<PAGE>

                                                                     EXHIBIT 3.3

                       NEW CENTURY FINANCIAL CORPORATION

                          CERTIFICATE OF DESIGNATIONS
                                      FOR
                   SERIES 1999A CONVERTIBLE  PREFERRED STOCK

        (Pursuant To Delaware General Corporation Law, Section 151(g))


     The undersigned, being respectively the Chairman and Chief Executive
Officer and the Secretary of New Century Financial Corporation (the
"Corporation"), a corporation organized and existing under the Delaware General
 -----------
Corporation Law, in accordance with the provisions of the Delaware General
Corporation Law, Section 151(g), do hereby certify that:

     Pursuant to the authority vested in the Board of Directors of the
Corporation by the Certificate of Incorporation of the Corporation, the Board of
Directors on July 23, 1999, in accordance with the Delaware General Corporation
Law, Section 151, duly adopted the following resolution establishing a series of
20,000 shares of the Corporation's Preferred Stock, to be designated as its
Series 1999A Convertible Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation (the "Board of Directors") by the Certificate of
                         ------------------
Incorporation of the Corporation, the Board of Directors hereby establishes a
series of Series 1999A Convertible  Preferred Stock, of the Corporation and
hereby states the number of shares, and fixes the powers, designations,
preferences and relative, participating, optional and other rights, and the
qualifications, limitations and restrictions thereof, of such series of shares
as follows:

                   SERIES 1999A CONVERTIBLE PREFERRED STOCK

     Section 1.  Designation; Number of Shares.    The shares  of  such  series
                 -----------------------------
shall  be  designated  as "Series 1999A Convertible  Preferred Stock" (the
"Convertible Preferred Stock"), and the number of shares constituting the
 ---------------------------
Convertible Preferred Stock shall be 20,000.  Such number of shares may be
decreased by resolution of the Board of Directors adopted and filed pursuant to
the Delaware General Corporation Law, Section 151(g), or any successor
provision; provided, that no such decrease shall reduce the number of authorized
shares of Convertible Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, warrants, convertible or exchangeable
securities or other rights to acquire shares of Convertible Preferred Stock.

     Section 2.  Stated Capital.  The amount to be represented in the stated
                 --------------
capital of the Corporation for each share of Convertible Preferred Stock shall
be $0.01.
<PAGE>

     Section 3.  Rank.  The Convertible Preferred Stock (i) shall rank prior to
                 ----
all of the Corporation's Common Stock, par value $.01 per share (the "Common
                                                                      ------
Stock"), now outstanding or hereafter issued, both as to payment of dividends
-----
and as to distributions of assets upon the liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary and (ii) shall rank on
parity with all of the Corporation's Series 1998A Convertible Preferred Stock,
par value $.01 per share (the "1998A Convertible Preferred Stock"), now
                               ---------------------------------
outstanding or hereafter issued, both as to payment of dividends and as to
distributions of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary.

     Section 4.  Dividends and Distributions.
                 ---------------------------

     (a)  The holders of shares of Convertible Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for such purpose, dividends at the rate of $70.00 per annum
per share.  Such dividends shall be fully cumulative, shall accumulate without
interest from the date of original issuance of the Convertible Preferred Stock
and shall be payable quarterly in arrears in cash on each January 31, April 30,
July 31 and October 31, commencing October 31, 1999 (provided, that if any such
date is a Saturday, Sunday or legal holiday in the place where such dividend is
to be paid, then such dividend shall be payable without interest on the next day
that is not a Saturday, Sunday or legal holiday) to holders of record as they
appear on the stock books of the Corporation on such record dates as shall be
fixed by the Board of Directors.  Such record dates shall be not more than 60
nor less than 10 days preceding the respective dividend payment dates.  The
amount of dividends payable per share of Convertible Preferred Stock for each
full quarterly dividend period shall be computed by dividing the annual dividend
amount by four.  The amount of dividends payable for the initial dividend period
and for any other period shorter than a full quarterly dividend period shall be
computed on the basis of a 360-day year of twelve 30-day months.  No dividends
or other distributions, other than dividends payable solely in shares of Common
Stock or other capital stock of the Corporation ranking junior as to payment of
dividends to the Convertible Preferred Stock (such Common Stock and other
capital stock being referred to herein collectively as "Junior Dividend Stock"),
                                                        ---------------------
shall be paid or set apart for payment on, and no purchase, redemption or other
acquisition shall be made by the Corporation of, any shares of Junior Dividend
Stock unless and until all accumulated and unpaid dividends on the Convertible
Preferred Stock, including the full dividend for the then-current quarterly
dividend period, shall have been paid or declared and set apart for payment.

     (b)  Notwithstanding the provisions of Section 4(a), dividends shall not be
declared or paid, but shall accumulate, on the Convertible Preferred Stock until
such time as the execution and delivery of the Amendment (as defined in the
Preferred Stock Purchase Agreement dated as of July 26, 1999 between the
Corporation and U.S. Bancorp (the "1999 Preferred Stock Purchase Agreement")) to
                                  ----------------------------------------
the Fourth Amended and Restated Credit Agreement dated as of May 26, 1999 by and
among New Century Mortgage Corporation, the lenders party thereto and U.S. Bank

                                      -2-
<PAGE>

National Association, as Agent (the "Credit Agreement"), by the Required Lenders
                                     ----------------
(as defined in the Credit Agreement).

     (c)  If at any time any dividend on any capital stock of the Corporation
ranking senior as to payment of dividends to the Convertible Preferred Stock
(such capital stock being referred to herein as "Senior Dividend Stock") shall
                                                 ---------------------
be in default, in whole or in part, no dividend shall be paid or declared and
set apart for payment on the Convertible Preferred Stock unless and until all
accumulated and unpaid dividends with respect to the Senior Dividend Stock,
including the full dividend for the then-current dividend period, shall have
been paid or declared and set apart for payment, without interest.  No full
dividends shall be paid or declared and set apart for payment on any capital
stock of the Corporation ranking, as to payment of dividends, on a parity with
the Convertible Preferred Stock (such capital stock being referred to herein as
"Parity Dividend Stock") for any period unless full cumulative dividends have
 ---------------------
been, or contemporaneously are, paid or declared and set apart for payment on
the Convertible Preferred Stock for all dividend periods terminating on or prior
to the date of payment of such full cumulative dividends.  No full dividends
shall be paid or declared and set apart for payment on the Convertible Preferred
Stock for any period unless full cumulative dividends have been, or
contemporaneously are, paid or declared and set apart for payment on any Parity
Dividend Stock for all dividend periods terminating on or prior to the date of
payment of such full cumulative dividends.  When dividends are not paid in full
upon the Convertible Preferred Stock and any Parity Dividend Stock, all
dividends paid or declared and set apart for payment upon shares of Convertible
Preferred Stock and Parity Dividend Stock shall be paid or declared and set
apart for payment pro rata, so that the amount of dividends paid or declared and
set apart for payment per share on the Convertible Preferred Stock and the
Parity Dividend Stock shall in all cases bear to each other the same ratio that
accumulated and unpaid dividends per share on the shares of Convertible
Preferred Stock and Parity Preferred Stock bear to each other.

     (d)  Any reference to "distribution" contained in this Section 4 shall not
be deemed to include any distribution made in connection with a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary.

     Section 5.  Liquidation Preference.  In the event of a liquidation,
                 ----------------------
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of Convertible Preferred Stock shall be entitled to receive out of
the assets of the Corporation, whether such assets constitute stated capital or
surplus of any nature, an amount equal to the dividends accumulated and unpaid
thereon to the date of final distribution to such holders, whether or not
declared, without interest, plus a sum equal to $1,000 per share, and no more,
before any payment shall be made or any assets distributed to the holders of
Common Stock or any other capital stock of the Corporation ranking junior as to
liquidation rights to the Convertible Preferred Stock (such Common Stock and
other capital stock being referred to herein collectively as "Junior Liquidation
                                                             -------------------
Stock"); provided, that such rights shall accrue to the holders of Convertible
-----
Preferred Stock only in the event that the Corporation's payments with respect
to the liquidation preferences of the holders of capital stock of the
Corporation ranking senior as to

                                      -3-
<PAGE>

liquidation rights to the Convertible Preferred Stock (such capital stock being
referred to herein as "Senior Liquidation Stock")  are fully met.  If upon
                       ------------------------
liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation available for distribution after the liquidation preferences of any
Senior Liquidation Stock are insufficient to pay the holders of the Convertible
Preferred Stock and any other capital stock of the Corporation which ranks on a
parity as to liquidation rights with the Convertible Preferred Stock, the entire
assets of the Corporation then available for distribution shall be distributed
ratably among the holders of the Convertible Preferred Stock and any other
capital stock of the Corporation which ranks on a parity as to liquidation
rights with the Convertible Preferred Stock in proportion to the respective
preferential amounts to which each is entitled (but only to the extent of such
preferential amounts). After payment in full of the liquidation preference of
the shares of the Convertible Preferred Stock, the holders of such shares shall
not be entitled to any further participation in any distribution of assets by
the Corporation. Neither a consolidation or merger of the Corporation with
another corporation nor a sale or transfer of all or part of the Corporation's
assets for cash, securities or other property will be deemed a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 5.

     Section 6.  Redemption at Option of the Corporation.
                 ---------------------------------------

     (a)  Subject to Section 6(b), the Corporation may not redeem the
Convertible Preferred Stock prior to July 26, 2003. The Corporation, at its
option, may, on or after July 26, 2003, redeem at any time all, or from time to
time any portion, of the Convertible Preferred Stock on any date set by the
Board of Directors, at $1,000 per share, plus an amount per share in cash equal
to all dividends on the Convertible Preferred Stock accumulated and unpaid on
such share, whether or not declared, to the date fixed for redemption (such sum
being hereinafter referred to as the "Redemption Price").
                                      ----------------

     (b)  The Corporation may, at its option, redeem the Convertible Preferred
Stock concurrently with an Acquisition Event (as defined herein) if each of the
following conditions are met: (i) the Corporation has complied with the
covenants contained in Sections 8.4 and 8.5 of  the Preferred Stock Purchase
Agreement dated October 18, 1998 between the Corporation and U.S. Bancorp (the
"1998 Preferred Stock Purchase Agreement") in all material respects; (ii) the
 ---------------------------------------
Purchaser (as defined in the 1998 Preferred Stock Purchase Agreement) has been
notified in writing of all material terms of the Acquisition Proposal (as
defined herein) that relates to such Acquisition Event; and (iii) either (A)
such Purchaser, within 15 days of the first date on which it had been so
notified of such Acquisition Proposal, failed to make an offer that is similar
to, and on terms no less favorable to the Company and its shareholders than, the
Acquisition Proposal; or (B) prior to the date of a definitive agreement with
respect to an Acquisition Transaction with Purchaser or an affiliate of
Purchaser, (x) the terms of the Acquisition Proposal are improved or a new
proposal regarding an Acquisition Transaction that is financially superior to
such original proposal (a "Superior Proposal") is received by the Company and
                           -----------------
the Purchaser fails to match such improved terms or such Superior Proposal
within five business days of Purchaser's receipt

                                      -4-
<PAGE>

of written notice of all material terms thereof or (y) the Purchaser withdraws
its offer. Any redemption pursuant to this Section 6(b) shall be at the
Redemption Price, and the redemption date for any such redemption shall not be
earlier than, but may be concurrent with, the effective time of the Acquisition
Event. For purposes of this Section 6(b), the following terms shall have the
following meanings: "Acquisition Proposal" shall mean a proposal relating to any
                     --------------------
of the following actions: (A) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company; or
(B) a sale, lease or transfer of a material amount of assets of the Company, or
a reorganization, recapitalization, dissolution or liquidation of the Company;
"Acquisition Transaction" shall mean any of the actions described in (A) or (B)
 -----------------------
of the definition of "Acquisition Proposal"; and "Acquisition Event" shall mean
                      --------------------        -----------------
the consummation of an Acquisition Transaction.

     (c)    The following provisions will apply to any redemption pursuant to
Section 6(a) or 6(b):

     (i)    In case of the redemption of less than all of the then outstanding
Convertible Preferred Stock, the Corporation shall designate by lot, or in such
other manner as the Board of Directors may determine, the shares to be redeemed,
or shall effect such redemption pro rata.  Notwithstanding the foregoing, the
Corporation shall not redeem less than all of the Convertible Preferred Stock at
any time outstanding until all dividends accumulated and in arrears upon all
Convertible Preferred Stock then outstanding shall have been paid for all past
dividend periods.

     (ii)   Not more than 60 nor less than 30 days prior to the redemption date,
notice by first class mail, postage prepaid, shall be given to the holders of
record of the Convertible Preferred Stock to be redeemed, addressed to such
shareholders at their last addresses as shown on the stock books of the
Corporation.  Each such notice of redemption shall specify the date fixed for
redemption; the redemption price; the place or places of payment; the then-
effective Conversion Rate and Conversion Price (as defined in Section 7); that
the right of holders of Convertible Preferred Stock called for redemption to
exercise their conversion right pursuant to Section 7 shall expire as to such
shares at the close of business on the date fixed for redemption (provided that
there is no default in payment of the Redemption Price); that payment of the
Redemption Price will be made upon presentation and surrender of certificates
representing the shares of Convertible Preferred Stock; that accumulated but
unpaid dividends to the date fixed for redemption will be paid on the date fixed
for redemption; that accumulated but unpaid dividends will not be paid in the
case of a conversion of Convertible Preferred Stock; and that on and after the
redemption date, dividends will cease to accumulate on such shares.

     (iii)  On or after the date fixed for redemption as stated in such notice,
each holder of the shares called for redemption (other than shares which have
been duly surrendered for conversion at or before the close of business on the
date fixed for redemption) shall surrender the certificate or certificates
evidencing such shares to the Corporation at the place designated in such notice
and shall thereupon be entitled to receive payment of the Redemption Price.  If
fewer

                                      -5-
<PAGE>

than all the shares represented by any such surrendered certificate or
certificates are redeemed, a new certificate shall be issued representing the
unredeemed shares. If, on the date fixed for redemption, funds necessary for the
redemption shall be available therefor and shall have been irrevocably deposited
or set aside, then, notwithstanding that the certificates evidencing any shares
so called for redemption shall not have been surrendered, the dividends with
respect to the shares so called shall cease to accumulate on and after the date
fixed for redemption, such shares shall no longer be deemed outstanding, the
holders thereof shall cease to be shareholders, and all rights whatsoever with
respect to such shares (except the right of the holders thereof to receive the
Redemption Price without interest upon surrender of their certificates) shall
terminate.

     Section 7.  Conversion at Option of Holders.  Holders of Convertible
                 -------------------------------
Preferred Stock may, at their option upon surrender of the certificates
therefor, convert any or all of their shares of Convertible Preferred Stock into
fully paid and nonassessable shares of Common Stock (and such other securities
and property as they may be entitled to, as hereinafter provided) at any time
after issuance thereof; provided, that such conversion right shall expire at the
close of business on the date, if any, fixed for the redemption of Convertible
Preferred Stock in any notice of redemption given pursuant to Section 6 hereof
if there is no default in payment of the Redemption Price.  Each share of
Convertible Preferred Stock shall be convertible at the office of any transfer
agent for the Convertible Preferred Stock, and at such other office or offices,
if any, as the Board of Directors may designate, into that number of fully paid
and nonassessable shares of Common Stock (calculated as to each conversion to
the nearest 1/100th of a share) as shall be equal to the Conversion Rate,
determined as hereinafter provided, in effect at the time of conversion.  Shares
of Convertible Preferred Stock may initially be converted into full shares of
Common Stock at the rate of 46.80 shares of Common Stock for each share of
Convertible Preferred Stock, subject to adjustment from time to time as provided
in Section 8 (such conversion rate, as so adjusted from time to time, being
referred to herein as the "Conversion Rate").  The "Conversion Price" shall be
                           ---------------         -----------------
equal to $1,000 divided by the Conversion Rate.  Upon conversion, no adjustment
or payment shall be made in respect of accumulated and unpaid dividends on the
Convertible Preferred Stock surrendered for conversion.

     The right of holders of Convertible Preferred Stock to convert their shares
shall be exercised by surrendering for such purpose to the Corporation or its
agent, as provided above, certificates representing shares to be converted, duly
endorsed in blank or accompanied by proper instruments of transfer.  The
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of Common Stock or other
securities or property upon conversion of Convertible Preferred Stock in a name
other than that of the holder of the shares of Convertible Preferred Stock being
converted, nor shall the Corporation be required to issue or deliver any such
shares or other securities or property unless and until the person or persons
requesting the issuance thereof shall have paid to the Corporation the amount of
any such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid.

                                      -6-
<PAGE>

     A number of shares of the authorized but unissued Common Stock sufficient
to provide for the conversion of the Convertible Preferred Stock outstanding
upon the basis hereinbefore provided shall at all times be reserved by the
Corporation, free from preemptive rights, for such conversion, subject to the
provisions of the next paragraph.  If the Corporation shall issue any securities
or make any change in its capital structure which would change the number of
shares of Common Stock into which each share of the Convertible Preferred Stock
shall be convertible as herein provided, the Corporation shall at the same time
also make proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved, free from preemptive rights,
for conversion of the outstanding Convertible Preferred Stock on the new basis.
The Corporation shall comply with all securities laws regulating the offer and
delivery of shares of Common Stock upon conversion of the Convertible Preferred
Stock and shall use its best efforts to list such shares on each national
securities exchange on which the Common Stock is listed or to have such shares
admitted for quotation on the Nasdaq National Market if the Common Stock is
admitted for quotation thereon.

     Upon the surrender of certificates representing shares of Convertible
Preferred Stock to be converted, duly endorsed or accompanied by proper
instruments of transfer as provided above, the person converting such shares
shall be deemed to be the holder of record of the Common Stock issuable upon
such conversion, and all rights with respect to the shares surrendered shall
forthwith terminate except the right to receive the Common Stock or other
securities, cash or other assets as herein provided.

     No fractional shares of Common Stock shall be issued upon conversion of
Convertible Preferred Stock but, in lieu of any fraction of a share of Common
Stock which would otherwise be issuable in respect of the aggregate number of
such shares surrendered for conversion at one time by the same holder, the
Corporation shall pay in cash an amount equal to the product of (a) the Closing
Price of a share of Common Stock (as defined in the next sentence) on the last
trading day before the conversion date and (b) such fraction of a share.  The
"Closing Price" for such day shall be the last reported sale price regular way
 -------------
or, in case no sale takes place on such day, the average of the closing bid and
asked prices regular way on such day, in either case as reported on the New York
Stock Exchange Composite Tape, or, if the Common Stock is not listed or admitted
to trading on such Exchange, on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or, if the Common Stock
is not listed or admitted to trading on any national securities exchange, on the
Nasdaq National Market System, or, if the Common Stock is not admitted for
quotation on the Nasdaq National Market System, the average of the high bid and
low asked prices on such day as recorded by the National Association of
Securities Dealers, Inc. through Nasdaq, or, if the National Association of
Securities Dealers, Inc. through Nasdaq shall not have reported any bid and
asked prices for the Common Stock on such day, the average of the bid and asked
prices for such day as furnished by any New York Stock Exchange member firm
selected from time to time by the Corporation for such purpose, or, if no such
bid and asked prices can be obtained from any such firm, the fair

                                      -7-
<PAGE>

market value of one share of the Common Stock on such day as determined in good
faith by the Board of Directors of the Corporation.

     Section 8.  Adjustments to Conversion Rate.  Notwithstanding anything in
                 ------------------------------
this Section 8 to the contrary, no change in the Conversion Rate shall be made
until the cumulative effect of the adjustments called for by this Section 8
since the date of the last change in the Conversion Rate would change the
Conversion Rate by more than 1%.  However, once the cumulative effect would
result in such a change, then the Conversion Rate shall be changed to reflect
all adjustments called for by this Section 8 and not previously made.  Subject
to the foregoing, the Conversion Rate shall be adjusted from time to time as
follows:

          (a)  In case of any consolidation or merger of the Corporation with
     any other corporation (other than a wholly owned subsidiary of the
     Corporation), or in case of any sale or transfer of all or substantially
     all of the assets of the Corporation, or in case of any share exchange
     pursuant to which all of the outstanding shares of Common Stock are
     converted into other securities or property, the Corporation shall, prior
     to or at the time of such transaction, make appropriate provision or cause
     appropriate provision to be made so that holders of each share of
     Convertible Preferred Stock then outstanding shall have the right
     thereafter to convert such share of Convertible Preferred Stock into the
     kind and amount of shares of stock and other securities and property
     receivable upon such consolidation, merger, sale, transfer or share
     exchange by a holder of the number of shares of Common Stock into which
     such share of Convertible Preferred Stock could have been converted
     immediately prior to the effective date of such consolidation, merger,
     sale, transfer or share exchange. If in connection with any such
     consolidation, merger, sale, transfer or share exchange, each holder of
     shares of Common Stock is entitled to elect to receive either securities,
     cash or other assets upon completion of such transaction, the Corporation
     shall provide or cause to be provided to each holder of Convertible
     Preferred Stock the right to elect the securities, cash or other assets
     into which the Convertible Preferred Stock held by such holder shall be
     convertible after completion of any such transaction on the same terms and
     subject to the same conditions applicable to holders of the Common Stock
     (including, without limitation, notice of the right to elect, limitations
     on the period in which such election shall be made and the effect of
     failing to exercise the election).

          (b)  In case the Corporation shall (i) pay a dividend or make a
     distribution on its Common Stock in shares of its capital stock, (ii)
     subdivide its outstanding Common Stock into a greater number of shares,
     (iii) combine the shares of its outstanding Common Stock into a smaller
     number of shares, or (iv) issue by reclassification of its Common Stock any
     shares of its capital stock, then in each such case the Conversion Rate in
     effect immediately prior thereto shall be proportionately adjusted so that
     the holder of any Convertible Preferred Stock thereafter surrendered for
     conversion shall be entitled to receive, to the extent permitted by
     applicable law, the number and kind of shares of

                                      -8-
<PAGE>

     capital stock of the Corporation which such holder would have owned or have
     been entitled to receive after the happening of such event had such
     Convertible Preferred Stock been converted immediately prior to the record
     date for such event (or if no record date is established in connection with
     such event, the effective date for such action). An adjustment pursuant to
     this subparagraph (b) shall become effective immediately after the record
     date in the case of a stock dividend or distribution and shall become
     effective immediately after the effective date in the case of a
     subdivision, combination or reclassification.

          (c)(i) In case the Corporation shall issue Additional Shares of Common
     Stock (as defined herein) (including, without limitation, Additional Shares
     of Common Stock deemed to be issued pursuant to Section 8(c)(iii)) without
     consideration or for a consideration per share less than the Current Market
     Price (as defined herein) calculated as provided herein as of the date of
     and immediately prior to such issue, then in each such case the Conversion
     Rate in effect on such issue date shall be adjusted in accordance with the
     formula:

                                   O + N
                                   -----
                     C\\1\\ = C  x
                                   O + N x P
                                       -----
                                         M
     where

     C\\1\\ =    the adjusted Conversion Rate.
     C    =    the current Conversion Rate.
     O    =    the number of shares of Common Stock outstanding immediately
               prior to such issue.
     N    =    the number of additional shares of Common Stock offered.
     P    =    the offering price per share of the additional shares.
     M    =    the Current Market Price per share of Common Stock immediately
               prior to such issue.

     For the purpose of such calculation, the number of shares of Common Stock
     outstanding immediately prior to such issue shall be calculated on a fully
     diluted basis, as if all shares of Convertible Preferred Stock and all
     Convertible Securities had been fully converted into shares of Common Stock
     immediately prior to such issuance and any outstanding warrants, options or
     other rights for the purchase of shares of stock or convertible securities
     had been fully exercised immediately prior to such issuance (and the
     resulting securities fully converted into shares of Common Stock, if so
     convertible) as of such date.

          (ii) For purposes of this Section 8(c), the following definitions
     shall apply: (A) "Options" shall mean rights, options or warrants to
                       -------
     subscribe for, purchase or otherwise acquire either Common Stock or
     Convertible Securities; (B) "Convertible Securities"
                                  ----------------------

                                      -9-
<PAGE>

     shall mean any evidences of indebtedness, shares or other securities
     convertible into or exchangeable for Common Stock; (C) "Additional Shares
                                                             -----------------
     of Common Stock" shall mean all shares of Common Stock issued (or, pursuant
     ---------------
     to Section 8(c)(iii), deemed to be issued) by the Corporation after July
     26, 1999, other than shares of Common Stock issued or issuable: (1) upon
     conversion of shares of the Convertible Preferred Stock or upon conversion
     of shares of 1998A Convertible Preferred Stock; (2) pursuant to a stock
     grant, option plan or purchase plan, other employee stock incentive program
     or agreement approved by the Board of Directors which was disclosed in
     Schedule 5.3 of the 1999 Preferred Stock Purchase Agreement (the "Option
                                                                       ------
     Pool"); or (3) pursuant to the terms of any stock grant, option, warrant,
     ----
     employment agreement or other written obligation, agreement or commitment
     to which the Corporation was a party as of July 26, 1999 and which was
     disclosed in Schedule 5.3 of the 1999 Preferred Stock Purchase Agreement;
     and (D) "Current Market Price" shall mean the average of the daily Closing
              -------------------
     Prices of the Common Stock (as defined in Section 7) on the 30 consecutive
     business days commencing 45 business days before such issue date, as
     applicable.

          (iii)  In the event the Corporation at any time or from time to time
     after July 26, 1999 shall issue any Options (other than the issuance of
     Options pursuant to the Option Pool) or Convertible Securities or shall fix
     a record date for the determination of holders of any class of securities
     entitled to receive any such Options or Convertible Securities, then the
     maximum number of shares (as set forth in the instrument relating thereto
     without regard to any provisions contained therein for a subsequent
     adjustment of such number) of Common Stock issuable upon the exercise of
     such Options or, in the case of Convertible Securities and Options
     therefor, the conversion or exchange of such Convertible Securities, shall
     be deemed to be Additional Shares of Common Stock issued as of the time of
     such issue or, in case such a record date shall have been fixed, as of the
     close of business on such record date, provided that Additional Shares of
     Common Stock shall not be deemed to have been issued unless the
     consideration per share of such Additional Shares of Common Stock would be
     less than the Current Market Price calculated as provided herein as of the
     date of and immediately prior to such issue, or such record date, as the
     case may be, and provided further that in any such case in which Additional
     Shares of Common Stock are deemed to be issued no further adjustment in the
     Conversion Price shall be made upon the subsequent issue of Convertible
     Securities or shares of Common Stock upon the exercise of such Options or
     conversion or exchange of such Convertible Securities.

          (iv)   Upon the expiration of any such Options or any rights of
     conversion or exchange under such Convertible Securities which shall not
     have been exercised, the Conversion Price and Conversion Rate computed upon
     the original issue thereof (or upon the occurrence of a record date with
     respect thereto), and any subsequent adjustments based thereon, shall, upon
     such expiration, be recomputed as if:

                                      -10-
<PAGE>

               (A)  in the case of Convertible Securities or Options for Common
     Stock the only Additional Shares of Common Stock issued were the shares of
     Common Stock, if any, actually issued upon the exercise of such Options or
     the conversion or exchange of such Convertible Securities and the
     consideration received therefor was the consideration actually received by
     the Corporation for the issue of all such Options, whether or not
     exercised, plus the consideration actually received by the corporation upon
     such exercise, or for the issue of all such Convertible Securities which
     were actually converted or exchanged, plus the additional consideration, if
     any, actually received by the Corporation upon such conversion or exchange;
     and

               (B)  in the case of Options for Convertible Securities only the
     Convertible Securities, if any, actually issued upon the exercise thereof
     were issued at the time of issue of such Options, and the consideration
     received by the Corporation for the Additional Shares of Common Stock
     deemed to have been then issued was the consideration actually received by
     the Corporation for the issue of all such Options, whether or not
     exercised, plus the consideration deemed to have been received by the
     Corporation upon the issue of the Convertible Securities or Convertible
     Preferred Stock with respect to which such Options were actually exercised.

          (e)  All calculations hereunder shall be made to the nearest cent or
     to the nearest 1/100 of a share, as the case may be.

          (f)  In the event that at any time, as a result of an adjustment made
     pursuant to subparagraph (a) or (b) above, the holder of any Convertible
     Preferred Stock thereafter surrendered for conversion shall become entitled
     to receive securities, cash or assets other than Common Stock, the number
     or amount of such securities or property so receivable upon conversion
     shall be subject to adjustment from time to time in a manner and on terms
     as nearly equivalent as practicable to the provisions with respect to the
     Common Stock contained in subparagraphs (a) through (e) above.

     Except as otherwise provided above in this Section 8, no adjustment in the
Conversion Rate shall be made in respect of any conversion for share
distributions or dividends theretofore declared and paid or payable on the
Common Stock.

     Whenever the Conversion Rate is adjusted as herein provided, the
Corporation shall send to each transfer agent for the Convertible Preferred
Stock and the Common Stock, and to the principal securities exchange, if any, on
which the Convertible Preferred Stock and the Common Stock is traded, or the
Nasdaq National Market if the Convertible Preferred Stock or Common Stock is
admitted for quotation thereon, a statement signed by the Chairman of the Board,
the President or any Vice President of the Corporation and by its Treasurer or
its Secretary stating the adjusted Conversion Rate determined as provided in
this Section 8; and any adjustment so evidenced, given in good faith, shall be
binding upon all shareholders and upon the Corporation.

                                      -11-
<PAGE>

Whenever the Conversion Rate is adjusted, the Corporation shall give notice by
mail at the time of, and together with, the next dividend payment to the holders
of record of Convertible Preferred Stock, setting forth the adjustment and the
new Conversion Rate and Conversion Price. Notwithstanding the foregoing notice
provisions, failure by the Corporation to give such notice or a defect in such
notice shall not affect the binding nature of such corporate action of the
Corporation.

     Whenever the Corporation shall propose to take any of the actions specified
in subparagraphs (a), (b) or (c) of the first paragraph of this Section 8 which
would result in any adjustment in the Conversion Rate, the Corporation shall
cause a notice to be mailed at least 20 days prior to the date on which the
books of the Corporation will close or on which a record will be taken for such
action to the holders of record of the outstanding Convertible Preferred Stock
on the date of such notice.  Such notice shall specify the action proposed to be
taken by the Corporation and the date as of which holders of record of the
Common Stock shall participate in any such actions or be entitled to exchange
their Common Stock for securities or other property, as the case may be.
Failure by the Corporation to give such notice or any defect in such notice
shall not affect the validity of the transaction.

     Anything herein to the contrary notwithstanding, no adjustment will be made
to the Conversion Price or Conversion Rate by reason of (i) the issuance of
Common Stock, Options or Convertible Securities to employees, directors,
officers or consultants of the Corporation or any subsidiary of the Corporation
pursuant to the Option Pool or the issuance of Common Stock upon the conversion,
exercise or exchange thereof, (ii) the issuance of Common Stock upon the
conversion, exercise or exchange of Options or Convertible Securities issued and
outstanding on July 26, 1999, including, without limitation, the issuance of
Common Stock upon the conversion of any shares of 1998A Convertible Preferred
Stock, (iii) the issuance of Common Stock upon the conversion of the Convertible
Preferred Stock, (iv) rights to purchase Common Stock pursuant to a Corporation
plan for reinvestment of dividends or interest, (v) the issuance of Common Stock
upon the exercise, conversion or exchange of Options or Convertible Securities
of the Corporation where the Conversion Price had previously been adjusted
pursuant to this Section 8 upon the initial issuance of such Options or
Convertible Securities.  In addition, no adjustment in the Conversion Price need
be made for a change in the par value of the Common Stock.

     Section 9.  Convertible Preferred Stock Not Redeemable at Option of Holders
                 ---------------------------------------------------------------
or Exchangeable; No Sinking Fund.  The Convertible Preferred Stock shall not be
--------------------------------
redeemable upon the request of holders thereof or exchangeable for other capital
stock or indebtedness of the Corporation or other property.  The shares of
Convertible Preferred Stock shall not be subject to the operation of a purchase,
retirement or sinking fund.

     Section 10. Voting Rights. Except as herein provided or as otherwise
                 -------------
required by law, holders of Convertible Preferred Stock shall be entitled to the
same voting rights as, and shall

                                      -12-
<PAGE>

vote together as one class with, holders of Common Stock, with each holder of
shares of Convertible Preferred Stock having such voting rights as are
attributable to the number of whole shares of Common Stock into which such
shares of Convertible Preferred Stock are convertible in accordance with
Sections 7 and 8 hereof as of the date of such vote.

     In addition to any matters requiring a separate vote of the Convertible
Preferred Stock as a single class under applicable law, the approval of the
holders of a majority of the issued and outstanding shares of Convertible
Preferred Stock, voting as a class, shall be required as set forth in Section 11
hereof with respect to the priority and rights of the Convertible Preferred
Stock hereunder and under the Corporation's Certificate of Incorporation, as
amended.

     At each meeting of shareholders at which the holders of shares of
Convertible Preferred Stock shall have the right, voting separately as a single
class, to take any action, the presence in person or by proxy of the holders of
record of at least 50% of the shares of Convertible Preferred Stock outstanding
and entitled to vote on the matter shall be necessary and sufficient to
constitute a quorum.  At each such meeting, each holder of shares of Convertible
Preferred Stock shall be entitled to vote for each share of Convertible
Preferred Stock then held. In the absence of a quorum of the holders of shares
of Convertible Preferred Stock, a majority of the holders of such shares present
in person or by proxy shall have the power to adjourn the meeting as to the
actions to be taken by the holders of shares of Convertible Preferred Stock from
time to time and place to place without notice other than announcement at the
meeting until a quorum shall be present.

     Section 11.  Certain Actions Not to be Taken Without Vote of Holders of
                  ----------------------------------------------------------
Convertible Preferred Stock.  Without the consent or affirmative vote of the
---------------------------
holders of at least a majority of the outstanding shares of Convertible
Preferred Stock, voting separately as a class, the Corporation shall not
authorize, create or issue any shares of any other class or series of capital
stock ranking senior to the Convertible Preferred Stock as to dividends or upon
liquidation.  The affirmative vote or consent of the holders of at least a
majority of the outstanding shares of the Convertible Preferred Stock, voting
separately as a class, shall be required for any amendment, alteration or
repeal, whether by merger or consolidation or otherwise, of the Corporation's
Certificate of Incorporation (including any certificate of designations
establishing any class or series of Preferred Stock of the Corporation) if the
amendment, alteration or repeal adversely affects the rights or preferences of
the Convertible Preferred Stock; provided, however, that any increase in the
authorized Preferred Stock of the Corporation or the creation and issuance of
any other capital stock of the Corporation ranking on a parity with or junior to
the Convertible Preferred Stock shall not be deemed to materially affect such
powers, preferences or special rights.

     Section 12.  Outstanding  Shares. For purposes of this Certificate of
                  -------------------
Designations, all shares of Convertible Preferred Stock shall be deemed
outstanding except for (a) shares of Convertible Preferred Stock held of record
or beneficially by the Corporation or any subsidiary of the Corporation; (b)
from the date of surrender of certificates representing Convertible

                                      -13-
<PAGE>

Preferred Stock for conversion pursuant to Section 7, all shares of Convertible
Preferred Stock which have been converted into Common Stock or other securities
or property pursuant to Section 7; and (c) from the date fixed for redemption
pursuant to Section 6, all shares of Convertible Preferred Stock which have been
called for redemption, provided that funds necessary for such redemption are
available therefor and have been irrevocably deposited or set aside for such
purpose.

     Section 13.  Status of Convertible Preferred Stock Upon Retirement.  Shares
                  -----------------------------------------------------
of Convertible Preferred Stock which are acquired or redeemed by the Corporation
or converted pursuant to Section 7 shall be retired pursuant to the Delaware
General Corporation Law, Section 243, or any successor provision, and thereupon
shall return to the status of authorized and unissued shares of Preferred Stock
of the Corporation without designation as to series.  Upon the acquisition or
redemption by the Corporation or conversion pursuant to Section 7 of all
outstanding shares of Convertible Preferred Stock, all provisions of this
Certificate of Designations shall cease to be of further effect.  Upon the
occurrence of such event, the Board of Directors of the Corporation shall have
the power, pursuant to the Delaware General Corporation Law, Section 151(g), or
any successor provision and without shareholder action, to cause this
Certificate of Designations to be eliminated from the Corporation's Certificate
of Incorporation.

                                      -14-
<PAGE>

     IN WITNESS WHEREOF, New Century Financial Corporation has caused this
certificate to be signed by Robert K. Cole, its Chairman and Chief Executive
Officer, and attested by Brad A. Morrice, its Secretary, this 26th day of July,
1999.


                                    NEW CENTURY FINANCIAL
                                     CORPORATION


                                    By /s/ Robert K. Cole
                                       ----------------------------------
                                       Robert K. Cole
                                       Chairman and Chief Executive Officer


Attest:


By /s/ Brad A. Morrice
   -------------------
   Brad A. Morrice
   Secretary

                                      -15-