<PAGE>

EXHIBIT 3.2a

                              ARTICLES OF AMENDMENT

                            OF ARTICLES SUPPLEMENTARY

                                       OF

                         SPECIALTY MORTGAGE TRUST, INC.

                       CLASS A CONVERTIBLE PREFERRED STOCK
                           (PAR VALUE $.01 PER SHARE)

                   [Filed in the Maryland State Department of
                   Assessments and Taxation on June 19, 2001.]

        Specialty Mortgage Trust, Inc., a Maryland corporation (hereinafter
called the "Corporation"), having its principal office in Baltimore, Maryland,
hereby certifies to the Department of Assessments and Taxation of the State of
Maryland that:

        FIRST: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article VI of the Charter of the Corporation, the Board of
Directors duly divided and classified 5,000,000 shares of the capital stock of
the Corporation into a series designated Class A Convertible Preferred Stock and
provided for the issuance of such series.

        SECOND: The Corporation filed Articles Supplementary on January 30, 1998
with the Maryland Department of Assessments and Taxation, which Articles
Supplementary set forth the terms of the Class A Convertible Preferred Stock.

        THIRD: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article VI of the Charter of the Corporation, the Board of
Directors has, with the required consent of existing holders of shares of the
Class A Convertible Preferred Stock, duly divided and classified an additional
5,000,000 shares of the capital stock of the Corporation into 5,000,000 shares
of Class A Convertible Preferred Stock and has provided for the issuance of such
shares, bringing the total shares of authorized Class A Convertible Preferred
Stock to 10,000,000.

        FOURTH: The Board of Directors authorized the filing of Amended and
Restated Articles Supplementary to amend the terms of Class A Convertible
Preferred Stock only to the extent necessary to reflect the increased number of
shares of such Preferred Stock.

        FIFTH: The terms of the Class A Convertible Preferred Stock as set by
the Board of Directors are amended and restated in their entirety as follows:

        Section 1. Designation and Amount; Fractional Shares; Par Value. There
shall be a class of Preferred Stock of the Corporation designated as "Class A
Convertible Preferred Stock" and the number of shares constituting such series
shall be 10,000,000. The Class A Convertible Preferred Stock is issuable solely
in whole shares that shall entitle the holder thereof to exercise the voting
rights, to participate in the distributions and to have the benefit of all other
rights of holders of Class A Convertible Preferred Stock as set forth herein and
in the Charter. The par value of each share of Class A Convertible Preferred
Stock shall be $0.01. The shares of Class A Convertible Preferred Stock are
being offered for sale in a private placement (the "Placement").

        Section 2. Dividends. The holders of Class A Convertible Preferred Stock
shall be entitled to receive, when and as declared by the Board of Directors out
of funds legally available for such purpose, cash dividends in such amounts as
the Board of Directors may from time to time determine in order to satisfy the
dividend distribution



                                       20
<PAGE>

requirements applicable to "real estate investment trusts" under the provisions
of the Internal Revenue Code of 1986, as it may be amended, or for such other
purpose as the Board of Directors may deem appropriate.

        In no event, so long as any Class A Convertible Preferred Stock shall
remain outstanding, shall any dividend whatsoever be declared or paid upon, nor
shall any distribution be made upon, any Common Stock or any other class or
series of capital stock that ranks junior to the Class A Convertible Preferred
Stock as to dividends, nor (without the written consent of the holders of 66
2/3% of the outstanding Class A Convertible Preferred Stock) shall any shares of
Common Stock or such other class or series of capital stock be purchased or
redeemed by the Corporation, nor shall any moneys be paid to or made available
for a sinking fund for the purchase or redemption of any shares of Common Stock,
unless in each instance the price paid for such purchase or redemption does not
exceed $0.01 per share (adjusted for any subsequent dividends or distributions
payable in Common Stock or such other class or series of capital stock or any
subdivision or combination or reclassification of Common Stock or such other
class or series of capital stock).

        Section 3. Liquidation Preference. Subject to the prior payment in full
of the preferential amounts to which shares of any other series or class of
stock of the Corporation ranking, as to distributions upon any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary
(any such event, a "Liquidation"), senior to the Class A Convertible Preferred
Stock, are entitled in the event of any Liquidation, each holder of a Class A
Convertible Preferred Stock shall be entitled to receive, and be paid out of the
assets of the Corporation available for distribution to its stockholders, a
liquidation preference in the amount of $10.00 per share, plus all declared and
unpaid dividends on such share (the "Liquidation Preference"). If upon any
Liquidation the amounts payable with respect to the Liquidation Preference of
the Class A Convertible Preferred Stock and any shares of a class or series of
the Corporation's stock ranking on a parity with the Class A Convertible
Preferred Stock as to distributions upon such Liquidation ("Parity Stock") are
not paid in full, the holders of Class A Convertible Preferred Stock and of such
shares of Parity Stock will share pro rata in the amounts payable and other
property distributable with respect to such Liquidation so that the per share
amounts to which the holders of Class A Convertible Preferred Stock and the
holders of such shares of Parity Stock are entitled will in all cases bear to
each other the same ratio that the liquidation preferences of the Class A
Convertible Preferred Stock and such shares of Parity Stock bear to each other.
Following the payment of all of the Liquidation Preference, to the extent of any
remaining assets, the holders of the Class A Convertible Preferred Stock and the
holders of the Common Stock of the Corporation will share the remaining amounts
payable and other property distributable with respect to such Liquidation
equally per share, with each share of Class A Convertible Preferred Stock being
treated for such purposes as if it had been converted on the day immediately
prior to the commencement of the Liquidation into the number of shares of Common
Stock that would be issuable at such time pursuant to Section 4(a)(i). Neither a
consolidation or merger of the Corporation with or into another corporation, nor
a merger of any other corporation with or into the Corporation, nor the sale of
all or substantially all of the Corporation's property or business (other than
in connection with a winding up of its business) will be considered a
Liquidation for purposes of this Section.

        Section 4. Conversion Provisions.

        (a) Conversion Events.

                (i) Automatic Conversion. Notwithstanding anything to the
contrary contained in this Section, each share of Class A Convertible Preferred
Stock shall automatically be converted into that number of fully paid and
nonassessable shares of Common Stock, or such other securities and property as
hereinafter provided (calculated as to each conversion to the nearest 1/100th of
a share with .5/100 rounded upwards), equal to one times the ratio (the
"Conversion Ratio") of (A) $10.00, divided by (B) the Conversion Price. The
conversion shall occur upon the earlier to occur of the following: (i) the date
of the closing of a firm commitment underwritten public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
covering the offer and sale of Common Stock for the account of the Corporation
to the public resulting in gross proceeds to the Corporation of at least $20
million and at a price per share of at least $10.00 or such lesser amount of
proceeds and/or lower price per share as may be approved by two-thirds of the
voting power of the Preferred Stock (a "Qualified IPO"), (ii) after March 31,
2000 when and if the return on equity for the previous four quarters exceeds
13%, or (iii) after March 31, 2001 when



                                       21
<PAGE>

and if the return on equity for the previous four quarters exceeds 12%. A
conversion pursuant to clause (i) shall be deemed to occur at the time the
closing is complete and a conversion pursuant to clause (ii) or (iii) shall be
deemed to occur at 12:01 a.m. on the first day of the quarter following the four
quarters referred to in such clauses. Return on equity is calculated for the
previous four quarters by dividing the Company's Taxable Income for the period
by its Average Net Worth for the quarter. For such calculations, the "Taxable
Income" of the Company means the taxable income of the Company determined in
accordance with GAAP after the Manager's incentive compensation, but before the
deduction for dividends paid and net operating loss deductions arising from
losses in prior periods. A deduction for the Company's interest expenses for
borrowed money is taken when calculating Taxable Income. "Average Net Worth" for
any period means the arithmetic average of the sum of the net proceeds from any
offering of its equity securities by the Company, after deducting expenses and
costs relating to the offering, plus the Company's retained earnings (without
taking into account any losses incurred in prior periods and excluding amounts
reflecting taxable income to be distributed as dividends and amounts reflecting
valuation allowance adjustments) computed by taking the daily average of such
values during such period. Return on equity for purposes of this calculation is
not related to the actual distributions received by stockholders. For purposes
of the Class A Convertible Preferred Stock, "Conversion Price" shall initially
mean $10.00 until such Conversion Price is adjusted in accordance with the
provisions of Section 4(d) hereof and thereafter shall mean the Conversion Price
in effect from time to time as adjusted. Except as specifically provided in
Section 4(d) hereof, there shall be no adjustment of the Conversion Price in
case of the issuance of any securities of the Corporation. All adjustments in
the Conversion Price shall be rounded to the nearest whole cent, with one-half
cent rounded upwards.

                (ii) Optional Conversion. Each holder of shares of Class A
Convertible Preferred Stock shall have the right, at such holder's option, to
convert all or a portion of the shares held, at any time or from time to time
following the date occurring three years after the last closing under the
Placement into that number of fully paid and nonassessable shares of Common
Stock, or such other securities and property as hereinafter provided (calculated
as to each conversion to the nearest 1/100th of a share, with .5/100 rounded
upwards), determined by multiplying the aggregate number of shares of Class A
Convertible Preferred Stock being converted at such time by such holder, by the
Conversion Ratio.

        (b) Conversion Procedures. Any holder of shares of Class A Convertible
Preferred Stock desiring to convert shares pursuant hereto shall surrender the
certificate or certificates evidencing such shares to the Corporation at its
principal office (or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the holder or holders of the
Class A Convertible Preferred Stock) at any time during its usual business hours
which certificate or certificates, if the Corporation shall so require, shall be
duly endorsed to the Corporation or in blank, or accompanied by proper
instruments of transfer to the Corporation or in blank, accompanied by (i) an
irrevocable written notice to the Corporation that the holder elects to convert
such shares and specifying the name or names (with address or addresses) in
which a certificate or certificates evidencing shares of Common Stock are to be
issued and (ii) if required pursuant to Section 4(f), an amount sufficient to
pay any transfer or similar tax (or evidence reasonably satisfactory to the
Corporation demonstrating that such taxes have been paid).

        The Corporation shall, as soon as practicable after effectiveness of
conversion of shares of Class A Convertible Preferred Stock and compliance with
the other conditions herein contained, deliver to the holder whose shares of
Class A Convertible Preferred Stock are so converted, or to the nominee or
nominees of such person, certificates evidencing the number of full shares of
Common Stock to which such person shall be entitled, together with a cash
payment in respect of any fraction of a share of Common Stock as hereinafter
provided. The conversion pursuant to Section 4(a)(i) shall be deemed to have
been effected at the time and on the date therein specified. Subject to the
following provisions of this paragraph, each conversion pursuant to Section
4(a)(ii) shall be deemed to have been effected immediately prior to the close of
business on the date on which the certificates for shares of Class A Convertible
Preferred Stock to be converted shall have been surrendered together with the
irrevocable written notice and the payment of taxes (if applicable), all as
provided in this Section 4(b), and the person or persons entitled to receive the
Common Stock deliverable upon conversion of such Class A Convertible Preferred
Stock shall be treated for all purposes as the record holder or holders of such
Common Stock at such time on such date, unless the stock transfer books of the
Corporation shall be closed on such date, in which event such person or persons
shall be



                                       22
<PAGE>

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 at the Conversion Ratio in effect on the date on which such
shares shall have been surrendered and the other conditions specified above have
been satisfied. Notwithstanding the preceding sentence, in the event that at the
time of surrender of shares of Class A Convertible Preferred Stock for
conversion pursuant to Section 4(a)(ii) the Corporation has an effective
registration statement covering such conversion to Common Stock, the holder so
surrendering shares for conversion shall have the right to rescind such election
to convert (by delivering a written notice to that effect to the Corporation at
the office at which such shares were surrendered) for a period ending at the
close of business on the fifth business day after the Corporation shall have
mailed (for overnight delivery if possible) to such holder at its last address
as it shall appear upon the stock transfer books of the Corporation a copy of
the Prospectus covering such conversion. No holder of Class A Convertible
Preferred Stock shall have any rights as a holder of Common Stock (or any other
securities into which the Class A Convertible Preferred Stock may become
convertible) unless and until such conversion has been effected.

        The holder of a share of Class A Convertible Preferred Stock at the
close of business on a record date shall be entitled to receive the dividend
payable thereon on the corresponding dividend payment date notwithstanding the
conversion thereof during the period between the record date with respect to
such dividend and the corresponding dividend payment date or the Corporation's
default in the payment of the dividend due on such dividend payment date. Except
as provided in the preceding sentence, no payments or adjustments in respect of
dividends on shares of Class A Convertible Preferred Stock converted or on
account of any dividend on the Common Stock issued upon conversion shall be made
upon the conversion of any shares of Class A Convertible Preferred Stock.

        (c) No Fractional Shares. No fractional shares or scrip representing
fractional shares of Common Stock shall be issued upon conversion of Class A
Convertible Preferred Stock. If a certificate or certificates representing more
than one share of Class A Convertible Preferred Stock shall be surrendered for
conversion at one time by the same record 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 Class A Convertible Preferred Stock so
surrendered by such record holder as provided in Section 4(b). In lieu of any
fractional share of Common Stock that would otherwise be issuable upon
conversion of any shares of Class A Convertible Preferred Stock, the Corporation
shall pay a cash adjustment in respect of such fractional share in an amount
equal to the same fraction of the current fair market value of the Common Stock
on the day immediately preceding the date of conversion, as determined by the
Board of Directors.

        (d) Adjustments to Conversion Price; Fundamental Change.

                (i) Changes in Capital Stock. If, after the issuance of any
shares of Class A Convertible Preferred Stock, the Corporation:

                        (A) subdivides its outstanding shares of Common Stock
                into a greater number of shares; or

                        (B) combines its outstanding shares of Common Stock into
                a smaller number of shares; or

                        (C) issues, by any dividend or distribution to the
                holders of Common Stock, shares of Common Stock; or

                        (D) issues, by reclassification of its Common Stock, any
                shares of its capital stock;

then the conversion rights and the Conversion Price in effect immediately prior
to such action shall be adjusted so that the holder of shares of Class A
Convertible Preferred Stock thereafter converted may receive the number of
shares of capital stock of the Corporation which such holder would have owned
immediately following such action if such holder had converted the shares of
Class A Convertible Preferred Stock immediately prior to such



                                       23
<PAGE>

action. The adjustment shall become effective immediately after the effective
date of the subdivision, combination, issuance or reclassification.

        If after an adjustment a holder of shares of Class A Convertible
Preferred Stock upon conversion of such shares may receive shares of two or more
classes of capital stock of the Corporation, the Conversion Price shall
thereafter be subject to adjustment upon the occurrence of an action taken with
respect to any such class of capital stock as is contemplated by this Section
4(d) with respect to Common Stock, on terms comparable to those applicable to
Common Stock in this Section 4(d).

                (ii) Anti-dilution Provision. If the Corporation shall issue any
class or series of capital stock of the Corporation that ranks junior to the
Class A Convertible Preferred Stock at a price per share less than the greater
of (A) $10.00 and (B) the Fair Market Value per share of such capital stock
(such greater amount being hereinafter referred to as the "Base Price"), then
the Conversion Price in effect at the opening of business on the day next
following such issuance shall be adjusted to equal the price determined by
multiplying (I) the Conversion Price in effect immediately prior to the opening
of business on the day next following such issuance by (II) a fraction, the
numerator of which shall be the sum of (x) the number of shares of all classes
and series of capital stock outstanding on the close of business on the day next
preceding the day of such issuance and (y) the number of shares that could be
purchased at the Base Price from the aggregate proceeds to the Corporation from
the issuance of such new shares of capital stock, and the denominator of which
shall be the sum of (xx) the number of shares of all classes and series of
capital stock outstanding on the close of business on the day next preceding the
day of such issuance and (yy) the number of additional shares of capital stock
being issued; provided, however, that no adjustment to the Conversion Price
shall be made as a result of a Qualified IPO. For purposes of this subsection,
"Fair Market Value" shall mean, as to any class or series of capital stock that
is not publicly traded, the fair value of the shares of such class or series as
determined reasonably and in good faith by a majority of the Board of Directors
of the Corporation including a majority of the Independent Directors (as defined
in the Corporation's Bylaws) and, as to publicly traded securities, shall mean
the average of the daily Current Market Prices of a share of such capital stock
during five (5) consecutive trading days selected by the Corporation commencing
not more than twenty (20) trading days before, and ending not later than the
effective day of the Conversion Price adjustment pursuant to this subsection.
"Current Market Price" of publicly traded securities for any day shall mean the
closing price, regular way on such day, or, if no sale takes place on such day,
the average of the reported closing bid and asked prices regular way on such
day, in either case as reported on the Nasdaq National Market or the principal
national securities exchange on which such securities are listed or admitted for
trading, or if not so quoted, listed or admitted, the average of the closing bid
and asked prices on such day in the over-the-counter market as reported by
Nasdaq.

                (iii) De Minimis Adjustments. If the amount of any adjustment of
the Conversion Price required pursuant to this Section 4(d) would be less than
one percent (1%) of the Conversion Price in effect at the time such adjustment
is otherwise so required to be made, no adjustment to the Conversion Price shall
be made and such amount shall be carried forward and an adjustment with respect
thereto made at the time of and together with any subsequent adjustment which,
together with such amount and any other amounts so carried forward, shall
aggregate at least one percent (1%) of such Conversion Price.

                (iv) Reorganization. If a Change of Control shall occur with
respect to the Corporation or if the Corporation is a party to a consolidation
or a merger or other combination, or transfers all or substantially all of its
assets as an entirety (any such Change of Control, consolidation, merger,
combination or transfer being hereinafter referred to as a "Fundamental
Change"), each holder of Class A Convertible Preferred Stock shall be given the
option to elect to receive either (i) the kind and amount of securities, cash or
other assets which such holder would have received immediately after the
Fundamental Change if such holder had converted such shares of Class A
Convertible Preferred Stock immediately before the effective date of the
Fundamental Change or (ii) the Liquidation Preference of such shares of Class A
Convertible Preferred Stock. No later than the twentieth day after the day the
Corporation mails notice of a proposed Fundamental Change or the occurrence of a
Fundamental Change, as required under Section 4(g), each holder of Class A
Convertible Preferred Stock shall mail to the Corporation its election to
receive the amounts specified under either (i) or (ii) above. If no election is
timely mailed by a holder, the Corporation shall determine in its sole
discretion whether such holder receives the amounts under (i) or (ii). For
purposes of this



                                       24
<PAGE>

subsection (d)(iv), a "Change of Control" shall be deemed to occur if, and only
if, during any period of two consecutive years (not including any period prior
to the initial closing of the Placement), individuals who at the beginning of
such period constitute the Board of Directors and any new director, (i) whose
election by the Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved
or (ii) whose election is to replace a person who ceases to be a director due to
heath, disability or age, cease for any reason to constitute a majority of the
Board of Directors.

        (e) Adjustment Reports. Whenever any adjustment is required in the
shares into which any share of Class A Convertible Preferred Stock is
convertible, the Corporation shall cause a notice of such adjustment, setting
forth the adjusted Conversion Price and the calculation thereof to be mailed to
the holders of record of shares of Class A Convertible Preferred Stock at their
address as shown on the stock transfer books of the Corporation.

        (f) Reservation of Shares; Transfer Taxes; Etc. The Corporation shall at
all times reserve and keep available, out of its authorized and unissued stock,
solely for the purpose of effecting the conversion of the Class A Convertible
Preferred Stock, such number of shares of its Common Stock free of preemptive
rights as shall from time to time be sufficient to effect the conversion of all
shares of Class A Convertible Preferred Stock from time to time outstanding. The
Corporation shall from time to time, in accordance with the laws of the State of
Maryland, increase the authorized number of shares of Common Stock if at any
time the number of shares of authorized and unissued Common Stock shall not be
sufficient to permit the conversion of all the then outstanding shares of Class
A Convertible Preferred Stock.

        The Corporation shall pay any and all issue or other taxes that may be
payable in respect of any issue or delivery of Common Stock upon conversion of
the Class A Convertible Preferred Stock. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue or delivery of Common Stock (or other securities or assets) in a
name other than that in which the shares of Class A Convertible Preferred Stock
so converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Corporation the
amount of such tax or has established, to the satisfaction of the Corporation,
that such tax has been paid.



                                       25
<PAGE>

        (g) Prior Notice of Certain Events. In case:

                        (i) the Corporation proposes to take any action that
                would require an adjustment pursuant to Section 4(d) hereof; or

                        (ii) the Corporation proposes to take any action that
                would require any person to make provisions in a certificate or
                articles of incorporation or other constituent document as
                contemplated by Section 4(d) hereof; or

                        (iii) of a proposed Liquidation or a Fundamental Change;

then the Corporation shall cause to be mailed to the holders of record of the
Class A Convertible Preferred Stock at their last addresses as they appear upon
the stock transfer books of the Corporation, at least twenty days prior to the
proposed effective date of the event being reported, or, if such event takes
place without prior notice to or knowledge of the Corporation, within five days
after the actual effective date, a notice summarizing the material terms of such
event and stating the proposed or actual effective date (but no failure to mail
such notice or any defect therein or in the mailing thereof shall effect the
validity of the corporate action required to be specified in such notice).

        Section 5. Voting Rights. The holders of Class A Convertible Preferred
Stock and Common Stock shall vote together as a class for the election of all
the directors of the Corporation and, except as otherwise provided by law, the
Charter or the terms of the Class A Convertible Preferred Stock, on all other
matters to be voted on by the stockholders of the Corporation on the following
basis: (1) each holder of Class A Convertible Preferred Stock shall be entitled
to one vote for each share of Common Stock which would be issuable to such
holder upon the conversion of all the shares of Class A Convertible Preferred
Stock so held on the record date for the determination of stockholders entitled
to vote, and (2) each holder of Common Stock shall be entitled to one vote per
share; provided, however, that:

                (i) the holders of Class A Convertible Preferred Stock and the
        holders of Common Stock will be entitled to vote as separate classes for
        any proposed merger, consolidation or sale of the assets of the Company
        as an entirety, but only if at the time of such proposal, one person or
        group of persons is the "beneficial owner" (as determined under the
        rules of Regulation 13D-G under the Securities Exchange Act of 1934, as
        amended) of more than 66 2/3% of the Preferred Stock;

                (ii) the holders of Class A Convertible Preferred Stock and the
        holders of Common Stock will be entitled to vote as separate classes for
        any stock splits, reverse stock splits, or other amendments to the
        Charter which in any way adversely affects the respective preferences,
        qualifications, special or relative rights or privileges of the Common
        Stock.

        Section 6. Restrictions. At any time when shares of Class A Convertible
Preferred Stock are outstanding, except where the vote or written consent of the
holders of a greater number of shares of the Corporation is required by law or
by the Charter or the terms of the Class A Convertible Preferred Stock, and in
addition to any other vote required by law, without the prior consent of the
holders of sixty-six and two-thirds percent (66 2/3%) of the outstanding Class A
Convertible Preferred Stock, given in person or by proxy, either in writing or
at a special meeting called for that propose, at which meeting the holders of
the shares of such Class A Convertible Preferred Stock shall vote together as a
class:

        (a) The Corporation will not create or issue any additional class or
series of capital stock or any securities convertible into any additional class
or series of capital stock unless such additional class or series of capital
stock ranks junior to the Class A Convertible Preferred Stock both as to
dividends and as to the distribution of the assets on Liquidation or increase
the authorized amount of the Class A Convertible Preferred Stock or increase the
authorized amount of any additional class or series of capital stock unless the
same ranks junior to the Class A Convertible Preferred Stock both as to
dividends and as to the distribution of assets on Liquidation, whether any such



                                       26
<PAGE>

creation or authorization or increase shall be by means of amendment of the
Charter or the terms of the Class A Convertible Preferred Stock, merger,
consolidation or otherwise.

        (b) The Corporation will not amend, alter or repeal the terms of the
Class A Convertible Preferred Stock in any way or amend the Charter in any way
which adversely affects the respective preferences, qualifications, special or
relative rights or privileges of the Class A Convertible Preferred Stock.

        Section 7. Ranking Upon Liquidation. Any class or series of capital
stock of the Corporation shall be deemed to rank:

                (i) senior to the Class A Convertible Preferred Stock, as to
        dividends or upon Liquidation, if the holders of such class or series
        shall be entitled to the receipt of dividends or of amounts
        distributable upon Liquidation, as the case may be, in preference or
        priority to the holders of Class A Convertible Preferred Stock;

                (ii) on a parity with the Class A Convertible Preferred Stock,
        as to dividends or upon Liquidation, whether or not the dividend rates,
        dividend payment dates or redemption or Liquidation prices per share
        thereof are different from those of the Class A Convertible Preferred
        Stock, if the holders of such class or series of stock and the Class A
        Convertible Preferred Stock shall be entitled to the receipt of
        dividends or of amounts distributable upon Liquidation, as the case may
        be, in proportion to their respective amounts of accumulated and unpaid
        dividends per share or Liquidation prices, as the case may be, without
        preferences or priority one over the other; and

                (iii) junior to the Class A Convertible Preferred Stock, as to
        dividends or upon Liquidation, if such stock shall be Common Stock or
        any other class or series of capital stock of the Corporation if the
        holders of Class A Convertible Preferred Stock shall be entitled to
        receipt of dividends or of amounts distributable upon Liquidation, as
        the case may be, in preference or priority to the holders of shares of
        such other stock.

        Section 8. Outstanding Shares. For purposes of the Class A Convertible
Preferred Stock, all shares of Class A Convertible Preferred Stock issued by the
Corporation shall be deemed outstanding except (i) shares of Class A Convertible
Preferred Stock converted into Common Stock and (ii) shares of Class A
Convertible Preferred Stock acquired or held by the Corporation or any direct or
indirect majority-owned subsidiary of the Corporation.



                                       27
<PAGE>

        Section 9. Status of Acquired Shares. Shares of Class A Convertible
Preferred Stock received by the Corporation upon conversion pursuant to Section
4 or otherwise acquired by the Corporation will be restored to the status of
authorized but unissued shares of capital stock, without designation as to
class, and may thereafter be issued, but not as shares of Class A Convertible
Preferred Stock except as otherwise permitted herein.

        Section 10. No Redemption. The shares of Class A Convertible Preferred
Stock shall not be subject to redemption, either mandatorily or at the option of
the Corporation or the holder thereof, except as provided in Section 4(d)(iv)
hereof or the Charter.

        Section 11. Severability of Provisions. Whenever possible, each
provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof.

        Section 12. Time and Business Days. Wherever there are references herein
to "at the close of business" such references shall mean 5:00 p.m. Pacific
Standard or Daylight Time, as the case may be, on a business day. References to
"business day" shall mean days other than (i) Saturday or Sunday, (ii) a legal
holiday in the State of Nevada, or (iii) a day on which banking institutions in
the City of Reno are authorized or obligated by law or executive order to be
closed.

        IN WITNESS WHEREOF, the Corporation has caused these presents to be
signed in its name and on its behalf by its President and witnessed by its
Secretary on November 13, 2001.

WITNESS:                                    SPECIALTY MORTGAGE TRUST, INC.


/s/ Grace C. Caudill                        /s/ Nello Gonfiantini III
---------------------------------           ------------------------------------
Grace C. Caudill                            Nello Gonfiantini III
Assistant Secretary                         President


        THE UNDERSIGNED, President of Specialty Mortgage Trust, Inc., who
executed on behalf of the Corporation Amended and Restated Articles
Supplementary of which this Certificate is made a part, hereby acknowledges in
the name and on behalf of said Corporation the foregoing Articles Supplementary
to be the corporate act of said Corporation and hereby certifies that the
matters and facts set forth herein with respect to the authorization and
approval thereof are true in all material respects under the penalties of
perjury.

                                            /s/ Nello Gonfiantini III
                                            ------------------------------------
                                            Nello Gonfiantini III
                                            President

SSS/SMT0508 AMENDED ARTICLES SUPP




                                       28