, Series A by the
Corporation pursuant to paragraph (4)(a), except in compliance with (i) Section
170 and Section 173 of the DGCL and (ii) all applicable laws, regulations
(including those of any self regulatory organization having jurisdiction over
the Corporation) and orders.

         (5) Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the Holders of shares of Variable Coupon Redeemable Preferred Stock, Series A
then outstanding, after payment shall be made or provision for payment of the
debts and other liabilities of the Corporation and the payment or distribution
of the assets of the Corporation (whether capital or surplus) shall be made to
or set apart for payment to the holders of Senior Securities and before any
payment or distribution of the assets of the Corporation (whether capital or
surplus) shall be made to or set apart for payment to the holders of Junior
Securities, shall be entitled to be paid or receive a distribution out of the
assets of the Corporation remaining available for payment or distribution to
Holders of shares of Variable Coupon Redeemable Preferred Stock, Series A equal
to 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 Variable Coupon Redeemable
Preferred Stock, Series A shall be insufficient to pay in full the preferential
amount aforesaid and liquidating payments on any Parity Securities (as set forth
in the instrument or instruments creating such Parity Securities), then such
assets, or the proceeds thereof, shall be distributed among the holders of
shares of Variable Coupon Redeemable

                                       9
<PAGE>   10
Preferred Stock, Series A and any such other Parity Securities ratably in
accordance with the respective amounts that would be payable on such shares of
Variable Coupon Redeemable Preferred Stock, Series A 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, merger or share exchange (including a
holding company merger effected pursuant to Section 251(g) of the DGCL) of the
Corporation with one or more corporations (whether or not the Corporation
remains the surviving corporation in such a transaction), or successive
consolidations, mergers or share exchanges or (ii) a sale or transfer of all or
substantially all of the Corporation's assets, shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the
Corporation.

         (b) Subject to the rights of the holders of any Parity Securities, upon
any liquidation, dissolution or winding up of the Corporation, after payment
shall have been made in full to the Holders of shares of Variable Coupon
Redeemable Preferred Stock, Series A, 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 shares of Variable Coupon Redeemable Preferred Stock, Series A shall not be
entitled to share therein.

         (c) Except as provided in this paragraph (5), Holders of shares of
Variable Coupon Redeemable Preferred Stock, Series A shall not be entitled to
any payment or distribution of the assets of the Corporation (whether capital or
surplus) in the event of any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary.

         (6) Redemption. (a) At any time during the period beginning on the
Issue Date until the Business Day immediately preceding the Mandatory Redemption
Date, the Corporation shall have the right, from time to time, to redeem the
outstanding shares of Variable Coupon Redeemable Preferred Stock, Series A, out
of funds legally available for such redemption payment, at a price equal to
$10,000.00 per share of Variable Coupon Redeemable Preferred Stock, Series A,
plus an amount equal to all accrued and unpaid dividends thereon, whether or not
declared, to, but excluding, the date fixed for such redemption, in cash,
without interest due in respect of the redemption payment.

         (b) If the Corporation shall not have redeemed all outstanding shares
of Variable Coupon Redeemable Preferred Stock, Series A pursuant to paragraph
(6)(a), to the extent the Corporation shall have funds legally available for
such redemption payment, the Corporation shall redeem all outstanding shares of
Variable Coupon Redeemable Preferred Stock, Series A on the date that is the
first (1st) anniversary of the Issue Date (the "Mandatory Redemption Date") at a
redemption price equal to $10,000.00 per share of Variable Coupon Redeemable
Preferred Stock, Series A, plus an amount equal to all accrued and unpaid
dividends thereon, whether or not declared, to, but excluding, the Mandatory
Redemption Date, without interest, in cash.

         (c) If the Corporation is unable or shall fail to discharge its
obligation to redeem all outstanding shares of Variable Coupon Redeemable
Preferred Stock, Series A pursuant to paragraph (6)(b) (a "Mandatory Redemption
Obligation"), the Mandatory Redemption Obligation shall be discharged as soon as
the Corporation is able to discharge such Mandatory Redemption Obligation
pursuant to paragraph (6)(e). If, and so long as, any Mandatory Redemption
Obligation with respect to shares of Variable Coupon Redeemable

                                       10
<PAGE>   11
Preferred Stock, Series A shall not be fully discharged, the Corporation shall
not (i) directly or indirectly, redeem, purchase, or otherwise acquire any
Parity Security or discharge any mandatory or optional redemption, sinking fund
or other similar obligation in respect of any Parity Securities (except in
connection with a redemption, sinking fund or other similar obligation to be
satisfied pro rata with shares of Variable Coupon Redeemable Preferred Stock,
Series A), or (ii) declare or make any Junior Securities Distribution (other
than (A) any Rights issued pursuant to the Rights Agreement and (B) 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 (other than a redemption, sinking fund or
other similar obligation in respect of Junior Securities (I) paid in shares of,
or options, warrants or other rights to subscribe for or purchase shares of,
Junior Securities or (II) by conversion into or exchange for Junior Securities).

         (d) For purposes of paragraph (6)(a) only, unless full cumulative
dividends (whether or not declared) on all outstanding shares of Variable Coupon
Redeemable Preferred Stock, Series A and any Parity Securities shall have been
paid or contemporaneously are declared and paid or set apart for payment for all
Dividend Periods terminating on or prior to the applicable redemption date and
notice has been given in accordance with paragraph (7), none of the shares of
Variable Coupon Redeemable Preferred Stock, Series A shall be redeemed, and no
sum shall be set apart for such payment, unless shares of Variable Coupon
Redeemable Preferred Stock, Series A are redeemed pro rata and notice has
previously been given in accordance with paragraph (7).

         (e) The Corporation shall not be required to undertake any redemption
(or pay any monies to, or make any monies available for, a sinking fund for the
redemption) of shares of Variable Coupon Redeemable Preferred Stock, Series A
pursuant to paragraph (6)(a) or (6)(b), except in compliance with (i) Section
151(b) and Section 160 of the DGCL and (ii) all applicable laws, regulations
(including those of any self regulatory organization having jurisdiction over
the Corporation) and orders.

         (f) In the event that the Corporation fails to satisfy or cause to be
satisfied its Mandatory Redemption Obligation in whole or in part pursuant to
paragraph (6)(b) and in compliance with paragraph (6)(e) and to the extent such
Mandatory Redemption Obligation is satisfied in whole or in part through the
operation of Article V of the Share Account Pledge Agreement, without further
action required or monies due or payable by or on behalf of the Corporation for
the benefit of the Holder(s), the Corporation shall be entitled, as to each
Holder, to treat as redeemed the aggregate liquidation preference of Variable
Coupon Redeemable Preferred Stock, Series A and Additional Preferred equal to
the U.S. dollar amount to which such Holder has become legally entitled and
which has been received by or on behalf of such Holder through the operation of
Article V of the Share Account Pledge Agreement (such amount to be reflected in
a per share calculation assuming a $10,000.00 face amount). In such event, each
affected Holder agrees to use its best efforts to cooperate with the Corporation
in executing such instruments (including instruments facilitating a redemption
of such preferred stock) as may be necessary to discharge any obligation with
respect to the aggregate liquidation preference of Variable Coupon Redeemable
Preferred Stock, Series A and Additional Preferred equal to the U.S. dollar
amount to which such Holder has become legally entitled and which has been


                                       11
<PAGE>   12
received by or on behalf of such Holder through the operation of Article V of
the Share Account Pledge Agreement, it being the intent of this paragraph (6)(f)
to avoid duplicative payments in respect of the same underlying obligation.

         (7) Procedures for Redemption. (a) If the Corporation shall redeem
shares of Variable Coupon Redeemable Preferred Stock, Series A pursuant to
paragraph (6)(a), notice of such redemption shall be given by or on behalf of
the Corporation by certified mail, return receipt requested, postage prepaid,
mailed not less than fifteen (15) days nor more than thirty (30) days prior to
such redemption date, to each holder of record of the shares of Variable Coupon
Redeemable Preferred Stock, Series A 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 such holder of record if the Corporation has been
furnished in writing with such facsimile address by such holder; 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 any other holders. Any notice that was mailed in the manner
herein provided shall be conclusively presumed to have been duly given on the
date mailed whether or not the holder receives the notice. Each such notice
shall state: (i) the redemption date; (ii) the number of shares of Variable
Coupon Redeemable Preferred Stock, Series A to be redeemed and, if fewer than
all the shares held by such holder are to be redeemed, the number of shares to
be redeemed from such holder; (iii) the amount payable, in cash; (iv) the place
or places where certificates for such shares are to be surrendered for payment
of the redemption price; and (v) that dividends on the shares to be redeemed
will cease to accrue as of such redemption date, except as otherwise provided
herein.

         (b) If notice has been mailed as aforesaid, from and after the
applicable redemption date (unless default shall be made by the Corporation in
providing for the payment of the redemption price of shares of Variable Coupon
Redeemable Preferred Stock, Series A called for redemption and dividends accrued
and unpaid thereon), (i) except as otherwise provided herein, dividends on
shares of Variable Coupon Redeemable Preferred Stock, Series A so called for
redemption shall cease to accrue, (ii) said shares shall no longer be deemed to
be outstanding and (iii) all rights of the Holders thereof as holders of shares
of Variable Coupon Redeemable Preferred Stock, Series A shall cease, except the
right to receive from the Corporation the redemption price, in cash, without
interest thereon, upon surrender and endorsement and to receive any accrued and
unpaid dividends payable thereon, whether or not declared.

         (c) Upon surrender in accordance with the notice given by or on behalf
of the Corporation pursuant to this paragraph (7) of the certificates for any
shares of Variable Coupon Redeemable Preferred Stock, Series A so redeemed,
properly endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice shall so state, such shares shall be redeemed by the
Corporation at the redemption price aforesaid, plus any accrued and unpaid
dividends payable thereon, whether or not declared. If fewer than all of the
outstanding shares of Variable Coupon Redeemable Preferred Stock, Series A are
to be redeemed by the Corporation, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares to be redeemed shall be
selected pro rata based on the number of shares of Variable Coupon Preferred
Stock, Series A held by such Holder on the date of the applicable Company
redemption notice with the redemption price of any fractional shares being
determined on the percentage basis the liquidation preference of such fractional
share bears to the liquidation

                                       12
<PAGE>   13
preference of a whole share of Variable Coupon Redeemable Preferred Stock,
Series A (assuming a $10,000.00 face amount). In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate shall be
issued by the Corporation, representing the non-surrendered shares without cost
to the holder thereof.

         (8) Governance. (a) The Holders of record of shares of Variable Coupon
Redeemable Preferred Stock, Series A shall not be entitled to any voting rights,
except as hereinafter provided in this paragraph (8) or as otherwise provided by
applicable law.

         (b) If and whenever either (i) the Corporation shall have failed to
discharge its Mandatory Redemption Obligation, or (ii) there occurs a Bankruptcy
Event (any such event described in the preceding subparagraphs (i) and (ii)
being hereinafter referred to as a "Trigger Event"), a vote of the Holders (in
respect of which a majority shall be necessary for approval of matters submitted
to Holders) of shares of Variable Coupon Redeemable Preferred Stock, Series A,
voting together as a single class, will be required on all matters brought to
stockholders of the Corporation. Whenever the Corporation shall have fulfilled
its Mandatory Redemption Obligation and all Bankruptcy Events shall have been
cured (the "Trigger Event Cure"), then the right of the Holders of shares of
Variable Coupon Redeemable Preferred Stock, Series A to vote as described in
this paragraph (8)(b) shall cease, but subject always to the same provisions for
the vesting of such voting rights if any Trigger Event occurs.

         (c) Upon the occurrence of any Trigger Event, the number of directors
then constituting the Board of Directors shall be increased by two (2) and the
Holders of shares of Variable Coupon Redeemable Preferred Stock, Series A,
together with the holders of the 13% Preferred Stock, 5% Preferred Stock, Series
A, 5% Cumulative Preferred, Series A, 5% Preferred Stock, Series B and 6.5%
Preferred Stock, Series A and shares of any other series of Preferred Stock
(including, without limitation, Additional Preferred) upon which like rights to
vote for the election of two (2) additional directors have been conferred and
are exercisable (resulting from either the failure to pay dividends (except with
respect to the Variable Coupon Redeemable Preferred Stock, Series A, Additional
Preferred and 6.5% Preferred Stock, Series A), the failure to redeem or the
occurrence of a Bankruptcy Event) (the Variable Coupon Redeemable Preferred
Stock, Series A, the Additional Preferred and any such other series having such
rights are collectively referred to as the "Preferred Shares"), voting together
as a single class regardless of class or series, shall be entitled to elect the
two (2) additional directors to serve on the Board of Directors at any annual
meeting of stockholders or special meeting held in place thereof, or at a
special meeting of the holders of the Preferred Shares, called as hereinafter
provided. Whenever all arrears in dividends on the Preferred Shares (except with
respect to the Variable Coupon Redeemable Preferred Stock, Series A, Additional
Preferred and 6.5% Preferred Stock, Series A) then outstanding shall have been
paid (as set forth in the instruments creating such Preferred Shares, except
with respect to the Variable Coupon Redeemable Preferred Stock, Series A,
Additional Preferred and 6.5% Preferred Stock, Series A) and dividends thereon
for the current quarterly dividend period shall have been paid or declared and
set apart for payment (as set forth in the instruments creating such Preferred
Shares, except with respect to the Variable Coupon Redeemable Preferred Stock,
Series A, Additional Preferred and 6.5% Preferred Stock, Series A), the
Corporation shall have fulfilled any redemption obligation in respect of the
Preferred Shares, and the Trigger Event Cure has occurred, then the right of the
holders of Variable Coupon Redeemable Preferred Stock, Series A and the
Preferred Shares to elect such additional

                                       13
<PAGE>   14
two (2) directors shall cease, but subject always to the same provisions for the
vesting of such voting rights if any Trigger Event occurs, and the terms of
office of all persons elected as directors by the holders of Variable Coupon
Redeemable Preferred Stock, Series A and the Preferred Shares shall forthwith
terminate and the number of members of the Board of Directors shall be reduced
accordingly. At any time after such voting power shall have been so vested in
holders of shares of Variable Coupon Redeemable Preferred Stock, Series A and
the Preferred Shares, the Secretary of the Corporation may, and upon the written
request of any Holder of shares of Variable Coupon Redeemable Preferred Stock,
Series A, addressed to the Secretary of the Corporation at the principal office
of the Corporation, shall, call a special meeting of the holders of shares of
Variable Coupon Redeemable Preferred Stock, Series A and of the Preferred Shares
for the election of the two (2) directors to be elected by them as herein
provided, such call to be made by notice similar to that provided in the By-laws
of the Corporation for a special meeting of the stockholders of the Corporation
or as required by applicable law. If any such special meeting required to be
called as above provided shall not be called by the Secretary of the Corporation
within twenty (20) days after receipt of any such request meeting the
requirements above, then any Holder of outstanding shares of Variable Coupon
Redeemable Preferred Stock, Series A may call such meeting, upon the notice
provided above, and for that purpose shall have reasonable access to the stock
register of the Corporation in accordance with the By-laws of the Corporation
and applicable law. The directors elected at any such special meeting shall hold
office until the next annual meeting of the stockholders of the Corporation or
special meeting held in lieu thereof if such office shall not have previously
terminated as provided above. If any vacancy shall occur among the directors
elected by the holders of shares of Variable Coupon Redeemable Preferred Stock,
Series A and the Preferred Shares, a successor shall be elected by the Board of
Directors, upon the nomination of the then-remaining director elected by the
holders of shares of Variable Coupon Redeemable Preferred Stock, Series A and
the Preferred Shares or the successor of such remaining director, to serve until
the next annual meeting of the stockholders of the Corporation or special
meeting held in place thereof if such office shall not have previously
terminated as provided above.

         (d) Without the written consent of the Holders of at least 66 2/3% in
liquidation preference of the outstanding shares of Variable Coupon Redeemable
Preferred Stock, Series A or the vote of Holders of at least 66 2/3% in
liquidation preference of the outstanding shares of Variable Coupon Redeemable
Preferred Stock, Series A at a meeting of Holders of shares of Variable Coupon
Redeemable Preferred Stock, Series A called for such purpose, the Corporation
will not amend, alter or repeal any provision of the Certificate of
Incorporation (by merger or otherwise), so as to adversely affect the
preferences, rights or powers of the Variable Coupon Redeemable Preferred Stock,
Series A; provided that any such amendment that changes the dividend payable on
or the liquidation preference of, the Variable Coupon Redeemable Preferred
Stock, Series A shall require the unanimous affirmative vote at a meeting of
Holders of shares of Variable Coupon Redeemable Preferred Stock, Series A called
for such purpose or written consent of the Holder of each share of Variable
Coupon Redeemable Preferred Stock, Series A.

         (e) Without the written consent of the Holders of at least 66 2/3% in
liquidation preference of the outstanding shares of Variable Coupon Redeemable
Preferred Stock, Series A or the vote of Holders of at least 66 2/3% in
liquidation preference of the outstanding shares of Variable Coupon Redeemable
Preferred Stock, Series A at a meeting of the Holders of shares of Variable
Coupon Redeemable Preferred Stock, Series A called for such purpose, the
Corporation

                                       14
<PAGE>   15
will not issue any additional shares of Variable Coupon Redeemable Preferred
Stock, Series A 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 (8)(e) shall not limit the right of the Corporation
to (i) issue Additional Preferred as dividends pursuant to paragraph (4), (ii)
issue shares of preferred stock as in-kind dividends on 5% Preferred Stock,
Series A and 5% Preferred Stock, Series B which shares of preferred stock would
have terms substantially identical to the 5% Series A and 5% Series B, as the
case may be, or (iii) issue Parity Securities or Senior Securities in order to
refinance, redeem or refund the 13% Preferred, 5% Preferred Stock, Series A, 5%
Cumulative Preferred, Series A, 5% Preferred Stock, Series B, or 6.5% Preferred
Stock, Series A; provided that the maximum value 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 or, in the case of an unaudited consolidated balance sheet of the
Corporation, prepared on a basis consistent with the Corporation's prior
practice and in each case, except as may be indicated in the notes thereto,
shall not exceed in the aggregate, the aggregate value of the 13% Preferred, 5%
Preferred Stock, Series A, 5% Cumulative Preferred, Series A, 5% Preferred
Stock, Series B, or 6.5% Preferred Stock, Series A, respectively, as reflected
on the Corporation's consolidated balance sheet as contained in the report
(including all amendments and supplements thereto) 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.

         (f) In exercising the voting rights set forth in this paragraph (8),
each share of Variable Coupon Redeemable Preferred Stock, Series A shall have
one vote per share, except that when any other series of Preferred Shares shall
have the right to vote with the Variable Coupon Redeemable Preferred Stock,
Series A as a single class on any matter, then the Variable Coupon Redeemable
Preferred Stock, Series A and one or more other series of Preferred Shares shall
have with respect to such matters one (1) vote per $1,000.00 of stated
liquidation preference. Except as otherwise required by applicable law or as set
forth herein, the shares of Variable Coupon Redeemable Preferred Stock, Series A
shall not have any relative, participating, optional or other special voting
rights and powers and the consent of the Holders thereof shall not be required
for the taking of any corporate action.

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

         (b) The shares of Variable Coupon Redeemable Preferred Stock, Series A
shall bear the following legend:

          THE SHARES OF PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF NTL
          INCORPORATED (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, AND ANY APPLICABLE STATE SECURITIES
          LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
          THE TRANSFER OF THE PREFERRED STOCK EVIDENCED BY THIS CERTIFICATE IS
          SUBJECT TO THE

                                       15
<PAGE>   16
          RESTRICTIONS ON TRANSFER PROVIDED FOR IN (1) THE TERM SHEET DESCRIBING
          THE PREFERRED STOCK ATTACHED AS AN EXHIBIT TO THE SHARE PURCHASE
          AGREEMENT, DATED AUGUST 4, 2000, AS AMENDED, BY AND AMONG NTL
          INCORPORATED, FRANCE TELECOM S.A., MORGAN STANLEY DEAN WITTER CAPITAL
          PARTNERS IV, LLC AND SUEZ-LYONNAISE DES EAUX S.A. AND (2) THE
          CERTIFICATE OF DESIGNATION UNDER WHICH THE PREFERRED STOCK WAS ISSUED,
          A COPY OF EACH OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF NTL
          INCORPORATED AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF
          SUCH PREFERRED STOCK UPON WRITTEN REQUEST TO NTL INCORPORATED.

         (c) Upon any transfer of shares of Variable Coupon Redeemable Preferred
Stock, Series A permitted under paragraph (10) and applicable federal and state
securities laws, 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 and substance 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 written evidence satisfactory to the Corporation
demonstrating that such taxes have been paid or satisfied). All certificates so
surrendered shall be canceled by the Corporation or the transfer agent.

         (d) As promptly as practicable after the surrender by a Holder of a
certificate evidencing a greater number of shares of Variable Coupon Redeemable
Preferred Stock, Series A than the Corporation is redeeming in the case of a
redemption by the Corporation of shares of Variable Coupon Redeemable Preferred
Stock, Series A pursuant to paragraph (6)(a) or upon any transfer of shares of
Variable Coupon Redeemable Preferred Stock, Series A permitted under paragraph
(10) and applicable federal and state securities laws, the Corporation shall
issue and shall deliver to the applicable Person, or on the Person's written
order another Person, a certificate or certificates (which certificate or
certificates shall have the legend set forth in paragraph (9)(b)) representing
the number of shares of Variable Coupon Redeemable Preferred Stock, Series A
held by such Person as a result of such transaction.

         (10) Transfer Restrictions. The Holder (or any permitted transferee of
the Holder) shall not sell or transfer or authorize the sale or transfer of any
shares of Variable Coupon Redeemable Preferred Stock, Series A to any Person,
other than (a) Compagnie Generale des Communications S.A. or (b) a wholly owned
direct or indirect subsidiary of the Holder based in one of the countries of the
European Union meeting the requirements with respect to credit rating described
in Section 5.12(f) of the Investment Agreement; provided that such transfer to
such Affiliate of the Holder will not (i) in the reasonable judgment of the
Holder result in an adverse effect on the credit rating of the Corporation or
NTL Communications Corp. and (ii) adversely affect the Corporation from a
regulatory perspective. Any attempted transfer or transfer of shares of Variable
Coupon Redeemable Preferred Stock, Series A not satisfying the requirements of
this paragraph (10) shall be null and void ab initio and will not be recognized
by the Corporation or recorded on the stock register of the Corporation and any
such transferee will not have any rights under this Certificate of Designation
or otherwise with respect to such shares of Variable Coupon Redeemable Preferred
Stock, Series A."




                                       16
<PAGE>   17
         IN WITNESS WHEREOF, NTL Incorporated has caused this Certificate of
Designation to be signed by the undersigned this 17th day of May 2001.


                                NTL INCORPORATED

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





                                       17