EXHIBIT 3.3


                          CERTIFICATE OF DESIGNATIONS,
                         VOTING POWERS, PREFERENCES AND
                     RIGHTS OF THE SERIES A PREFERRED STOCK

                                       OF

                           DELTA FINANCIAL CORPORATION

                        ---------------------------------

                            Under Section 151 of the
                        Delaware General Corporation Law

                        ---------------------------------

      Delta Financial  Corporation (the "Corporation"),  a corporation organized
and existing under and by virtue of the General  Corporation Law of the State of
Delaware,  in  accordance  with the  provisions  of Section  151 of the  General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

      That,  pursuant to authority  conferred upon the board of directors of the
Corporation   (the  "Board")  by  the  Certificate  of   Incorporation   of  the
Corporation,  the  Board,  at a meeting  duly  convened,  adopted  a  resolution
providing for the  authorization  of a series of Preferred  Stock  consisting of
150,000 shares,  designated  Series A Preferred  Stock,  which  resolution is as
follows:
            RESOLVED,  that  pursuant  to  Article  Four of the  Certificate  of
Incorporation of the Corporation,  there be and hereby is authorized and created
a series of Preferred  Stock,  hereby  designated  Series A Preferred Stock (the
"Series A Preferred  Stock"),  to consist of 150,000  shares with a par value of
$0.01  per  share,   having  the   designations,   preferences   and   relative,
participating, optional or other special rights, qualifications, limitations and
restrictions as hereinafter set forth:

     1. RANK.  Except as otherwise  expressly set forth in this  Certificate  of
Designations,  shares of Series A Preferred  Stock shall rank,  with  respect to
dividend  rights and rights on  liquidation,  dissolution  and winding up of the
Corporation:  (a) senior to the Corporation's  common stock, par value $0.01 per
share (the "Common Stock") and, except as provided herein; all other classes and
series of capital  stock or  preferred  stock of the  Corporation;  and (b) PARI
PASSU  with any  additional  shares of Series A  Preferred  Stock  issued by the
Corporation in compliance with the terms hereof.

      Except as expressly set forth in this Certificate of Designations, so long
as any shares of Series A Preferred  Stock remain  outstanding,  the Corporation
shall not issue any shares of capital  stock which rank senior to, or PARI PASSU
with,  the Series A Preferred  Stock in respect of dividend  rights or rights on
liquidation, dissolution and winding up of the Corporation.  Notwithstanding any
provision in this Certificate of Designations to the contrary, (i) in connection
with any Senior  Funding  Event (as defined  below),  the  Corporation  shall be
permitted to issue shares of its capital stock ranking  senior to, or PARI PASSU
with, the Series A Preferred  Stock in respect of dividend  rights and rights on
liquidation,  dissolution  and  winding  up of  the  Corporation,  and  (ii)  in
connection  with any Parity Funding Event (as defined  below),  the  Corporation
shall be permitted to issue shares of its capital  stock ranking PARI PASSU with
the  Series A  Preferred  Stock in  respect  of  dividend  rights  and rights on
liquidation,  dissolution and winding up of the Corporation;  provided, however,
that no share of capital stock of the Corporation  issued in connection with any
Senior  Funding  Event or Parity  Funding  Event  shall  (i) have a  liquidation
preference in excess of the amount of cash consideration paid to the Corporation
for such  share,  or (ii) have the right to receive or accrue any  dividends  or
other distributions in excess of 20% per annum of the liquidation  preference of
such share,  which

                                       2

dividends or other  distributions shall accrue on a daily basis. For purposes of
this  Certificate of  Designations,  (A) a "Senior Funding Event" shall mean any
transaction  or series of related  transactions  that results in the issuance by
the Corporation of equity securities to one or more investors in connection with
which the Corporation receives in return net proceeds of at least $25 million in
cash or cash  equivalents  and (B) a  "Parity  Funding  Event"  shall  mean  any
transaction  or series of related  transactions  that results in the issuance by
the Corporation of equity securities to one or more investors in connection with
which the Corporation  receives in return net proceeds of at least $5 million in
cash or cash equivalents.

     2.  DIVIDENDS.  The  holders  of shares of Series A  Preferred  Stock  (the
"Holders")  shall be entitled to receive  cumulative  preferential  dividends on
such shares,  which  dividends will accrue on a daily basis beginning on January
1,  2003 at the rate per  share of 10% per annum of the  Preference  Amount  (as
defined  below) and will be payable in cash  (whether or not earned or declared)
semi-annually  in arrears on each of the first day of January  and July,  or, if
any such date is not a business day, on the next succeeding business day (each a
"Dividend  Payment  Date").  Dividends  payable on the Series A Preferred  Stock
shall  accrue on a daily  basis and shall be  computed on the basis of a 360-day
year consisting of twelve 30-day months. The first Dividend Payment Date will be
July 1, 2003.

      Dividends on the Series A Preferred  Stock shall accrue whether or not the
Corporation  has  earnings  or profits,  whether or not there are funds  legally
available  for the  payment  of  dividends  and  whether  or not  dividends  are
declared. Dividends will accumulate to the extent they are not paid when due.

      If the  Corporation  fails to pay any  required  dividends on the Series A
Preferred Stock for any dividend period,  the Corporation and each subsidiary of
the Corporation that is not a

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securitization trust, a special purpose entity, or an entity whose purpose is to
serve as a finance  subsidiary  (each,  a  "Subsidiary"  and  collectively,  the
"Subsidiaries")  shall  not,  and the  Corporation  shall not  permit any of its
Subsidiaries  to,  directly or  indirectly:  (i) declare,  pay, or set apart for
payment any dividend or make any other payment or distribution on account of the
Corporation's  or any of its  Subsidiaries'  Equity Interests (as defined below)
other than (A) dividends or other payments or distributions payable in shares of
capital stock of the Corporation ranking junior to or PARI PASSU with the Series
A Preferred  Stock with  respect to dividend  rights and rights on  liquidation,
dissolution and winding up of the  Corporation,  (B) dividends or other payments
or  distributions  payable in respect of securities  issued in connection with a
Senior Funding Event or a Parity Funding Event,  which securities have dividends
payable in kind, (C) dividends or other payments or distributions payable to the
Corporation or any wholly owned Subsidiary of the Corporation,  or (D) dividends
or other  payments or  distributions  payable in respect of  securities  ranking
senior to the Series A  Preferred  Stock with  respect  to  dividend  rights and
rights on  liquidation,  dissolution  or  winding  up of the  Corporation;  (ii)
purchase, redeem or otherwise acquire or retire for value any Equity Interest of
the  Corporation  (except for (A) any Equity  Interest owned by any wholly owned
Subsidiary of the  Corporation,  or (B) any Equity  Interest  issued in a Senior
Funding Event) or any direct or indirect parent of the  Corporation,  including,
without  limitation,  any such Equity  Interest which is junior to or PARI PASSU
with the Series A  Preferred  Stock  held by (x) Hugh  Miller,  Marc E.  Miller,
Sidney  Miller,  and Lee  Miller,  any of their  respective  spouses  or  lineal
descendants  or any trust the  beneficial  interests of which are held by any of
such  persons  (collectively,  the  "Miller  Stockholders")  or  (y)  any  other
Affiliate of the  Corporation  (as such term is defined by Rule 144(a)(1)  under
the Securities Act of 1933, as amended (the "Securities  Act")), or (iii) pay or
make  available any

                                       4

monies for any sinking fund for the purchase,  redemption or
acquisition of any Equity Interest  described in clause (ii) above, in each case
until such time as full cumulative dividends on all outstanding shares of Series
A Preferred Stock have been paid for two consecutive  dividend periods following
the dividend period for which the Corporation so failed to pay such dividends on
the Series A Preferred Stock.

      For purposes of this Certificate of Designations,  "Equity Interest" means
Capital  Stock and all  warrants,  options  (except  that for  purposes  of this
definition,  "options"  shall not  include any  transaction  with or relating to
options which shall have the direct or indirect  economic  effect of a repricing
of options,  including,  but not limited to, an issuer self-tender for options),
or other rights to acquire such Capital  Stock (but  excluding any debt security
that is convertible  into, or exchangeable  for, such Capital  Stock).  "Capital
Stock"  means  (i) in the case of a  corporation,  corporate  stock  (including,
without  limitation,  common stock and preferred stock),  (ii) in the case of an
association or business entity, any and all shares,  interests,  participations,
rights or other equivalents  (however  designated) of corporate stock,  (iii) in
the case of a partnership or limited  liability  company,  partnership  (whether
general or  limited) or  membership  interests,  and (iv) any other  interest or
participation that confers on the holder thereof the right to receive a share of
the  profits  and losses of, or  distributions  of assets of, the issuer of such
interest or participation.

      Notwithstanding   the  above,  this  Section  2  shall  not  prohibit  the
Corporation  from  paying  dividends  or  other   distributions  on,  redeeming,
purchasing  or otherwise  acquiring or retiring for value shares of the Series A
Preferred  Stock;  provided  that such  dividends,  distributions,  redemptions,
purchases or acquisitions are made pro rata among all Holders.

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      No  dividends  on the  Series  A  Preferred  Stock  shall  be  paid by the
Corporation  to the  extent the  payment  of such  dividends  is  restricted  or
prohibited by law.

     3.  LIQUIDATION.  Upon any  liquidation,  dissolution  or winding up of the
Corporation,  whether voluntary or involuntary, the Holders shall be entitled to
receive, out of assets available for distribution to stockholders, an amount per
share (subject to appropriate  adjustments in the event of any stock  dividends,
stock splits or other similar events) (the "Liquidation  Amount"),  equal to the
sum of (i)  $100  (the  "Preference  Amount"),  plus  (ii)  accrued  and  unpaid
dividends  on such share  (whether or not earned or  declared) to the date fixed
for liquidation,  dissolution or winding up, after the distribution of assets to
holders  of  shares of  capital  stock  with  liquidation  rights  senior to the
liquidation  rights of the Holders,  but before any  distribution  or payment is
made to the  holders of shares of Common  Stock or any other  series or class of
capital stock with  liquidation  rights junior to the liquidation  rights of the
Holders.  If,  upon any  such  liquidation,  dissolution  or  winding  up of the
Corporation or the  consolidation  or merger of the Corporation with or into any
other entity that is not an Affiliate of the Corporation,  the  consolidation or
merger of any other entity that is not an Affiliate of the  Corporation  with or
into the Corporation, or the sale of all or substantially all of the property or
business  of the  Corporation  to an  entity  that  is not an  Affiliate  of the
Corporation,  the assets  distributable  to the Holders shall be insufficient to
permit the payment in full to the Holders of the  Liquidation  Amount,  then the
entire  assets of the  Corporation  shall be  applied  ratably  to the  Series A
Preferred  Stock and any other  capital stock of the  Corporation  PARI PASSU in
respect of liquidation  preference,  in proportion to the respective liquidation
preferences  to which they  otherwise  would be  entitled.  Notwithstanding  the
foregoing,  neither the merger nor the consolidation of the Corporation, nor the
sale,  lease or  conveyance  of all or a part of its property and business as an

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entirety, shall be deemed to be a liquidation,  dissolution or winding up of the
Corporation   within  the  meaning  of  this  Section  3,  unless  such  merger,
consolidation,  sale,  lease or conveyance shall be in connection with a plan of
liquidation,  dissolution or winding up of the Corporation. After payment of the
Liquidation  Amount to which it is  entitled,  no Holder  will have any right or
claim to any of the Corporation's remaining assets.

     4.  PREEMPTIVE  RIGHTS;  SINKING FUND. The Holders shall have no preemptive
rights with respect to the issuance of any shares of the  Corporation's  capital
stock or any of the Corporation's  securities  convertible into,  exercisable or
exchangeable  for,  or  carrying  rights or  options to  purchase  shares of the
Corporation's  capital stock.  Shares of Series A Preferred  Stock are perpetual
and are not convertible into shares of Common Stock or any other class or series
of capital stock of the Corporation and will not be subject to any sinking fund.

     5. RIGHT TO REPURCHASE SHARES. Subject to Section 2 above and to Section 10
below,  the  Corporation may purchase shares of Common Stock in the open market,
from persons not affiliated with the Corporation, provided that (i) all dividend
payments otherwise due to the Holders have been paid (provided,  that a dividend
payment shall be deemed paid when due if actually paid within five business days
following the applicable  Dividend Payment Date), (ii) the Corporation is not in
default of any of the provisions of this Certificate of Designations,  and (iii)
the shares are purchased  substantially  in accordance with the  requirements of
Rule 10b-18 as in effect under the  Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  or on such other terms and conditions as the Board shall
have determined are reasonably  designed to prevent such purchases from having a
material effect on the trading market for the Common Stock.

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     6.  VOLUNTARY  REDEMPTION.  The shares of Series A  Preferred  Stock may be
redeemed  by the  Corporation  on a pro rata basis at any time after the date of
issuance,  for an amount  per share in cash  equal to the sum of the  Preference
Amount plus  accumulated and unpaid dividends on such share, if any, to the date
of redemption  (such sum, the "Redemption  Price").  The Corporation  shall give
written  notice (a  "Redemption  Notice") to each Holder of any redemption to be
effected pursuant to this Section 6, which Redemption Notice shall be mailed not
less than 30 nor more  than 60 days  prior to the date of  consummation  of such
redemption  (the  "Redemption  Date").  The Redemption  Notice shall contain the
following information: (i) the number of shares of Series A Preferred Stock held
by such  Holder  which shall be  redeemed  by the  Corporation  pursuant to this
Section 6; (ii) the  Redemption  Date; and (iii) the address at which the Holder
may surrender to the Corporation  its  certificate or certificates  representing
shares of Series A  Preferred  Stock to be  redeemed.  Dividends  shall cease to
accrue on any  shares of Series A  Preferred  Stock  redeemed  pursuant  to this
Section 6 on and following the Redemption  Date. Each Holder of shares of Series
A Preferred Stock to be redeemed shall surrender the certificate or certificates
representing  such  shares  to the  Corporation  at the place  specified  in the
Redemption  Notice,  and thereupon an amount equal to the Redemption Price shall
be paid to the order of the person  whose name  appears on such  certificate  or
certificates.

     7. MANDATORY  REDEMPTION.  Except as otherwise  provided in this Section 7,
each Holder, at such Holder's option which option must be exercised or forfeited
within 20 business  days after  receipt by such Holder from the  Corporation  of
notice of the  occurrence of a Mandatory  Redemption  Event (as defined  below),
which such notice shall contain,  among other things, a detailed  description of
such Mandatory  Redemption  Event and a detailed outline of the

                                       8

process by which the  Corporation  shall redeem all or any portion of the shares
of Series A  Preferred  Stock then held by such Holder in  accordance  with this
Section 7, may  require  the  Corporation  to redeem  all or any  portion of the
shares of Series A Preferred  Stock then held by such Holder,  for an amount per
share in cash equal to the Redemption  Price,  upon the occurrence of any of the
following  events (each such event,  a "Mandatory  Redemption  Event"):  (i) the
adoption of a plan relating to the liquidation, dissolution or winding up of the
Corporation,  (ii) the sale,  lease,  transfer,  conveyance or other disposition
(other  than  pursuant  to  a  securitization,   warehouse  facility,   residual
receivable   financing   arrangement,   credit  facility,   or  other  financing
arrangement  entered into by the  Corporation  or any of its  Affiliates  in the
ordinary  course  of  business),  in one  transaction  or a  series  of  related
transactions,  of all or substantially  all of the assets of the Corporation and
its  Subsidiaries,  taken  as a  whole,  to any  person  or  entity,  (iii)  the
consolidation of the Corporation  with, or the merger of the Corporation with or
into, any entity,  or the consolidation of any entity with, or the merger of any
entity with or into, any entity, or the consolidation of any entity with, or the
merger of any entity with or into, the  Corporation,  in any such event pursuant
to a transaction in which any of the outstanding Voting Stock of the Corporation
is converted  into or exchanged for cash,  securities or other  property,  other
than any such transaction where the Voting Stock of the Corporation  outstanding
immediately  prior to such transaction is converted into or exchanged for Voting
Stock of the  surviving  or  transferee  entity  constituting  a majority of the
outstanding  shares of the Voting Stock of such  surviving or transferee  entity
(calculated immediately after giving effect to such issuance) (provided that for
the purposes of this clause  (iii),  any  transfer of any equity  interest of an
entity  that  was  formed  for the  purpose  of  acquiring  Voting  Stock of the
Corporation will be deemed to be a transfer of such portion of such Voting Stock
as  corresponds  to the  portion of the equity of such  entity  that

                                       9

has been so  transferred),  (iv) a majority of the members of the Board who were
members of the Board on the date on which the shares of Series A Preferred Stock
were  originally  issued (the  "Original  Issue Date") or who were nominated for
election  or  elected  to the  Board  with the  approval  of a  majority  of the
directors  who were members of the Board on the Original  Issue Date,  no longer
serve as members of the Corporation's Board (excluding the Additional  Directors
(as  defined  in  Section  10  below));  (iv)  commencement  by or  against  the
Corporation  of a  case,  proceeding  or  other  action,  whether  voluntary  or
involuntary, under any law relating to bankruptcy, insolvency, reorganization or
relief of  debtors;  (v) the sale of the  Corporation  through  the  exercise of
creditors'  remedies;  or (vi)  the  Corporation's  breach  of any  term of this
Certificate  of  Designations  that  does or could  reasonably  be  expected  to
materially and adversely  affect the rights of the Holders;  or (vii) the Miller
Stockholders,  considered  together,  shall own, directly or indirectly,  in the
aggregate  a number  of  shares  of  Common  Stock  that is less than 50% of the
aggregate  number of shares of Common  Stock  owned by the  Miller  Stockholders
considered  together,  on the  Original  Issue  Date.  For the  purposes of this
Section 7, the "Voting Stock" of any entity shall mean the capital stock of such
entity that is at the time  entitled to vote  generally  in the  election of the
board of the directors of such entity.

      Each Holder of shares of Series A Preferred Stock to be redeemed  pursuant
to this Section 7 shall surrender the  certificate or certificates  representing
such shares to the  Corporation,  and thereupon an amount per share equal to the
Redemption  Price  shall be paid in cash to the order of the  person  whose name
appears on such certificate or certificates.

      Notwithstanding  the above,  upon the occurrence of a transaction or event
described in (ii),  (iii) or (iv) of this Section 7, the Holders  shall not have
the right to require the  Corporation to redeem all or any portion of the shares
of Series A Preferred Stock then held by them if (i) (a)

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immediately  following the consummation of such transaction or the occurrence of
such event the  Holders  will  continue to hold all shares of Series A Preferred
Stock held by them  immediately  preceding  such  transaction,  and all dividend
payments payable in respect thereof, including any accrued cumulative dividends,
shall  have  been  paid  and (b) in  connection  with  such  transaction  or the
occurrence  of such  event  the  holders  of  shares  of  capital  stock  of the
Corporation  ranking  junior to the Series A  Preferred  Stock  with  respect to
dividend rights and/or rights on the liquidation,  dissolution and winding up of
the Corporation  ("Junior  Securities") receive or retain only shares of capital
stock of the  Corporation  ranking  junior to the Series A Preferred  Stock with
respect  to  dividend  rights  and rights on the  liquidation,  dissolution  and
winding up of the  Corporation,  or (ii) (a) in connection with such transaction
the  Holders  of shares of Series A  Preferred  Stock  receive  in  exchange  or
consideration  for such shares cash or securities issued by an entity other than
the  Corporation  having a fair market value equal to the  aggregate  Preference
Amount  of all  shares  of  Series  A  Preferred  Stock  held  by  such  Holders
immediately prior to such transaction, plus accrued and unpaid dividends thereon
(whether  or not  earned  or  declared)  to the  date  of  consummation  of such
transaction,  (b) if in  connection  with such  transaction  the  Holders of the
Series A  Preferred  Stock are to receive or will hold  securities  issued by an
entity other than the  Corporation,  then (i) the Holders shall have received an
opinion from a nationally  recognized  investment banking firm, which firm shall
be reasonably  satisfactory to the Holders of a majority of the shares of Series
A Preferred Stock issued and outstanding  immediately  prior to the consummation
of such  transaction,  to the effect  that  after  conducting  an  investigation
customary  to a  transaction  of this  type  the  investment  banking  firm  has
determined that such entity's financial condition will be, immediately following
and  giving  effect to such  transaction,  equal or  superior  to the  financial
condition  of the  Corporation  immediately  prior to the  consummation  of such
transaction,  and (ii) such  securities  shall  entitle the Holders to rights in
respect of dividends and rights on  liquidation,  dissolution  and winding up of
the Corporation which are not less favorable to the Holders than any such rights
in respect of the  Series A  Preferred  Stock,  and (c) if in  exchange  for the
Junior  Securities held by them the Miller  Stockholders  and the holders of all
Junior Securities of the Corporation receive only securities in such transaction
which rank  junior to the  securities  received  by the  Holders of the Series A
Preferred Stock in such  transaction  with respect to dividend rights and rights
on liquidation, dissolution and winding up.

     8.  REACQUIRED  SHARES.  Any and all  shares  of Series A  Preferred  Stock
purchased,  redeemed or otherwise  acquired by the Corporation  shall be retired
and  canceled.  Such shares will become  authorized  but unissued  shares of the
Corporation's  preferred  stock,  shall no  longer  be  designated  as  Series A
Preferred Stock and,  subject to the terms of this  Certificate of Designations,
shall be subject to reissuance  as part of a new class of preferred  stock if so
designated by the Corporation's Board.

     9. RESTRICTIONS ON TRANSFER. No Holder may transfer any of shares of Series
A Preferred Stock unless the transferee is (i) a "qualified institutional buyer"
as defined in Rule 144A  promulgated  pursuant to the  Securities Act and (ii) a
"qualified  institutional  buyer" as defined in  Section  2(a)(51)(A)  under the
Investment Company Act of 1940, as amended. Compliance with this Section 9 shall
be  evidenced  if the  transferee  has  provided  an  Investor  Certificate,  in
substantially  the form  attached  hereto  as  Exhibit  A, to the  Corporation's
transfer agent.

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     10.  VOTING  RIGHTS.  Except as set forth  below  and  except as  otherwise
required by the General  Corporation  Law of the State of Delaware,  the Holders
shall have no voting rights.

     (a) Without the prior written  approval of the Holders of a majority of the
shares of Series A Preferred Stock then  outstanding,  the Corporation shall not
(i) authorize,  create or issue, or increase the authorized amount of, any class
or series of  capital  stock  ranking  senior to or PARI PASSU with the Series A
Preferred  Stock in  respect  of  voting,  dividend  rights or  rights  upon the
liquidation,  dissolution  or winding up of the  Corporation,  or  increase  the
authorized  number  of  shares  of the  Series A  Preferred  Stock,  or  create,
authorize or issue any instrument or security  convertible  into or exchangeable
for shares of Series A Preferred Stock or shares of any other class or series of
stock  ranking  senior to or PARI  PASSU with the  Series A  Preferred  Stock in
respect of voting,  dividend rights or rights upon the liquidation,  dissolution
or winding up of the Corporation, except upon the occurrence of a Senior Funding
Event or a Parity Funding Event, or (ii) subject to Section 12 hereof, amend the
terms  of the  Corporation's  certificate  of  incorporation,  by-laws  or other
charter  documents  in a manner  that would  adversely  affect the rights of the
Holders.

     (b) Without the prior written  approval of the Holders of a majority of the
shares  of  Series  A  Preferred  then  outstanding,  the  Corporation  and each
Subsidiary  shall  not,  and  the  Corporation  shall  not  permit  any  of  its
Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make
any other payment or distribution on account of the  Corporation's or any of its
Subsidiaries'  Equity  Interests  junior to or on parity  with,  in  respect  of
dividend  rights and rights on  liquidation,  dissolution  and winding up of the
Corporation,  the Series A  Preferred  Stock  (except  for shares  issued to the
Miller  Stockholders  in connection  with a Parity  Funding

                                       13

Event)  owned by the Miller  Stockholders,  (ii)  purchase,  redeem or otherwise
acquire or retire for value any Equity Interests junior to or on parity with, in
respect of dividend rights and rights on liquidation, dissolution and winding up
of the  Corporation,  the Series A Preferred  Stock of the Company  owned by the
Miller  Stockholders,  or (iii) enter into any agreement  that would restrict in
any manner the Corporation's compliance with this Certificate of Designations.

     (c) To the extent  permitted by law, if the  Corporation  fails to pay cash
dividends on the Series A Preferred Stock for a total of five dividend  periods,
the Holders of the then  outstanding  shares of Series A  Preferred  Stock shall
have the right, voting separately as one class, and until terminated as provided
below, to elect two directors for newly created  directorships  (the "Additional
Directorships")  on the  Corporation's  Board (such  directors,  the "Additional
Directors").  So long as any  shares  of the  Series A  Preferred  Stock  remain
outstanding,  the number of members of the Corporation's  Board shall not exceed
10 (including the Additional  Directors,  if any) unless the  Corporation  shall
have received the prior written consent of the Holders of at least a majority of
the then outstanding shares of Series A Preferred Stock to increase such number.

      At any time when the right to elect Additional Directors is vested and has
not yet  terminated,  within 30 days  after such right  shall have  vested,  the
Corporation   shall  call,  in  the  manner   provided  by  the  certificate  of
incorporation  and by-laws of the Corporation,  a special meeting of the Holders
to elect  Additional  Directors  to be held not later  than 30 days  after  such
special  meeting  shall have been  called.  At such time when  dividends  on the
Series A Preferred  Stock have been paid in full for four  consecutive  dividend
periods, the right of the Holders to elect Additional Directors shall terminate,
subject to  revesting in the event of each and every  subsequent  failure on the
part of the Corporation to pay dividends for five dividend  periods as

                                       14

described above. Any vacancies with respect to the Additional Directors,  if the
right to elect such Additional  Directors is then vested, shall be filled by the
affirmative  vote of the Holders of at least a majority of the then  outstanding
shares of Series A Preferred Stock.

     Any Additional  Director may be removed at any time, either with or without
cause, by the affirmative vote of the Holders of at least a majority of the then
outstanding shares of Series A Preferred Stock,  voting separately as one class,
at a duly held meeting of the Holders.

     Upon  termination of the right to elect Additional  Directors,  the term of
office  of all  Additional  Directors  then in  office  shall  terminate  unless
otherwise  required by law. Upon such termination,  the number of members of the
Corporation's  Board will be reduced by two, subject to future increase pursuant
to subsection (b) of this Section 10.

     Each of the  directors  elected by the Holders  pursuant to this Section 10
shall be entitled to the same number of votes to which each of the other members
of the Corporation's Board is entitled on any and all matters on which the other
members of the Corporation's Board are entitled to vote.

     11. NOTICE OF CERTAIN EVENTS. If at any time:


     (a) the Corporation or any of its  Subsidiaries  shall declare any dividend
or  distribution  the declaration or payment of which would be prohibited by the
terms of this Certificate of Designations;

     (b) any recapitalization of the Corporation,  or consolidation or merger of
the  Corporation  with,  or sale of all or  substantially  all of its assets to,
another corporation or business organization shall occur;

     (c) any Mandatory Redemption Event shall occur; or

                                       15

     (d) the Corporation or any of its Subsidiaries  enters into an agreement to
engage in any of the  activities  described in (a), (b), or (c) above,  then, in
any one or more of such cases, the Corporation shall give the registered Holders
of shares of Series A Preferred Stock written notice, by registered mail, of the
date on which a record shall be taken for such dividend or  distribution  or for
determining  the  stockholders  entitled  to vote  upon  such  recapitalization,
consolidation,  merger, sale, dissolution,  liquidation or winding up and of the
date when any such transaction shall take place, as the case may be. Such notice
shall also specify the date as of which the holders of record of any  securities
shall  participate  in such  dividend or  distribution,  or shall be entitled to
exchange their securities for securities or other property deliverable upon such
recapitalization,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding up, as the case may be. Such  written  notice shall be given at least 20
days prior to the record date with respect thereto.

     12.  INFORMATION.  The Corporation shall,  during any period in which it is
not subject to Section 13 or 15(d) under the Exchange Act, make available to any
owner or  beneficial  owner of shares of Series A Preferred  Stock in connection
with any sale thereof and any  prospective  purchaser of such Series A Preferred
Stock  designated by such owner or beneficial  owner,  the information  required
pursuant to Rule 144A(d)(4) under the Securities Act upon the written request of
any owner or beneficial  owner of such Series A Preferred Stock and it will take
such further action as any owner or beneficial  owner of such Series A Preferred
Stock may reasonably  request,  all to the extent  required from time to time to
enable  such  owner or  beneficial  owner to sell its Series A  Preferred  Stock
without  registration  under the  Securities  Act within the  limitation  of the
exemption  provided by Rule 144A, as such Rule may be amended from time to time.
Upon the written  request of any owner or any beneficial  owner of such Series

                                       16

A  Preferred  Stock,  the  Corporation  will  deliver  to such  owner a  written
statement as to whether it has complied with such requirements.

     13. AMENDMENTS.  The provisions of this Certificate of Designations may not
be amended,  modified or waived without the written consent or affirmative  vote
of the holders of at least a 66 2/3% of the then outstanding  shares of Series A
Preferred  Stock.  Except to the extent required by law, the vote of the holders
of any other class of capital stock of the  Corporation  is not required for the
amendment,   modification  or  waiver  of  the  terms  of  this  Certificate  of
Designations.

      IN WITNESS WHEREOF,  the undersigned has executed this certificate this 23
day of August, 2001.

                                        DELTA FINANCIAL CORPORATION

                                        By:   /S/ MARC E. MILLER
                                              -------------------------
                                        Name: Marc E. Miller
                                        Title:Senior Vice President and
                                              Secretary


                                       17
<PAGE>

                                                                       EXHIBIT A

                              INVESTOR CERTIFICATE

Mellon Investor Services, LLC
44 Wall Street - 6th Floor
New York, New York 10005
Attn: Cynthia Gonzalez

Delta Financial Corporation
1000 Woodbury Road, Suite 200
Woodbury, New York 11797

      Re:   PREFERRED STOCK OF DELTA FINANCIAL CORPORATION (THE "SECURITIES")
            -----------------------------------------------------------------

Ladies and Gentlemen:

A.    QUALIFIED INSTITUTIONAL BUYER

      In  connection  with our purchase of the  Securities  listed on Schedule 1
attached hereto,  the undersigned  certifies to each of the parties to whom this
letter is addressed  that it is a qualified  institutional  buyer (as defined in
Rule 144A under the Securities Act of 1933, as amended (the "Act")) as follows:

     1. It owns and/or  invests on a  discretionary  basis  eligible  securities
(excluding   affiliate's   securities,   bank  deposit  notes  and  CD's,   loan
participations,  repurchase  agreements,  securities  owned  but  subject  to  a
repurchase  agreement and  currency,  interest  rate and  commodity  swaps),  as
described below:

            Amount: $_________________; and

     2. The dollar amount set forth above is:

             1.  |_|  greater  than  $100  million  and  the  undersigned is one
     of the following entities:

     a. |_| an insurance company as defined in Section 2(13) of the Act;1 or

-----------------------------
1 A purchase by an insurance  company for one or more of its separate  accounts,
as defined by Section 2(a)(37) of the Investment  Company Act of 1940, which are
neither  registered  under Section 8 of the  Investment  Company Act of 1940 nor
required to be registered  thereunder,  shall be deemed to be a purchase for the
account of such insurance company.


     b. |_| an investment company registered under the Investment Company Act or
any  "business  development  company"  as  defined in  Section  2(a)(48)  of the
Investment Company Act of 1940, as amended (the "Investment  Company Act") or as
defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

     c. |_| a Small  Business  Investment  Company  licensed  by the U.S.  Small
Business  Administration  under  Section  301(c)  or (d) of the  Small  Business
Investment Act of 1958; or

     d. |_| a plan (i)  established  and  maintained  by a state,  its political
subdivisions,  or any  agency  or  instrumentality  of a state or its  political
subdivisions,  the laws of which permit the purchase of securities of this type,
for the benefit of its employees and (ii) the governing investment guidelines of
which permit the purchase of securities of this type; or

     e. |_| an  employee  benefit  plan  within  the  meaning  of title I of the
Employee Retirement Income Security Act of 1974; or

     f. |_| a trust fund  whose  trustee  is a bank or trust  company  and whose
participants are exclusively plans of the types identified in numbers (4) or (5)
above,  except trust funds that include as  participants  individual  retirement
accounts on H.R. 10 plans; or

     g. |_| a corporation  (other than a U.S. bank, savings and loan association
or  equivalent  foreign  institution),  partnership,  Massachusetts  or  similar
business  trust,  or an  organization  described  in  Section  501(c)(3)  of the
Internal Revenue Code; or

     h. |_| a bank as defined in Section  3(a)(2) of the Act, a savings and loan
association or other institution as referenced in Section 3(a)(5)(A) of the Act,
or a foreign bank or savings and loan  association  or  equivalent  institution,
which has an audited  net worth of at least $25 million as  demonstrated  in its
latest  annual  financial  statements  as of a date  not  more  than  16  months
preceding  the  date of sale in the  case of a U.S.  bank or  savings  and  loan
association  or 18  months  in the case of a foreign  bank or  savings  and loan
association or equivalent institution; or

     i. |_| an investment adviser registered under the Investment Advisers Act;

             2. |_|  greater  than  $10  million, excluding any unsold allotment
     or  subscription  in  a  public  offering,  and the undersigned is a dealer
     registered pursuant to Section 15 of the Exchange Act; or

             3. |_|  the  undersigned is a dealer registered pursuant to Section
     15 of the  Exchange  Act and is purchasing  these  securities in a riskless
     principal transaction on behalf of a qualified institutional buyer; or

             4. |_| less than $100 million, and the undersigned is an investment
     company registered  under the  Investment Company  Act, acting  for its own
     account or for the accounts of other qualified  institutional  buyers, that
     is  part  of a

                                       2

     "family of  investment  companies"  which  own  at  least  $100  million of
     eligible securities; or

             5. |_| less  than  $100  million, and the undersigned is an entity,
     all the equity owners of which are qualified institutional buyers.

     3. The undersigned  further  certifies that it is purchasing the Securities
for its own account or for the account of others that  independently  qualify as
"Qualified  Institutional  Buyers" as defined in Rule 144A. It is aware that the
sale of the  Securities  are being made in reliance on its continued  compliance
with Rule 144A.

     4. The undersigned  understands that the Securities may be resold,  pledged
or  transferred  only  to  a  person  reasonably  believed  to  be  a  Qualified
Institutional  Buyer that  purchases for its own account or for the account of a
Qualified Institutional Buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance in Rule 144A.

B.    QUALIFIED PURCHASER

     In  connection  with our  purchase of the  Securities  listed on Schedule 1
attached hereto,  the undersigned  certifies to each of the parties to whom this
letter is  addressed  that it is a  qualified  purchaser  (as defined in Section
2(a)(51)(A) under the Investment Company Act) as follows:

1.   |_|   The purchaser is a natural person who beneficially owns not less than
     $5,000,000  in "investments" either separately or  jointly  or as community
     property with his or her spouse;2

2.   |_| With   respect   to  Delta  Funding   Residual  Exchange  Company,  LLC
     ("Exchange  Company  LLC")  and Delta  Funding  Residual  Management,  Inc.
     ("Management  Inc."),  the  purchaser is (i) a director,  trustee,  general
     partner,  managing  member,  or advisory  board  member;  (ii) an executive
     officer3;  or  (iii)  an  employee4  who  regularly   participates  in  the
     investment  activities of Exchange  Company LLC or Management  Inc. (or its
     affiliates)  and has performed  such role with respect to Exchange  Company
     LLC, Management Inc. or its affiliates for at least 12 months;

3.   |_| The  purchaser  is  an entity which (i) was not formed for the specific
     purpose of investing in Exchange Company LLC and Management  Inc.5; (ii) is
     acting  for  its  own
-------------------------------
2 In order to  complete  question  1, please read Annex A at the end of Investor
Questionnaire for information  regarding what is includable in "investments" and
for information regarding the valuation of such "investments."
3 Includes any (a)  president,  (b) vice president in charge of a business unit,
division  or  function,  or (c) any other  person who  performs a  policy-making
function.
4 Excludes  an     employee      performing  solely  clerical,   secretarial  or
administrative functions.
5 A purchaser may be deemed to be "formed for the specific  purpose of investing
in  Exchange  Company LLC and  Management  Inc." if either (i) the amount of the
Securities  purchased  by the  purchaser  exceeds 40% of the total  assets (on a
consolidated  basis with its  subsidiaries)  of the  purchaser or (ii)  interest
holders in the purchaser are able

                                        3

     account  or  the   accounts   of  other   "qualified purchasers"6; and (iv)
     in the aggregate owns and invests on a  discretionary  basis  not less than
     $25,000,000 in "investments;"

4.   |_|   Each  beneficial  owner of the purchaser's securities is a "qualified
     purchaser;"6

5.   |_| The  purchaser  is an  entity which (i) was not formed for the specific
     purpose  of  investing  in  the  Securities;5  (ii)   owns  not  less  than
     $5,000,000 in  "investments";  and (iii)  is directly or  indirectly  owned
     entirely by or for a "Family Company;"7

6.   |_| The purchaser is a "qualified institutional  buyer"8 acting for its own
     account or the account of other qualified  institutional  buyers,  PROVIDED
     that:

     (i) a dealer  described in paragraph  (a)(1)(ii)  of Rule 144A must own and
         invest on a  discretionary  basis at least $25 million in securities of
         issuers that are not affiliated persons of the dealer; and

     (ii)a plan  referred  to in paragraph  (a)(1)(D) or (a)(1)(E) of Rule 144A,
         or a trust fund  referred to in  paragraph  (a)(1)(F) of Rule 144A that
         holds the  assets of such a plan,  will only be deemed to be acting for
         its own account to the extent that investment decisions are made by the
         fiduciary,  trustee  or sponsor  of such plan  (i.e.,  there must be at
         least $100  million of  non-self-directed  assets in the plan) and then
         only with respect to the assets as to which  investment  decisions  are
         made by the fiduciary, trustee or sponsor;

      or

7.    |_|  The  purchaser  is a  trust  that  (i) is  directed  by a  "qualified
      purchaser;"6  (ii) was not formed for the specific purpose of investing in
      the  Securities;5  and (iii) with  respect to which each  settlor or other
      person who contributed assets is a "qualified purchaser." 6

C.    OTHER

1.    The  undersigned  has received and carefully  reviewed the  Certificate of
      Incorporation,  Certificate of Designations and by-laws of Delta Financial
      Corporation.  The  undersigned has had the opportunity to review all other
      documents and information  which the undersigned has requested  concerning
      its investment in the Securities.  The undersigned has had the opportunity
      to ask questions of Delta  Financial  Corporation,  which  questions  were
      answered to its satisfaction.


--------------------------------------------------------------------------------
to   decide  individually   whether  to  participate,  or  the  extent  of their
participation,  in the  purchaser's  investment  in  Exchange  Company  LLC  and
Management Inc. (I.E.,  holders of interests in the purchaser  determine whether
their  capital  will form part of the capital  invested by the  purchaser in the
Securities).
6 "Qualified  purchaser"  includes any individual referred to in question 1 or 2
of this  Section B or any entity  referred to in question 3 or 5 of this Section
B.
7 A "Family Company" consists of two or more natural persons who are related (as
siblings or spouses) (including former spouses), or direct lineal descendants by
birth or adoption), their spouses, and estate or foundations,  charities, trusts
or other entities formed by them or for their benefit.
8  As defined in paragraph (a) of Rule 144A under the 1933 Act.

                                       4

<PAGE>


      IN WITNESS WHEREOF, this document has been executed by the undersigned who
is duly  authorized  to do so on behalf of the  undersigned  on the _____ day of
___________, 200__.
                                    [Name of purchaser]




                                    By:
                                    Name:
                                    Title 9:






--------------------------------
9  Must be President, Chief Financial Officer, or other authorized officer.

                                       5

<PAGE>

                                                                         ANNEX A

                                   Investments

      For determining whether the purchaser is a "qualified  purchaser" the term
"investments"  includes:

     1.  Securities,  other  than  securities  of an issuer  that  controls,  is
controlled  by, or is under common  control  with,  the Investor  that owns such
securities,  unless  the  issuer of such  securities  is a "public  company,"  a
"financial company" or has more than $50 million in equity, as reflected on such
company's  financial  statements  which present such equity  information as of a
date  within  16  months  preceding  the date on  which  the  Investor  acquires
Interests.  The term "public  company"  includes all companies that file reports
pursuant  to  Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as
amended,  or have a class of securities that are listed on a Designated Offshore
Securities  Market,  as  defined  by  Regulation  S of the  1933  Act.  The term
"financial  company"  includes  a  commodity  pool  or an  "investment  company"
(whether  U.S. or offshore) or a company  required to register as such under the
1940 Act but for the  exclusions  or  exemptions  provided by  sections  3(c)(1)
through 3(c)(9) of the 1940 Act;

     2. Real  estate held for  investment  purposes so long as it is not used by
the prospective "qualified purchaser" or a close relative (generally, a sibling,
spouse,  former  spouse,  direct  ancestor or  descendent or a spouse of such an
ancestor or descendent) for personal or business purposes.  However, real estate
owned by a prospective "qualified purchaser" who is primarily in the real estate
business is includable as an "investment" even if it is used by the owner;

     3.  "Commodity  interests" or "physical  commodities"  held for  investment
purposes by the  Investor.  "Commodity  interests"  includes  commodity  futures
contracts,  options on  commodity  futures  contracts,  and  options on physical
commodities  traded  on or  subject  to the  rules  of (i) any  contract  market
designated for trading such  transactions  under the Commodity Act and the rules
thereunder or (ii) any board of trade or exchange outside the United States,  as
contemplated  in  Part  30 of the  rules  under  the  Commodity  Act.  "Physical
commodities"  includes any physical commodity with respect to which a "Commodity
Interest"  is  traded  on a market  specified  in the  definition  of  commodity
interests above;

     4. To the extent not  securities,  "financial  contracts"  entered into for
investment  purposes or in connection with  investments.  "Financial  contracts"
includes any arrangement  that (i) takes the form of an individually  negotiated
contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other
similar   individually   negotiated   transaction   commonly   entered  into  by
participants  in the  financial  markets;  (ii)  is in  respect  of  securities,
commodities,  currencies,  interest or other rates,  other measures of value, or
any other financial or economic  interest  similar in purpose or function to any
of the  foregoing;  and (iii) is entered  into in response  to a request  from a
counterparty  for a quotation,  or is otherwise  entered into and  structured to
accommodate the objectives of the counterparty to such arrangement;

     5. In the case of an  Investor  that is a commodity  pool or an  investment
company  excepted from  registration  by section  3(c)(1) or 3(c)(7) of the 1940
Act,  any  amounts  payable to such  Investor  pursuant to a firm  agreement  or
similar binding commitment upon the demand of the Investor; and

     6. Cash and cash  equivalents  held for investment  purposes,  such as bank
deposits, foreign currencies, certificates of deposits, net cash surrender value
of an insurance policy and cash held for defensive purposes.

     "Investments"  do not include other assets which do not reflect  experience
in the  financial  markets,  such as  jewelry,  art  work,  antiques  and  other
collectibles.

                                       2

     For purposes of determining the amount of "investments" owned by a company,
"investments"  of a parent company and its  majority-owned  subsidiaries  may be
aggregated to meet the minimum "investment" amount  requirements,  regardless of
which company is the prospective "qualified purchaser."

     For purposes of determining the amount of "investments"  owned by a natural
person,  there may be included  any  "investment"  held  jointly or as community
property with such  person's  spouse.  In  determining  whether  spouses who are
making a joint investment in the Fund are "qualified  purchasers,"  there may be
included in the amount of each spouse's "investments" any "investments" owned by
the other spouse (whether or not such "investments" are held jointly).

     In determining  whether a natural person is a "qualified  purchaser," there
may be included in the amount of such person's  "investments"  any "investments"
held in an individual  retirement  account or similar account the investments of
which are directed by and held for the benefit of such person.


                            Valuation Of Investments

      In determining the value of "investments" in order to ascertain "qualified
purchaser" status, the aggregate amount of "investments" owned and invested on a
discretionary  basis by such person can be either their fair market value on the
most recent  practicable date or the cost of such  "investments,"  provided that
the same method must be used for all "investments."  However,

(1) In  the case of "commodity  interests," the amount of  "investments"  is the
value of  the initial margin or option premium deposited in connection with such
"commodity interests" and

(2) In   each   case,    there   must  be  deducted  from  the  amount  of  such
"investments" the following amounts:

                                       3

      (a) The amount of any outstanding indebtedness incurred by the prospective
          "qualified purchaser" to acquire such "investments" and

      (b) In  the  case of a Family Company (as defined in footnote 7 above), in
          addition  to  the amounts  specified in paragraph  (2) (a) above,  any
          outstanding  indebtedness incurred by  an  owner of the Family Company
          to acquire the Family Company's "investments."

                                       4
<PAGE>

                                                                      SCHEDULE 1

                              PURCHASED SECURITIES

SECURITIY                                                     AMOUNT

Preferred Stock of Delta Financial Corporation