<PAGE>   1

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                    CENTRAL FINANCIAL ACCEPTANCE CORPORATION
                             a Delaware Corporation


         Central Financial Acceptance Corporation, a corporation organized and
existing under and by virtue of the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:

         1. That Article FOURTH to the Certificate of Incorporation of the
Corporation is amended to read in full as follows:

         "FOURTH: Section 4.1. The aggregate number of shares which the
         Corporation shall have the authority to issue is 28,000,000 shares,
         divided into 20,000,000 shares of Common Stock, par value $0.01 per
         share, 3,000,000 shares of Non-Voting Common Stock, par value $0.01 per
         share, and 5,000,000 shares of Preferred Stock, par value $0.01 per
         share. All issued and outstanding shares of Non-Voting Common Stock
         shall become Common Stock when it ceases to be owned by Wells Fargo &
         Co., its subsidiaries or affiliates, or any of their successors.

         Section 4.2. The Board of Directors is authorized to provide for the
         issuance of the shares of the preferred stock in series, and, whether
         by filing a certificate pursuant to the applicable law of the State of
         Delaware or otherwise, to establish from time to time the number of
         shares to be included in each such series, and to fix the designations,
         powers, preferences and rights of the shares of each such series of
         preferred stock and the qualifications, limitations or restrictions
         imposed thereon.

         Section 4.3. The powers, preferences and rights of the Common Stock and
         Non-Voting Common Stock, and the qualifications, limitations or
         restrictions thereof shall in all respects be identical except as
         otherwise provided by law or expressly provided herein.

         Section 4.4. Except as otherwise provided herein or by law, each share
         of Common Stock shall entitle the holder to one vote on all matters
         submitted to a vote of the Corporation's stockholders and each share of
         Non-Voting Common Stock shall have no voting rights, except that the
         consent of the holders of all of the outstanding shares of the
         Non-Voting Common Stock, voting separately as a single class, in person
         or by proxy, either in writing without a meeting or at a special or
         annual meeting of stockholders called for the purpose, shall be
         necessary to amend the certificate of incorporation of the Corporation.



                                       1
<PAGE>   2

         Section 4.5. (a) If and when dividends on the Common Stock and
         Non-Voting Common Stock are declared payable from time to time by the
         Board of Directors, whether payable in cash, in property or in shares
         of stock of the Corporation, the holders of Common Stock and the
         holders of Non-Voting Common Stock shall be entitled to share equally,
         on a per share basis, in such dividends, except that, if dividends are
         declared that are payable in shares of Common Stock or Non-Voting
         Common Stock, dividends shall be declared that are payable at the same
         rate on both classes of stock and the dividends payable in shares of
         Common Stock shall be payable only to holders of that class of stock
         and the dividends payable in shares of Non-Voting Common Stock shall be
         payable only to holders of that class of stock. If the Corporation
         shall in any manner subdivide or combine the outstanding shares of
         Common Stock or Non-Voting Common Stock, the outstanding shares of the
         other such class of stock shall be proportionally subdivided or
         combined in the same manner and on the same basis as the outstanding
         shares of Common Stock or Non-Voting Common Stock, as the case may be,
         which have been subdivided or combined.

         (b) In the event of any dividend or distribution with respect to the
         stock of the Corporation that includes Voting Securities, as defined
         under the Bank Holding Company Act of 1956, as amended, and any
         Regulations thereunder ("Voting Securities"), any holder of Non-Voting
         Common Stock shall have the rights described in Section 4.7 below.

         Section 4.6. In the event of any consolidation of the Corporation with,
         or merger of the Corporation into, any other entity (other than a
         consolidation or merger in which the Corporation is the surviving
         corporation and in which no change is made in the outstanding Common
         Stock of the Corporation), or in the event of any sale or transfer of
         all or substantially all of the assets of the Corporation, each holder
         of Non-Voting Common Stock shall be entitled to receive with respect to
         each share of Non-Voting Common Stock the kind and amount of shares of
         stock and other securities and property receivable upon such
         consolidation, merger, sale or transfer by holders of Common Stock with
         respect to each share thereof.

         Section 4.7. To the extent that any distribution or dividend to, or
         that any securities receivable in respect of any consolidation, merger,
         sale or transfer by, holders of Non-Voting Common Stock include Voting
         Securities, each holder, unless such holder, after notice, otherwise
         elects, shall be entitled to receive, in lieu of such Voting
         Securities, non-voting securities of the same issuer as the



                                       2
<PAGE>   3

         Voting Securities. Such non-voting securities shall have (except for
         voting rights) powers, preferences and rights, and be subject to
         qualifications, limitations or restrictions, substantially similar to
         such Voting Securities and as provided with respect to Non-Voting
         Common Stock in this Article FOURTH."

         2. That Article NINTH is added to the Certificate of Incorporation of
the Corporation to read in full as follows:

         "NINTH: Except as otherwise may be provided by the terms of any class
         or series of stock having a preference over the Common Stock as to
         dividends or upon liquidation, the By-laws of the Corporation may be
         adopted, repealed, rescinded, altered or amended only by the
         affirmative vote of a majority or more of the entire Board of Directors
         or the affirmative vote of the holders of a majority or more of the
         outstanding shares of the stock of the Corporation entitled to vote
         thereon."

         3. That said amendment has been duly adopted in accordance with
Sections 242 and 222 of the Delaware General Corporation Law ("DGCL") by:

                  (a)      the adoption of resolutions of the Board of Directors
                           of the Corporation; and

                  (b)      the adoption of resolutions by the holders of a
                           majority of the outstanding shares of capital stock
                           entitled to vote thereon.

         IN WITNESS WHEREOF, said CENTRAL FINANCIAL ACCEPTANCE CORPORATION has
caused this Certificate of Amendment to be signed by Gary M. Cypres and Jonathan
Martin, its Chairman of the Board and Assistant Secretary, respectively.



                                         /s/ Gary M. Cypres
                                         --------------------------------------
                                         Gary M. Cypres, Chairman of the Board



                                         /s/ Jonathan Martin
                                         --------------------------------------
                                         Jonathan Martin, Assistant Secretary



                                       3