Exhibit 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                            RAC FINANCIAL GROUP, INC.
               (FORMERLY NAMED REMODELERS ACCEPTANCE CORPORATION)

                                      FIRST

         Name. The name of the corporation is RAC FINANCIAL GROUP, INC. (the
"Corporation").

                                     SECOND

         Registered Office. The registered office in the State of Nevada is
located at One East First Street, Reno, Nevada 89501. The name of its resident
agent at that address is The Corporation Trust Company of Nevada.

                                      THIRD

         Duration. The period of its duration is perpetual.

                                     FOURTH

         Purposes. The purpose for which the Corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the General Corporation Law of the State of Nevada.

                                      FIFTH

         Capital Stock. The capital stock of the Corporation shall be as
follows:

         A. General. The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 152,600,000, consisting of (1)
27,600,000 shares of Preferred Stock, $1.00 par value per share ("Preferred
Stock"), 300,000 of which shall be designated as Series A Cumulative Preferred
Stock and 2,300,000 of which shall be designated as Series B Cumulative
Preferred Stock and shall be governed by the rights, limitations and preferences
set forth in Section (B)(2) hereof, (2), 100,000,000 shares of Common Stock,
$.0l par value per share ("Common Stock"), and (3) 25,000,000 shares of
Non-Voting Common Stock, $.01 par value per share ("Non-Voting Common Stock").

         B. Series of Preferred Stock

         1. General. The Board of Directors is hereby expressly authorized, by
resolution or resolutions from time to time adopted, to provide, out of the
unissued shares of Preferred Stock, for the issuance of serial preferred Stock..
Before any shares of any such series are issued, the Board of Directors shall
fix and state, and hereby is expressly empowered to fix, by resolution or
<PAGE>

resolutions, the designations, preferences, and relative, participating,
optional or other special rights of the shares of each such series, and the
qualifications, limitations or restrictions thereon, including but not limited
to, determination of any of the following:

                  (a) the designation of such series, the number of shares to
         constitute such series and the stated value thereof if different from
         the par value thereof;

                  (b) whether the shares of such series shall have voting
         rights, in addition to any voting rights provided by law, and, if so,
         the terms of such voting rights, which may be full or limited;

                  (c) the dividends, if any, payable on such series and at what
         rates, whether any such dividends shall be- cumulative, and, if so,
         from what dates, the conditions and dates upon which such dividends
         shall be payable, the preference or relation that such dividends shall
         bear to the dividends payable on any such shares of stock of any other
         class or any other series of this class;

                  (d) whether the shares of such series shall be subject to
         redemption by the corporation, and, if so, prices and other terms and
         conditions of such redemption;

                  (e) the amount or amounts payable upon shares of such series
         upon, and the rights of the holders of such series in, the voluntary or
         involuntary liquidation, dissolution or winding up of, or upon any
         distribution of the assets of, the corporation;

                  (f) whether the shares of such series shall be subject -to the
         operation of a retirement or sinking fund and, if so, the extent to and
         manner in which any such retirement or sinking fund shall be applied to
         the purchase or redemption of the shares of such series for retirement
         or other corporate purposes and the terms and provisions relative to
         the operation thereof;

                  (g) whether the shares of such series shall be convertible
         into, or exchangeable for, shares of stock of any other class or any
         other series of this class or any other class or classes of securities
         and, if so, the price or prices or the rate or rates of conversion or
         exchange and the method, if any, of adjusting the same, and any other
         term's and conditions of conversion or exchange;

                  (h) the limitation and restrictions, if any, to be effective
         while the shares of such series are outstanding, upon the payment of
         dividends or the making of other distributions on, and upon the
         purchase, redemption or other acquisition by the corporation of, the
         Common Stock or, shares of stock of any other class or any other series
         of this class;

                  (i) the conditions or restrictions, if any, upon the creation
         of indebtedness of the corporation or upon the issue of any additional
         stock, including additional shares of such series or any other series
         of this class or of any other class; and

                  (j) any other powers, preferences and relative,
         participating, optional and other special rights, and any
         qualifications, limitations and restrictions thereof.

                                       2
<PAGE>

         The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereof shall be cumulative. The
Board of Directors may increase the number of shares of the Preferred Stock
designated for any existing series by a resolution adding to such series
authorized and unissued shares of the Preferred Stock not designated for any
other series. The Board of Directors may decrease the number of shares of
Preferred Stock designated for any existing series by a resolution, subtracting
from such series unissued shares of the Preferred Stock designated for such
series, and the shares so subtracted shall become authorized, unissued and
undesignated shares of the Preferred Stock.

         2. The first two series, designated respectively as Series A Cumulative
Preferred Stock and Series B Cumulative Preferred Stock, shall consist of
300,000 shares and 2,300,000 shares, respectively, and will have the
designations, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions as follows:

                  (a) The Series A Cumulative Preferred Stock and Series B
         Cumulative Preferred Stock are referred to herein, collectively, as
         "Cumulative Preferred." All shares of the Cumulative Preferred shall be
         of equal rank and identical, except as provided herein. F*h share of
         Cumulative Preferred shall be entitled to receive out of the surplus of
         the Corporation a cumulative dividend, as and when declared by the
         Board of Directors, at the rate of eight cents ($.08) per annum (which
         shall be adjusted appropriately for stock splits, stock dividends,
         subdivisions, combinations, exchanges of shares, reclassifications or
         other recapitalizations). Payment of accrued dividends shall be made at
         the discretion of the Board of Directors; provided, however, that upon
         the redemption of any Cumulative Preferred shares, all cumulative
         dividends shall be paid in full.

                  (b) In no event, so long as any shares of the Cumulative
         Preferred shall be outstanding, shall any dividend, whether in cash or
         property, be paid or declared, nor shall any distribution be made, on
         any shares of any other class or series of capital stock of the
         Corporation, nor shall any other shares of any class or series of
         capital stock of the Corporation be purchased, or otherwise acquired
         for value by the Corporation, and no funds shall be made available or
         set aside therefor. The foregoing provision shall not prohibit a
         dividend payable solely in shares of Common Stock or Non-Voting Common
         Stock.

                  (c) Dissolution, Liquidation or Winding Up.

                           1. In the event of any voluntary or-involuntary
                  dissolution, liquidation or winding up of the affairs of the
                  Corporation, the holders of the Cumulative Preferred shares
                  shall be entitled to be paid in full an amount equal to $1.00
                  per share (which shall be adjusted appropriately for stock
                  splits, stock dividends, subdivisions, combinations, exchanges
                  of shares, reclassifications or other recapitalizations),
                  together with dividends accrued to the distribution or payment
                  date, whether or not earned or declared or legally available
                  (the

                                       3
<PAGE>

                  "Liquidation Value") before any distribution or payment
                  shall be made to the holders of shares of any other class or
                  series of capital stock.

                           2. If, on any voluntary or involuntary liquidation,
                  dissolution or winding up of the affairs of the Corporation,
                  the assets of the Corporation are insufficient to permit full
                  payment of the Liquidation Value, the holders of the
                  Cumulative Preferred shares shall share ratably in any
                  distribution of assets in proportion to the full amounts to
                  which they would otherwise be respectively entitled.

                           3. After payment in full of the Liquidation Value,
                  the preferential amounts shall be paid to the holders of all
                  other shares of outstanding Preferred Stock.

                           4. Neither the consolidation nor the merger of the
                  Corporation, nor the sale, lease or conveyance of all or
                  substantially all of its assets, shall be deemed a
                  liquidation, dissolution or winding up of the affairs of the
                  Corporation within the meaning of this Section (B)(2)(c).

                           5. Written notice of any voluntary or involuntary
                  liquidation, dissolution or winding up of the affairs of the
                  Corporation, stating the payment date and the place where the
                  distributable amounts shall be payable, shall be given by
                  certified mail, postage prepaid, not less than thirty (30)
                  days prior to the payment dates stated therein, to the holders
                  of record of the shares of Cumulative Preferred at their
                  respective addresses on the books of the Corporation.

                  (d) The Cumulative Preferred shares ,shall be subject to
         redemption as follows:

                           (i) If not redeemed earlier, the Corporation shall on
                  September 30, 2000, from fends legally available therefor,
                  first redeem all shares of Series B Cumulative Preferred Stock
                  outstanding, at $1.00 per share plus all accrued dividends to
                  date and second redeem all shares of Series A Cumulative
                  Preferred Stock outstanding, at $1.00 per share plus all
                  accrued dividends to date.

                           (ii) Shares of Cumulative Preferred shall be redeemed
                  from each holder thereof in proportion to the total number of
                  shares of the particular series to be redeemed.

                           (iii) If not redeemed earlier, the Corporation shall,
                  upon the consummation of an underwritten public offering of
                  Common Stock pursuant to an effective registration statement
                  under the Securities Act of 1933, as amended, from funds
                  legally available therefor, redeem all Cumulative Preferred
                  shares outstanding, at $1.00 per share plus all accrued
                  dividends to date.

                           (iv) Notice of redemption shall be mailed by the
                  Corporation, postage prepaid, not more than twenty. (20) days
                  prior to the date fixed for redemption, to each holder of
                  record of Cumulative Preferred to be redeemed at his address
                  upon

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<PAGE>

                  the books of the Corporation. The notice of redemption shall
                  state the date fixed for redemption, the number of shares to
                  be redeemed, the redemptive price and the place at which the
                  stockholders may obtain payments upon surrender of the
                  respective share certificates.

                           (v) If the Corporation deposits on or before the date
                  fixed for redemption with one or more banks having capital and
                  surplus of at least $50,000,000 and doing business in Dallas
                  County, Texas, trust funds for the benefit of the holders of
                  shares of Cumulative Preferred to be redeemed, in an amount
                  sufficient to redeem such shares with irrevocable instructions
                  to the depository banks to pay to the holders of shares of
                  Cumulative Preferred, then dividends thereon shall cease to
                  accrue after said date on the shares fixed for redemption, and
                  the deposit shall be deemed to constitute full redemptive
                  payment of such shares of Cumulative Preferred which shall no
                  longer be deemed to be outstanding. Monies so deposited and
                  unclaimed at the end of one (1) year shall be repaid to the
                  Corporation, and thereafter the holders of shares of
                  Cumulative Preferred to be redeemed shall look only to the
                  Corporation for payment.

                           (vi) All shares of Cumulative Preferred which are
                  redeemed shall be canceled, and none of such shares shall
                  thereafter be reissued.

                           (vii) If the Corporation fails for any reason to
                  redeem the Series Cumulative Preferred Stock in full by
                  September 30, 2000, the holders Series B Cumulative Preferred
                  Stock, voting as a class shall be entitled to elect the
                  smallest number of directors which will constitute a majority
                  f the entire Board of Directors, and the holders of Common
                  Stock and Series A Cumulative Preferred Stock, voting as a
                  class, shall be entitled to elect the remaining directors. The
                  terms of all directors previously elected by the holders
                  Common Stock and Series A Cumulative Preferred Stock then
                  serving the Corporation shall be automatically terminated upon
                  the election of directors by the holders of the Series B
                  Cumulative Preferred Stock pursuant hereto. Such voting rights
                  shall be exercisable by the holders of Series B Cumulative
                  Preferred Stock (A) at a special meeting of all stockholders
                  called for the purpose, upon the same notice as is required
                  for the annual meeting upon the request of the stockholders,
                  by the Secretary of the Corporation, who shall call the
                  meeting upon the request of the holder of record of any of the
                  Series B Cumulative Preferred Stock then outstanding, and (B)
                  at the next annual meeting of stockholders (notice of which
                  shall be given to the holders of the Series . B Cumulative
                  Preferred Stock at the same time in the same manner as notice
                  thereof is required to be given to the holders of the Common
                  Stock), and until such date as the Series B Cumulative
                  Preferred Stock shall have been redeemed in its entirety, and
                  all accrued dividends thereon shall have been paid.

                           (viii) Any or all of the outstanding shares of
                  Cumulative Preferred shall be subject to redemption at the
                  option of the Corporation at any time or from time to time, as
                  determined by the Board of Directors in their sole discretion;
                  provided,

                                       5
<PAGE>

                  however, that after April 30, 1995, no shares of Series A
                  Cumulative Preferred Stock shall be redeemed unless and until
                  there are no outstanding shares of Series B Cumulative
                  Preferred Stock. The redemption price shall be $1.00 per
                  share. For each share so redeemed, the Corporation shall also
                  pay all accrued dividends to date. The Corporation shall only
                  use legally available funds for such optional redemptions.

                  (e) While shares of Cumulative Preferred are outstanding, the
         Corporation, without first obtaining the consent, either expressed in
         writing or by affirmative vote at a meeting called for such purpose, of
         the holders of at least two-thirds of the total number of shares of
         Cumulative Preferred then outstanding, shall not, and shall not permit
         any subsidiary to: .

                           (i) Change, amend, add or repeal any of the
                  provisions of the Corporation's Articles of Incorporation or
                  Bylaws applicable to a series which would adversely affect the
                  preferences, voting power or other rights of the Cumulative
                  Preferred;

                           (ii) Increase the presently authorized number of
                  shares of Cumulative Preferred, or authorize or issue any
                  stock (or any security convertible into or exchangeable for
                  such stock) ranking prior to or on a parity with the
                  Cumulative Preferred in any respect;

                           (iii) Effect any sale, lease or other conveyance of
                  all or substantially all of the Assets of the Corporation or a
                  significant subsidiary, or any consolidation or merger
                  involving the Corporation or a significant subsidiary, or any
                  reclassification or change of any stock, or any
                  recapitalization of the Corporation;

                           (iv) Redeem, purchase or otherwise acquire for value
                  any shares of Preferred Stock otherwise then by redemption of
                  the Cumulative Preferred in accordance with subsection (d)
                  hereof; or,

                           (v) Purchase, redeem or otherwise acquire any of the
                  Common Stock or Non-Voting Common Stock.

         C. Common Stock and Non-Voting Common Stock - General. Each holder of
Common Stock shall be entitled to one vote for each share of Common Stock held
of record on all matters on which stockholders generally are entitled to vote.
Holders of Non-Voting Common Stock shall not be entitled to voting rights,
unless otherwise required by applicable law.

         Subject to the provisions of law and the rights of the Preferred Stock
and any other class or series of stock having a preference as to dividends over
the Common Stock and the Non-Voting Common Stock then outstanding, dividends may
be paid on the Common Stock and Non-Voting Common Stock out of assets legally
available for dividends, but only at such times and in such amounts as the Board
of Directors shall determine and declare; provided, however, that no such
dividend chill be declared or paid unless the holders of both the Common Stock
and Non-Voting Common Stock receive the same per share dividend payable in the
same amount and type of consideration, as if such classes constituted a single
class, except that in the event that any

                                       6
<PAGE>

dividend is declared that is payable in shares of Common Stock or Non-Voting
Common Stock, such dividend shall be declared and paid at the same rate per
share with respect to the Common Stock and Non-Voting Common Stock , and the
dividend payable on shares of Common Stock shall be payable only in shares of
Common Stock and the dividend payable on Non-Voting Common Stock shall be
payable only in shares of Non-Voting Common Stock.

         Upon the dissolution, liquidation or winding up of the Corporation,
after any preferential amounts to be distributed to the holders of the Preferred
Stock and any other class or series of stock having a preference over the Common
Stock and Non-Voting Common Stock then -outstanding have been paid or declared
and set apart for payment, the holders of the Common Stock and Non-Voting Common
Stock shall be entitled to receive all the remaining assets of the corporation
available for distribution to its stockholders ratably in proportion to the
number of shares held by them, respectively. For purposes of this section C,
neither (i) the merger or consolidation of the Corporation with or into any
other corporation or entity, (ii) the sale, transfer or lease of all or
substantially all the assets of the Corporation or (iii) a share exchange
between the Corporation and any other corporation or entity shall be deemed to
be a liquidation, dissolution or winding up of the Corporation.

         D.       Conversion of Non-Voting Common Stock into Common Stock

                  1. Each share of Non-Voting Common Stock shall be convertible
         at time, at the option of the holder or transferee thereof, into one
         fully paid and nonassessable share of Common Stock of the Corporation;
         provided that neither Farm Bureau Life Insurance Company, Banc One
         Capital Partners II, Limited Partnership, Bank One Capital Partners V,
         Ltd., nor any affiliate of such persons may convert its or their shares
         of Non-Voting Common Stock pursuant to this Section (D)(1) of Article
         Fifth.

                  2. No fractional shares of Common Stock shall be issued upon
         such conversion, but in lieu thereof the Corporation shall pay to the
         holder or transferee an amount in cash equal to the fair market value
         of such fractional share.

                  3. To convert shares of Non Voting Common Stock under this
         Section (D), the holder or transferee thereof shall surrender the
         certificate or certificates representing such shares, duly endorsed to
         the Corporation or in blank (which endorsement shall correspond exactly
         with the name or names of the record holder or holders set forth on the
         face of the certificates and on the stock transfer records of the
         Corporation), at the office of the transfer agent for the shares of
         Non-Voting Common Stock (which may be either the Corporation or any
         third party retained by it for such purpose), and shall give written
         notice to the transfer agent and Corporation that such holder or
         transferee elects to convert all or part of the shares represented
         thereby, stating therein the name or names (with the address or
         addresses) in which certificate or certificates for shares of Common
         Stock are to be issued.

                  4. If the stockholder or transferee fully complies with
         paragraph (3), Corporation shall, as soon as practicable thereafter,
         instruct the transfer agent to deliver to such holder or transferee, or
         to such holder's nominee or nominees, a certificate or certificates for
         the number of shares of Common Stock to which such holder or transferee

                                       7
<PAGE>

         shall be entitled, rounded to the nearest whole number of shares, and a
         check for any amount payable hereunder in lieu of a fractional share,
         along with a certificate representing any shares of Non-Voting Common
         Stock that the holder or transferee has not elected to convert
         hereunder but which constituted part of the shares of Non-Voting Common
         Stock represented by the certificate or certificates surrendered.

                  5. Shares of Common Stock shall be deemed to have been
         converted as of the close of business on the date of the due surrender
         of the certificates representing the shares to be converted as provided
         above, and the person or persons entitled to receive the shares of
         Common Stock issuable upon such conversion shall be treated for all
         purposes as the record holder or holders of such shares of Common Stock
         at such time.

                  6. If the Corporation shall in any manner split or subdivide
         the outstanding shares of Common Stock or Non-Voting Common Stock, the
         outstanding shares of the other such class of stock shall be split or
         subdivided in the same manner, proportionately and on the same basis
         per share.

                  7. When shares of Non-Voting Common Stock have been converted
         pursuant to any paragraph of this Section (D), they shall be
         irrevocably canceled and not reissued.

                                      SIXTH

         Governance. The governing board of this Corporation shall be known as
the Board of Directors, and the number of directors serving on such board may
from time to time be increased or decreased in such manner as shall be provided
by the laws of this Corporation.

                                     SEVENTH

         Interested Transactions. No contract or other transaction between the
Corporation and any other corporation and no other act of the Corporation shall,
in the absence of fraud, be invalidated or in any way affected by the fact that
any of the stockholders, directors or officers of the Corporation are
pecuniarily or otherwise interested in such contract, transaction, or other act,
or are stockholders, directors or officers of such Corporation. Any stockholder,
director or officer of the Corporation, individually, or any firm or association
of which any such stockholder, director or officer may be a member, may be a
party to, or be pecuniarily or otherwise interested in, any contract or
transaction of the Corporation, provided that the fact that he individually or
such firm or association is so interested shall be disclosed or shall have been
known to the Board of Directors or a majority of such members thereof as shall
be present at any meeting of the Board of Directors at which action upon any
such contract or transaction shall be taken; and any director of the Corporation
who is a stockholder, director or officer of such other corporation or who is so
interested may be counted in determining the existence of a quorum at any
meeting of the Board of Directors which shall authorize any such contract or
transaction and may vote thereat to authorize so interested; every stockholder,
director or officer of the Corporation being hereby relieved from any disability
which might otherwise prevent him from carrying out transactions with or
contracting with the Corporation for the benefit of himself or any firm or
corporation, association, trust or organization in which or with which he may be
in any way interested or connected.

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<PAGE>

                                     EIGHTH

         Amendment of Bylaws. The power to adopt, alter, amend, or repeal the
Bylaws of the Corporation is hereby delegated to the Board of Directors and such
power shall be deemed to be vested exclusively in the Board of Directors and
Shall not be exercised by the stockholders.

                                      NINTH

         No Preemptive Rights. No stockholder shall have a preemptive right to
acquire any shares or securities of any kind, whether now or hereafter
authorized, which may at any time be issued, sold or offered for sale by the
Corporation.

                                      TENTH

         No Cumulative Voting. No stockholder shall have the right to cumulate
his or her votes in an election of directors or for any other matter(s) to be
voted upon by the stockholders of the Corporation.

                                    ELEVENTH

         Notice of Nominations. Nominations for the election of directors may be
made by the Board of Directors or a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of directors
generally. However, a stockholder entitled to vote in the election of directors
generally may nominate one or more persons for the election as directors at a
meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been delivered to or mailed and received by the
Secretary of the Corporation at the principal executive offices of the
Corporation not later than (A) with respect to an election to be held at an
annual meeting of stockholders, ninety (90) days prior to the date one year
after the immediately preceding annual meeting of stockholders, and (b) with
respect to an election to be held at a special of stockholders, the close of
business on the tenth (10th) day following the date on which notice of such
meeting is first given to stockholders. Each such notice shall set forth: (i)
the name and address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (ii) a representation that the
stockholder is a holder of record stock of the Corporation entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (iv) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors, and (v) the consent of each
nominee to serve as a director of the Corporation if so elected. The presiding
officer at the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.

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<PAGE>

                                     TWELFTH

         Limitation of Liability. No director or officer of the corporation
shall be personally liable to the corporation or any of its stockholders for
damages for breach of fiduciary duty as a director or officer involving any act
or omission of any of such director or officer except, that the foregoing
provision shall not eliminate the liability of a director or officer for:

                  1. acts or omissions which involve intentional misconduct,
         fraud or a knowing violation of law; or

                  2. the payments of distributions in violation of Section 78300
         of the Nevada General Corporation Law, as amended.

Neither the amendment nor repeal of this Article Twelfth, nor the adoption of
any provision of the Articles of Incorporation inconsistent with this Article
Twelfth shall eliminate or reduce the effect of this Article Twelfth with
respect to any matter occurring, or any cause of action, suit or claim that, but
for this Article Twelfth would accrue or arise, prior to such amendment, repeal
adoption of any inconsistent provision.

                                   THIRTEENTH

         Indemnification. The Corporation shall be subject to the following
indemnification provisions:

         A. The Corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit proceeding, whether civil, criminal, administrative or
investigative (other than an action by in the right of the Corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or is or was serving
at the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, if such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interest of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, or conviction, or on
plea of nolo contenders or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         B. The Corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, trustee) agent or employee of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including


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<PAGE>

attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
Corporation or for amounts paid in settlement to the Corporation, unless and
only to the extent that the court in-which the action was brought or other court
of competent jurisdiction determines upon application that in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

         C. Any indemnification under sections A and B of this Article
Thirteenth, unless ordered by a court or advanced pursuant to section D of this
Article Thirteenth, must be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination
must be made:

                  1. By the stockholders;

                  2. By the Board of Directors by majority vote of a quorum
         consisting of directors who were not parties to the act, suit or
         proceeding;

                  3. If a majority vote of a quorum consisting of directors who
         were not parties to the act, suit or proceeding so orders, by
         independent legal counsel in a written opinion; or

                  4. If a quorum consisting of directors who were not parties to
         the act, suit or proceeding cannot be obtained, by independent legal
         counsel in a written opinion.

         D. The expenses of officers and directors incurred in defending a civil
or criminal action, suit or proceeding must be paid by the Corporation as they
are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this section D of this Article Thirteenth do not
affect any rights to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract or otherwise by
law.

         E. The indemnification and advancement of expenses provided by this
Article Thirteenth:

                  1. Does not exclude any other rights to which a person seeking
         indemnification or advancement of expenses may be entitled under these
         Articles of Incorporation or any Bylaws, agreement, vote of
         stockholders or disinterested directors or otherwise, for either an
         action in his official capacity or an action in another capacity while
         holding his office, except that indemnification, unless ordered by a
         court pursuant to section B of this Article Thirteenth or for the
         advancement of expenses of any director or officer, may not be made to
         or on behalf of any officer or director if a final


                                       11
<PAGE>

         adjudication establishes that his acts or omissions involved
         intentional misconduct, fraud or a knowing violation of the law and was
         material to the cause of action.

                  2. Continues for a person who has ceased to be a director,
         officer, employee or agent and insures to the benefit of the heirs,
         executors and administrators of such a person.

         F. The Corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director officer employee or agent, or arising out of his status
as such, whether or not the Corporation has the authority to indemnify him
against such liability and expenses_

         G. The other financial arrangements made by the Corporation pursuant to
paragraph F of this Article Thirteenth may include the following:

                  1. The creation of a trust fund.

                  2. The establishment of a program of self-insurance.

                  3. The securing of its obligation of indemnification by
         granting a security interest or other lien on any assets of the
         corporation.

                  4. The establishment of a letter of credit, guaranty or
         surety.

No financial arrangement made pursuant to this section may provide protection
for a person adjudged by a court of competent jurisdiction,, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses or
indemnification by a court.

         H. Any insurance or other financial arrangement made on behalf of a
person pursuant to this Article Thirteenth may be provided by the Corporation or
any other person approved by the Board of Directors, even if all or part of the
other person , s stock or other securities are owned by the Corporation.

         I. In the absence of fraud:

                  1. The decision of the Board of Directors as to the propriety
         of the terms and conditions of any insurance or other financial
         arrangement made pursuant to this Article Thirteenth and the choice of
         the person to provide the insurance or other financial arrangement
         shall be conclusive; and

                  2. The insurance or other financial arrangement:

                           (a) Is not void or voidable; and

                                       12
<PAGE>

                           (b) Does not subject any director approving it to
                  personal liability for his action, even if a director
                  approving the insurance or other financial arrangement is a
                  beneficiary of the insurance or other financial arrangement.

         J. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred -to in section A and B of this Article
Thirteenth, or in defense of any claim, issue or matter therein, he must be
indemnified by the Corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense.

                                   FOURTEENTH

         Written Consents; Special Meetings. The right of stockholders to act by
written consent pursuant to Section 78.320(2) of the NGCL is hereby expressly
denied.

         Special meetings of stockholders may be called by the Chairman of the
Board, the President, a majority of the Boa of Directors or the holders of not
less than fifty percent (50%) of all shares entitled to vote at the meeting.

                                    FIFTEENTH

         Business at Annual Meetings. At an annual meeting of stockholders, only
such business shall be conducted as shall have been brought before the meeting
(a) by or at the direction of the Board of Directors or (B) by any shareholder
of the Corporation who complies with the notice procedures set forth in this
Article Fifteenth. For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
office of the Corporation, not less than twenty (20) days nor more than fifty
(50) days prior to the meeting; provided, however, that in the even that less
than thirty (30) days' notice or prior public disclosure of the date of the
meeting is given-or made to the stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting the following information: (i) a brief description of
the business proposed to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting; (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business; (iii) the number of shares of the Corporation which are beneficially
owned by the stockholder; and (iv) any material interest of the stockholder in
such business. The presiding officer at an annual meeting shall, if he
determines the facts so warrant, determine and declare to the meeting that the
business was not properly brought before the meeting and in accordance with the
provisions of this Article Fifteenth. Upon such determination and declaration,
the business not properly brought before the meeting shall not be transacted
Notwithstanding the foregoing provisions of this Article Fifteenth, a
stockholder seeking to have a proposal included in the Corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended.

                                       13
<PAGE>

         Executed on Aug 30th, 1995.

                                               REMODELERS ACCEPTANCE CORPORATION

                                               By: /s/ Daniel T. Phillips
                                                  -----------------------------
                                                  President

                                               By: /s/ Jack Draper
                                                  -----------------------------
                                                  Secretary

STATE OF TEXAS    ss.
                  ss. SS.:
COUNTY OF DALLAS  ss.

         On Aug 30, 1995, personally appeared before me, a Notary Public for the
State and County aforesaid, Daniel T. Phillips, as President of Remodelers
Acceptance Corporation ("RAC'), and Jack Draper, as Secretary of RAC, who
acknowledged that they executed the above instrument.

                                               /s/ Lori V. Muncrief
                                               --------------------------------
                                               Notary Public
                                               Lori V. Muncrief
                                               Print Name  Lori V. Muncrief
                                                         ----------------------

My Commission Expires: 11-16-97,

RECEIVED
SEP 08 1995


                                       14
<PAGE>

            THIS FORM SHOULD ACCOMPANY AMENDED AND RESTATED ARTICLES
                    OF INCORPORATION FOR A NEVADA CORPORATION

1.   Name of corporation REMODELERS ACCEPTANCE CORPORATION

2.   Date of adoption of Amended and Restated Articles August 25, 1995

3.   If the articles were amended, please indicate what changes have been made:
     (a) Was there a name change? Yes[X] No[ ] If yes, what is the new name?
     RAC FINANCIAL GROUP, INC.

     (b) Did you change the resident agent? Yes[ ] No[X] If yes, please indicate
     the new resident agent and address


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

     ---------------------------------------------------------------------------
     Please attach the resident agent acceptance certificate

     (c)  Did you change the purposes? Yes[ ] No[X] Did you add Banking?[ ]
          Gaming?[ ] Insurance? [ ] None of these? [X]

     (d)  Did you change the capital stock? Yes[X] No[ ] If yes, what is the new
          capital stock? 27,600,000 Preferred Stock, $1.00 par value per share;
          100,000,000 Common Stock, $.01 par value per share; 25,000,000
          Non-Voting Common Stock, $.01 par value per share

     (e)  Did you change the directors? Yes[ ] No[X] If yes, indicate the
          change:

     (f)  Did you add the directors liability provision? Yes[ ] No[X] (was
          already included)

     (g)  Did you change the period of existence? Yes[ ] No[X] If yes, what is
          the new existence?

     (h)  If none of the above apply, and you have amended or modified the
          articles, how did you change your articles?


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

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

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

/s/ Ronald M. Mankoff                                                     9/5/95
-----------------------------------------                                 ------
RONALD M. MANKOFF, CHAIRMAN OF THE BOARD                                  Date

State of Texas
                 (S)(S)
County of Dallas

     On September 5, 1995, personally appeared before me, a Notary Public,
Ronald M. Mankoff, who acknowledged that he/she executed the above instrument.

                                                  Terry Stolte
                                                  ------------------------------
                                                  Notary Public


                                       15
<PAGE>

                           CERTIFICATE OF AMENDMENT OF
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF

                            RAC FINANCIAL GROUP, INC.

Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter 78, the
undersigned officers do hereby certify:

FIRST:   The name of the corporation is RAC Financial Group, Inc.

SECOND: The Board of Directors of the Corporation has duly adopted resolutions
proposing the amendment to the Amended and Restated Articles of Incorporation
set forth herein and declaring such amendment advisable.

THIRD: The amendment adopted changes Article FIRST of the corporation's Amended
and Restated Articles of Incorporation to read in its entirety as follows:

     "The name of the corporation is FIRSTPLUS FINANCIAL GROUP, INC. (the
     "Corporation")."

FOURTH: At a meeting of stockholders held on March 5, 1997, notice of which was
duly given, the amendment herein certified was adopted by the holders of
18,065,127 shares, which represent 18,065,127 votes, and which constitute at
least a majority of all of the voting power of the holders of shares having
voting power.

FIFTH: The total number of outstanding shares having voting power of the
corporation at such shareholders' meeting was 24,989,252, and the total number
of votes entitled to be cast by the holders of all of said outstanding shares
was 24,989,252.


                                       16
<PAGE>

Signed on March 5, 1997

                            RAC FINANCIAL GROUP, INC.

                                            By:   /s/ Daniel T. Phillips
                                                  ------------------------------
                                                  Daniel T. Phillips, President


                                            By:   /s/ Ronald M. Bendalin
                                                  ------------------------------
                                                  Ronald M. Bendalin, Secretary


STATE OF TEXAS             )
                           )       SS.:
COUNTY OF DALLAS           )


     On March 5, 1997, personally appeared before me, a Notary Public, for the
State and County aforesaid, Daniel T. Phillips, as President of RAC Financial
Group, Inc., and Ronald M. Bendalin, Secretary of RAC Financial Group, Inc., who
acknowledged that they executed the above instrument.


                                                  /s/ Vokla J. Powers
                                                  ------------------------------
                                                  Notary Public

SEAL


                                       17
<PAGE>

                             ARTICLES OF CORRECTION

     These articles are adopted to correct a document which is an inaccurate
record of corporate action, contains an inaccurate or erroneous statement or was
defectively or erroneously executed, sealed, acknowledged or verified.

                                   ARTICLE ONE

     The name of the corporation is FIRSTPLUS Financial Group, Inc.

                                   ARTICLE TWO

     The document to be corrected is the Restated Articles of Incorporation
which was filed in the Office of the Secretary of State on the 11th day of
September, 1995.

                                  ARTICLE THREE

     Page 2 of the Amended and Restated Articles of Incorporation which were
attached to the Restated Articles of Incorporation as Exhibit A was missing.

                                  ARTICLE FOUR

     The attached page 2 should be included in the form of Exhibit A, the
Amended and Restated Articles of Incorporation, attached to the Restated
Articles of Incorporation previously filed.

                                           By:    /s/ Eric C. Green
                                                  ------------------------------
                                           Name:  Eric C. Green
                                                  ------------------------------
                                           Title: President
                                                  ------------------------------


                                       18
<PAGE>

     B.   Series of Preferred Stock.

          1. General. The Board of Directors is hereby expressly authorized, by
resolution or resolutions from time to time adopted, to provide, out of the
unissued shares of Preferred Stock, for the issuance of serial Preferred Stock.
Before any shares of any such series are issued, the Board of Directors shall
fix and state, and hereby is expressly empowered to fix, by resolution or
resolutions, the designations, preferences, and relative, participating,
optional or other special rights of the shares of each such series, and the
qualifications, limitations or restrictions thereon, including but not limited
to, determination of any of the following:

          (a)  the designation of such series, the number of shares to
               constitute such series and the stated value thereof if different
               from the par value thereof;

          (b)  whether the shares of such series shall have voting rights, in
               addition to any voting rights provided by law, and, if so, the
               terms of such voting rights, which may be full or limited;

          (c)  the dividends, if any, payable on such series and at what rates,
               whether any such dividends shall be cumulative, and, if so, from
               what dates, the conditions and dates upon which such dividends
               shall be payable, the preference or relation that such dividends
               shall bear to the dividends payable on any such shares of stock
               of any other class or any other series of this class;

          (d)  whether the shares of such series shall be subject to redemption
               by the corporation, and, if so, prices and other terms and
               conditions of such redemption;

          (e)  the amount or amounts payable upon shares of such series upon,
               and the rights of the holders of such series in, the voluntary or
               involuntary liquidation, dissolution or winding up of, or upon
               any distribution of the assets of, the corporation;

          (f)  whether the shares of such series shall be subject to the
               operation of a retirement or sinking fund and, if so, the extent
               to and manner in which any such retirement or sinking fund shall
               be applied to the purchase or redemption of the shares of such
               series for retirement or other corporate purposes and the terms
               and provisions relative to the operation thereof;


                                       19
<PAGE>

          (g)  whether the shares of such series shall be convertible into, or
               exchangeable for, shares of stock of any other class or any other
               series of this class or any other class or classes of securities
               and

                                       20
<PAGE>

                           CERTIFICATE OF DESIGNATION
                                       of
                  SERIES C JUNIOR PARTICIPATING PREFERRED STOCK
                                       of
                         FIRSTPLUS FINANCIAL GROUP, INC.
                 Pursuant to Chapters 78.195 and 78.1955 of the
                         Nevada General Corporation Law

     FIRSTPLUS FINANCIAL GROUP, INC., a corporation organized and existing under
the laws of the State of Nevada, in accordance with the applicable provisions
thereof, DOES HEREBY CERTIFY:

     That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Articles of Incorporation of the said
Corporation, the said Board of Directors on May 19, 1998 adopted the following
resolution creating a series of shares of Preferred Stock designated as "Series
C Junior Participating Preferred Stock":

          RESOLVED, that pursuant to the authority vested in the Board of
     Directors of this Corporation in accordance with the provisions of the
     Articles of Incorporation, a series of Preferred Stock, par value $1.00 per
     share, of the Corporation be and hereby is created, and that the
     designation and number of shares thereof and the voting and other powers,
     preferences and relative, participating, optional or other rights of the
     shares of such series and the qualifications, limitations and restrictions
     thereof are as follows:

                  Series C Junior Participating Preferred Stock

     1.   Designation and Amount. There shall be a series of Preferred Stock
that shall be designated as "Series C Junior Participating Preferred Stock," and
the number of shares constituting such series shall be 100,000. Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, however, that no decrease shall reduce the number of shares of Series
C Junior Participating Preferred Stock to less than the number of shares then
issued and outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Corporation.

     2.   Dividends and Distribution.

     (A) Subject to the prior and superior right of the holders of any shares of
any class or series of stock of the Corporation ranking prior and superior to
the shares of Series C Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series C Junior Participating Preferred
Stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the


                                       21
<PAGE>

15th day of January, April, July and October, in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance, of a share or
fraction of a share of Series C Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the Adjustment Number
(as defined below) times the aggregate per share amount of all cash dividends,
and the Adjustment Number times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, par
value $.01 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series C Junior Participating Preferred Stock. The
"Adjustment Number" shall initially be 1000. In the event the Corporation shall
at any time after May 19, 1998 (the "Rights Declaration Date"), (i) declare and
pay any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B) The Corporation shall declare a dividend or distribution on the Series
C Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).

     (C) The Board of Directors may fix a record date for the determination of
holders of shares of Series C Junior Participating Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 60 days prior to the date fixed for the payment
thereof.

     3.   Voting Rights. The holders of shares of Series C Junior Participating
Preferred Stock shall have the following voting rights:

     (A)  Each share of Series C Junior Participating Preferred Stock shall
entitle the holder thereof to a number of votes equal to the Adjustment Number
on all matters submitted to a vote of the stockholders of the Corporation.

     (B)  Except as required by law and by Section 10 hereof, holders of Series
C Junior Participating Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.


                                       22
<PAGE>

     4.   Certain Restrictions.

          (A)  Whenever quarterly dividends or other dividends or distributions
payable on the Series C Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series C Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series C Junior Participating Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series C Junior Participating
Preferred Stock, except dividends paid ratably on the Series C Junior
Participating Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled; or

               (iii) purchase or otherwise acquire for consideration any shares
of Series C Junior Participating Preferred Stock, or any shares of stock ranking
on a parity with the Series C Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of Series C Junior
Participating Preferred Stock, or to such holders and holders of any such shares
ranking on a parity therewith, upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

     5.   Reacquired Shares. Any shares of Series C Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired promptly after the acquisition thereof. All such
shares shall upon their retirement become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions or the Board of Directors, subject to
any conditions and restrictions on issuance set forth herein.


                                       23
<PAGE>

     6.   Liquidation, Dissolution or Winding Up. (A) Upon any liquidation,
dissolution or winding up of the Corporation, voluntary or otherwise, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series C Junior Participating Preferred Stock unless, prior thereto, the holders
of shares of Series C Junior Participating Preferred Stock shall have received
an amount per share (the "Series C Liquidation Preference") equal to the greater
of (i) $1.00 plus an amount equal to accrued and unpaid dividends and
distributions thereon whether or not declared, to the date of such payment, or
(ii) the Adjustment Number times the per share amount of all cash and other
property to be distributed in respect of the Common Stock upon such liquidation,
dissolution or winding up of the Corporation.

          (B)  In the event, however, that there are not sufficient assets
available to permit payment in full of the Series C Liquidation Preference and
the liquidation preferences of all other classes and series of stock of the
Corporation, if any, that rank on a parity with the Series C Junior
Participating Preferred Stock in respect thereof, then the assets available for
such distribution shall be distributed ratably to the holders of the Series C
Junior Participating Preferred Stock and the holders of such parity shares in
proportion to their respective liquidation preferences.

          (C) Neither the merger or consolidation of the Corporation into or
with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
6.

     7.   Consolidation, Merger, Etc. In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the
outstanding shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series C Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Adjustment
Number times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

     8.   No Redemption. Shares of Series C Junior Participating Preferred Stock
shall not be subject to redemption by the Company.

     9.   Ranking. The Series C Junior Participating Preferred Stock shall rank
junior to all other series of the Preferred Stock as to the payment of
dividends, and as to the distribution of assets upon liquidation, dissolution or
winding up, unless the terms of any such series shall provide otherwise, and
shall rank senior to the Common Stock as to such matters.


                                       24
<PAGE>

     10.  Amendment. At any time that any shares of Series C Junior
Participating Preferred Stock are outstanding, the Articles of Incorporation of
the Corporation shall not be amended in any manner that would materially alter
or change the powers, preferences or special rights of the Series C Junior
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of two-thirds of the outstanding shares of
Series C Junior Participating Preferred Stock, voting separately as a class.

     11.  Fractional Shares. Series C Junior Participating Preferred Stock may
be issued in fractions of a share that shall entitle the holder, in proportion
to such holder's factional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series C Junior Participating Preferred Stock.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this 29th
day of May, 1998.

                                                 FIRSTPLUS FINANCIAL GROUP, INC.

                                                 By:      /s/ Eric C. Green
                                                 Name:    Eric C. Green
                                                 Title:   President

                                                 By:      /s/ Ronald M Bendalin
                                                 Name:    Ronald M Bendalin
                                                 Title:   Secretary


                                       25
<PAGE>

                                 ACKNOWLEDGMENT
                                 --------------

STATE OF TEXAS             )
                                    )
COUNTY OF DALLAS           )
                                    )
UNITED STATES OF           )
AMERICA                             )

     On this 29th day of May, 1998, before me, a Notary Public in and for the
above County and State, appeared Eric C. Green, to me known, and to me known to
be the President of FIRSTPLUS Financial Group, Inc., who signed the above and
foregoing Certificate of Designation for and on behalf of FIRSTPLUS Financial
Group, Inc. by order of its Board of Directors.

     IN WITNESS WHEREOF, I hereby set my hand and seal on the date and year set
forth above.

                                                  /s/ Janice L. Connors
                                                  ------------------------------
                                                  Notary Public


                                       26
<PAGE>

                                 ACKNOWLEDGMENT
                                 --------------

STATE OF TEXAS             )
                                    )
COUNTY OF DALLAS           )
                                    )
UNITED STATES OF           )
AMERICA                             )

     On this 29th day of May, 1998, before me, a Notary Public in and for the
above County and State, appeared Ronald M Bendalin, to me known, and to me known
to be the Secretary of FIRSTPLUS Financial Group, Inc., who signed the above and
foregoing Certificate of Designation for and on behalf of FIRSTPLUS Financial
Group, Inc. by order of its Board of Directors.

     IN WITNESS WHEREOF, I hereby set my hand and seal on the date and year set
forth above.

                                                  /s/ Janice L. Connors
                                                  ------------------------------
                                                  Notary Public


                                       27
<PAGE>

                           CERTIFICATE OF DESIGNATION
                                  ESTABLISHING
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                         FIRSTPLUS FINANCIAL GROUP, INC.

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

                         Pursuant to Section 78.1955 of
                           the Nevada Revised Statutes

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

     1. The name of the Corporation is FIRSTPLUS Financial Group, Inc., a Nevada
corporation (the "Corporation").

     2. The Board of Directors of the Corporation duly adopted the following
resolutions at a meeting of the Board of Directors held on October 25, 2001:

     WHEREAS, the Corporation's directors have reviewed and approved the
Designation of Preferences, Limitations and Rights of Series C Convertible
Preferred Stock of FIRSTPLUS Financial Group, Inc. (the "Certificate"), attached
hereto as Exhibit A and incorporated herein by reference, delineating the number
of shares, the voting powers, designations, preferences and relative,
participating, optional, redemption, conversion, exchange, dividend or other
special rights and qualifications, limitations or restrictions of a series of
Preferred Stock to be issued by the Corporation and designated Series C
Convertible Preferred Stock, par value $1.00 per share (the "Series C
Preferred");

     RESOLVED, that 25,000 shares of authorized but unissued Preferred Stock of
the Corporation be designated Series C Preferred and authorized for issuance and
that the Series C Preferred have the rights, preferences, limitations and
restrictions set forth herein.

     FURTHER RESOLVED, that the Chief Executive Officer, President or any Vice
President of the Corporation, individually or collectively, and the Secretary or
Assistant Secretary of the Corporation, individually or collectively, be, and
such officers hereby are, authorized, empowered and directed to execute,
acknowledge, attest, record and file with the Secretary of State of the State of
Nevada a Certificate of Designation in accordance with Nevada General Corporate
Law and to take all other actions that such officers deem necessary to
effectuate the Certificate of Designation and establish the Series C Preferred.

     3.   The authorized number of shares of Preferred Stock of the Corporation
is 2,600,000 and the number of shares of the Series C Preferred, none of which
has been issued, is 25,000.

     4.   The resolutions set forth above have been duly adopted by all
necessary action on the part of the Corporation.


                                       28
<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation Establishing Series C Convertible Preferred Stock to be duly adopted
in accordance with the provisions of Section 78.1955 of the Nevada Revised
Statutes and the Articles of Incorporation of the Corporation and to be executed
in its corporate name on the 25th day of October, 2001.


                                FIRSTPLUS FINANCIAL GROUP, INC.


                                By:    /s/ Daniel T. Phillips
                                       -----------------------------------------
                                Name:  Daniel T. Phillips
                                       -----------------------------------------
                                Title: President and Chief Executive Officer


                                By:    /s/ Daniel T. Phillips
                                       -----------------------------------------
                                Name:  Daniel T. Phillips
                                       -----------------------------------------
                                Title: Secretary

State of Texas             )
                           )
County of Dallas           )

     The foregoing instrument was acknowledged before me, on the 25th day of
October 2001, by Daniel T. Phillips, President and Daniel T. Phillips, Secretary
of FIRSTPLUS Financial Group, Inc., a Nevada corporation, on behalf of the
corporation.


                           /s/ Lori Muncrief
                           -----------------


                                       29
<PAGE>

                                    Exhibit A
                                    ---------

               DESIGNATION OF PREFERENCES, LIMITATIONS AND RIGHTS
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                         FIRSTPLUS FINANCIAL GROUP, INC.

     1.   Series C Preferred Stock. The Series C Convertible Preferred Stock,
par value $1.00 per share (the "Series C Preferred"), will consist of 25,000
shares and will have the designations, preferences, voting powers, relative,
participating, optional or other special rights and privileges, and the
qualifications, limitations and restrictions as follows:

     2.   Dividends and Distributions. The holders of record of shares of Series
C Preferred shall be entitled to receive, when and if declared by the Board of
Directors of the Corporation, dividends out of funds legally available therefor,
which shall be prior and in preference to any declaration or payment of any
dividend or other distribution on any other class or series of Preferred Stock
or the common stock of the Corporation, par value $0.01 per share (the "Common
Stock"). In no event shall the holders of Series C Preferred ever be entitled to
share in the Residuals (as defined in Section 3(e)), by dividend or otherwise,
or have any rights whatsoever with respect thereto.

     3.   Liquidation Rights. In the event of any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary (a
"Liquidation"), distributions shall be made in the following manner:

          (a) Series C Preferred. The holders of Series C Preferred shall be
entitled to be paid (i) after the distribution of the Residuals (as defined in
Section 3(e)) into a trust or other entity for the benefit of the Corporation's
current shareholders and (ii) before any amount shall be paid to the holders of
Common Stock or any other class or series of capital stock of the Corporation
ranking junior to the Series C Preferred, out of the assets of the Corporation
available for distribution to holders of its capital stock an amount per share
equal to the Original Purchase Price for such share as appropriately adjusted to
reflect any stock split, stock dividend, combination, recapitalization and the
like (the "Liquidation Amount"). If the proceeds from a Liquidation are not
sufficient to pay to the holders of Series C Preferred the full preference
amount set forth above, then such holders shall instead be entitled to receive
the entire assets and funds of the Corporation legally available for
distribution to the holders of capital stock (after the distribution of the
Residuals into a trust or other entity for the benefit of the Corporation's
current shareholders), which assets and funds shall be distributed ratably among
the holders of the Series C Preferred in proportion to the relative aggregate
liquidation value of the number of shares of Series C Preferred held by each
holder.


                                       30
<PAGE>

          (b) Remaining Assets. If assets are remaining after (i) distribution
of the Residuals into a trust or other entity for the benefit of the
Corporation's current shareholders and (ii) payment of the full preferential
amount with respect to the Series C Preferred, then the holders of the Common
Stock shall be entitled to share ratably in all such remaining assets and
surplus funds based on the number of shares of Common Stock held by each.

          (c) Events Deemed a Liquidation. For purposes of this Section 3, the
sale or other transfer in a single transaction or a series of related
transactions of all or substantially all of the assets of the Corporation, or
any other reorganization involving the merger or consolidation of the
Corporation shall be treated as a Liquidation, except for any merger or
consolidation in which (i) solely the Corporation and one or more of its wholly
owned subsidiaries is involved, (ii) the Corporation is the sole surviving
corporation, (iii) the holders of Series C Preferred outstanding immediately
prior to such transaction will hold the same number of shares of Series C
Preferred, with substantially identical designations, preferences, limitations,
and relative rights, immediately after such transaction as they held immediately
prior to such transaction, or (iv) the voting power of the number of Series C
Preferred outstanding immediately before such transaction will be at least 51%
of the total number of Series C Preferred issued and outstanding immediately
following such transaction (whether by conversion of securities issued pursuant
to such transaction or the exercise of rights to purchase securities issued
pursuant to such transaction).

          (d) Valuation of Securities and Property. In the event the Corporation
proposes to distribute assets other than cash in connection with any
Liquidation, the value of the assets to be distributed to the holders of shares
of Series C Preferred shall be determined in good faith by the Board of
Directors. Any securities not subject to an investment letter or similar
restrictions on free marketability shall be valued as follows:

               (i) if traded on a national securities exchange or the NASDAQ
National Market System ("NASDAQ"), the value shall be deemed to be the average
of the security's closing prices on such exchange or NASDAQ over the thirty (30)
trading day period ending three (3) days prior to the distribution;

               (ii) if actively traded over-the-counter (other than NASDAQ), the
value shall be deemed to be the average of the closing bid prices over the
thirty (30) day period ending three (3) days prior to the distribution; or

               (iii) if there is no active public market, the value shall be the
fair market value thereof as determined in good faith by the Board of Directors.


                                       31
<PAGE>

     The method of valuation of securities subject to an investment letter or
other restrictions on free marketability shall be adjusted to make an
appropriate discount from the market value determined as above in clauses (i),
(ii) or (iii) to reflect the fair market value thereof as determined in good
faith by the Board of Directors. The holders of at least two-thirds of the
issued and outstanding Series C Preferred shall have the right to challenge any
determination by the Board of Directors of fair market value pursuant to this
Section 3(d), in which case the determination of fair market value shall be made
by an independent appraiser or investment banker selected jointly by the Board
of Directors and the challenging parties, the cost of such appraisal to be borne
(a) by the challenging parties, if the fair market value as determined by such
appraisal does not exceed the determination of fair market value by the Board of
Directors by more than twenty-five percent (25%) and (b) by the Corporation, if
the fair market value as determined by such appraisal exceeds the determination
of fair market value by the Board of Directors by more than twenty-five percent
(25%).

          (e) "Residuals" shall mean the Corporation's interest in those certain
derivative interests in mortgage-backed or asset-backed securitization
transactions which are assets of, or the cash flow rights owned by, the
Corporation and are held in a trust or other entity for the benefit of the
Corporation's creditors and current shareholders.

     4.   Conversion. The holders of Series C Preferred shall have conversion
rights as follows:

          (a)  Right to Convert. Each Share of Series C Preferred shall
initially be convertible, at the option of the holder thereof, at any time on or
after the first anniversary date of issuance thereof, into 1,800 shares of fully
paid and nonassessable Common Stock (the "Conversion Ratio"), subject to
adjustment in accordance with Section 4.

          (b)  Mechanics of Conversion. Before any holder of Series C Preferred
shall be entitled to convert the same into shares of Common Stock and to receive
certificates therefor, such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the principal office of the Corporation
or of any transfer agent for the Series C Preferred, and shall give written
notice to the Corporation at such office that such holder elects to convert the
same. The Corporation shall as soon as practicable after such delivery, or after
such agreement and indemnification, issue and deliver at such office to such
holder of Series C Preferred, a certificate or certificates for the number of
shares of Common Stock to which it, he or she shall be entitled as aforesaid
and, at the option of the Corporation, either a check payable to the holder in
the amount of any declared but unpaid dividends then owed pursuant to Section 2
hereof, if any, or the number of fully paid and nonassessable shares of Common
Stock which results from dividing the fair market value of a share of Common
Stock (as determined in good faith by the Board of Directors) in effect at such
time into the aggregate of all such declared but unpaid dividends then owed.
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of such surrender of the shares of Series C Preferred to
be converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.


                                       32
<PAGE>

     (c)  Adjustments to Conversion Ratio.

               (i)  Subdivisions, Combinations, or Consolidations of Common
Shares. In the event the outstanding Common Stock shall be subdivided, combined
or consolidated, by share split, dividend, combination or like event, into a
greater or lesser number of Common Shares, the Conversion Ratio of the Series C
Preferred in effect immediately prior to such subdivision, combination,
consolidation, share split or share dividend shall, concurrently with the
effectiveness of such subdivision, combination, consolidation, share split or
dividend be proportionately adjusted.

               (ii) Reclassifications. In the case, at any time after the date
hereof, of any capital reorganization or any reclassification of the stock of
the Corporation (other than as a result of a stock dividend or subdivision,
split-up or combination of shares), or the consolidation or merger of the
Corporation with or into another person (other than a consolidation or merger in
which the Corporation is the continuing entity and which does not result in any
change in the Common Stock, the shares of Series C Preferred shall, after such
reorganization, reclassification, consolidation or merger be convertible into
the kind and number of shares of stock or other securities or property of the
Corporation or otherwise to which such holder would have been entitled if
immediately prior to such reorganization, reclassification, consolidation or
merger such holder had converted his shares of Series C Preferred into Common
Stock. The provisions of this Section 4(c)(ii) shall similarly apply to
successive reorganizations, reclassifications, consolidations or mergers.

               (iii) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price of the Series C Preferred
pursuant to this Section 4, the Corporation, at its expense, shall promptly
thereafter compute such adjustment or readjustment in accordance with the terms
hereof and furnish to each holder of Series C Preferred a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Corporation shall, upon the
written request at any time of any holder of Series C Preferred, furnish or
cause to be furnished to such holder a like certificate setting forth (i) such
adjustments and readjustments, if any and (ii) the number of shares of Common
Stock and the amount, if any, of other property which at the time would be
received upon the conversion of the Series C Preferred.

          (d)  Status of Converted Stock. In case any shares of Series C
Preferred shall be converted pursuant to Section 4 hereof, the shares so
converted shall be canceled, shall not be reissuable and shall cease to be a
part of the authorized capital stock of the Corporation.

          (e)  Fractional Shares. In lieu of any fractional shares in the
aggregate to which the holder of Series C Preferred would otherwise be entitled
upon conversion, the Corporation shall pay cash equal to such fraction
multiplied by the fair market value of one share of Common Stock as determined
by the Board of Directors in the good faith exercise of its reasonable business
judgment.

          (f)  No Impairment. The Corporation will not through any
reorganization,


                                       33
<PAGE>

recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 4 and in the taking of all
action as may be necessary or appropriate in order to protect the conversion
rights of the holders of Series C Preferred against impairment.

          (g)  Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of Series C Preferred, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series C Preferred. If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series C Preferred, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

     5.   Voting Rights. Except as otherwise required by law, the holder of each
share of Series C Preferred issued and outstanding shall be entitled to vote on
all matters with the Common Stock as a single class, and not as a separate class
or series. Each share of Series C Preferred will entitle the holder to the
number of votes per share equal to the full number of shares of Common Stock
into which each share of Series C Preferred is convertible on the record date
for such vote, or, if no such record date is established, at the date such vote
is taken or any written consent of shareholders is solicited. Except as
otherwise expressly provided herein or as required by law, the holders of Series
C Preferred and Common Stock shall vote together and not as a separate class on
all matters to come before the shareholders of the Corporation. Fractional votes
by the holders of Series C Preferred shall not, however, be permitted, and any
fractional voting rights shall (after aggregating all shares into which shares
of Series C Preferred held by each holder could be converted) be rounded to the
nearest whole number.

     6.   Notices. Any notice required by the provisions of this Certificate of
Designations to be given to the holders of Series C Preferred shall be deemed to
have been sufficiently received (except as otherwise provided herein) (a) upon
receipt when personally delivered, (b) or one (1) day after sent by overnight
delivery or telecopy providing confirmation or receipt of delivery, or (c) three
(3) days after being sent by certified or registered mail, postage and charges
prepaid, return receipt requested, and addressed to each holder of record at
such holder's address appearing on the books of the Corporation.

     7.   Transferability. The Series C Preferred are expressly transferable in
whole or in part. Any transfer of the rights represented by this Certificate of
Designations shall be effected by the surrender of the Series C Preferred stock
certificate (the "Stock Certificate"), along with an assignment, properly
completed and executed by the registered holder thereof, at the principal
executive office of the Corporation, together with an appropriate investment
letter, if deemed reasonably necessary by counsel to the Corporation. Thereupon,
the Corporation shall issue in the name or names specified by the registered
holder of the Series C Preferred and, in the event of a


                                       34
<PAGE>

partial transfer, in the name of the registered holder of the Series C
Preferred, a new Stock Certificate or Stock Certificates evidencing the right to
purchase such number of shares of Series C Preferred as shall be equal to the
number of shares of Series C Preferred then purchasable thereunder.

                                                  [Signature page follows]


                                       35
<PAGE>

     IN WITNESS WHEREOF, said FIRSTPLUS Financial Group, Inc. has caused this
Certificate to be executed by its President and Chief Executive Officer, and
attested by its Secretary, this 25 day of October, 2001.

                                    FIRSTPLUS FINANCIAL GROUP, INC.

                                    By:   /s/ Daniel T. Phillips
                                          --------------------------------------
                                    Name: Daniel T. Phillips
                                          --------------------------------------
                                          President and Chief Executive Officer


ATTESTED:


By:   /s/ Daniel T. Phillips
      ------------------------------
Name: Daniel T. Phillips
      ------------------------------
      Secretary


State of Texas             )
                           )
County of Dallas           )

     The foregoing instrument was acknowledged before me, on the 28th day of
October 2001, by Daniel T. Phillips, President and Secretary of FIRSTPLUS
Financial Group, Inc., a Nevada corporation, on behalf of the corporation.

Lori V. Muncrief
MY COMMISSION EXPIRES
November 16, 2001


                                       36
<PAGE>

                           CERTIFICATE OF DESIGNATION
                                  ESTABLISHING
                      SERIES D CONVERTIBLE PREFERRED STOCK
                                       OF
                         FIRSTPLUS FINANCIAL GROUP, INC.

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

                         Pursuant to Section 78.1955 of
                           the Nevada Revised Statutes

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

     1.   The name of the Corporation is FIRSTPLUS Financial Group, Inc., a
Nevada corporation (the "Corporation").

     2.   The Board of Directors of the Corporation duly adopted the following
resolutions at a meeting of the Board of Directors held on June 25, 2002:

     WHEREAS, the Corporation's directors have reviewed and approved the
Designation of Preferences, Limitations and Rights of Series D Convertible
Preferred Stock of FIRSTPLUS Financial Group, Inc. (the "Certificate"), attached
hereto as Exhibit A and incorporated herein by reference, delineating the number
of shares, the voting powers, designations, preferences and relative,
participating, optional, redemption, conversion, exchange, dividend or other
special rights and qualifications, limitations or restrictions of a series of
Preferred Stock to be issued by the Corporation and designated Series D
Convertible Preferred Stock, par value $1.00 per share (the "Series D
Preferred");

     RESOLVED, that 25,639 shares of authorized but unissued Preferred Stock of
the Corporation be designated Series D Preferred and authorized for issuance and
that the Series D Preferred have the rights, preferences, limitations and
restrictions set forth herein.

     FURTHER RESOLVED, that the Chief Executive Officer, President or any Vice
President of the Corporation, individually or collectively, and the Secretary or
Assistant Secretary of the Corporation, individually or collectively, be, and
such officers hereby are, authorized, empowered and directed to execute,
acknowledge, attest, record and file with the Secretary of State of the State of
Nevada a Certificate of Designation in accordance with Nevada General Corporate
Law and to take all other actions that such officers deem necessary to
effectuate the Certificate of Designation and establish the Series D Preferred.

     3.   The authorized number of shares of Preferred Stock of the Corporation
is 2,600,000 and the number of shares of the Series D Preferred, none of which
has been issued, is 25,639.

     4.   The resolutions set forth above have been duly adopted by all
necessary action on the part of the Corporation.


                                       37
<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation Establishing Series D Convertible Preferred Stock to be duly adopted
in accordance with the provisions of Section 78.1955 of the Nevada Revised
Statutes and the Articles of Incorporation of the Corporation and to be executed
in its corporate name on the 27th day of June, 2002.

                                    FIRSTPLUS FINANCIAL GROUP, INC.

                                    By:    /s/ Daniel T. Phillips
                                           -------------------------------------
                                    Name:  Daniel T. Phillips
                                    Title: President and Chief Executive Officer


                                    By:    /s/ Daniel T. Phillips
                                           -------------------------------------
                                    Name:  Daniel T. Phillips
                                    Title: Secretary


State of Texas             )
                           )
County of Dallas           )

     The foregoing instrument was acknowledged before me, on the 27th day of
June 2002, by Daniel T. Phillips, President and Daniel T. Phillips, Secretary of
FIRSTPLUS Financial Group, Inc., a Nevada corporation, on behalf of the
corporation.


         By: /s/ Jeffrey L. Harvey
             ---------------------------
         Name: Jeff Harvey


                                       38
<PAGE>

                                    Exhibit A
                                    ---------
               DESIGNATION OF PREFERENCES, LIMITATIONS AND RIGHTS
                                       OF
                      SERIES D CONVERTIBLE PREFERRED STOCK
                                       OF
                         FIRSTPLUS FINANCIAL GROUP, INC.

     1.   Series D Preferred Stock. The Series D Convertible Preferred Stock,
par value $1.00 per share (the "Series D Preferred"), will consist of 25,639
shares and will have the designations, preferences, voting powers, relative,
participating, optional or other special rights and privileges, and the
qualifications, limitations and restrictions as follows:

     2.   Dividends and Distributions. The holders of record of shares of Series
D Preferred shall be entitled to receive, when and if declared by the Board of
Directors of the Corporation, dividends out of funds legally available therefor,
which shall be prior and in preference to any declaration or payment of any
dividend or other distribution on any other class or series of Preferred Stock
or the common stock of the Corporation, par value $0.01 per share (the "Common
Stock"). In no event shall the holders of Series D Preferred ever be entitled to
share in the Residuals (as defined in Section 3(e)), by dividend or otherwise,
or have any rights whatsoever with respect thereto.

     3.   Liquidation Rights. In the event of any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary (a
"Liquidation"), distributions shall be made in the following manner:

          (a)  Series D Preferred. The holders of Series D Preferred shall be
entitled to be paid (i) after the distribution of the Residuals (as defined in
Section 3(e)) into a trust or other entity for the benefit of the Corporation's
current shareholders and (ii) before any amount shall be paid to the holders of
Common Stock or any other class or series of capital stock of the Corporation
ranking junior to the Series D Preferred, out of the assets of the Corporation
available for distribution to holders of its capital stock an amount per share
equal to the Original Purchase Price for such share as appropriately adjusted to
reflect any stock split, stock dividend, combination, recapitalization and the
like (the "Liquidation Amount"). If the proceeds from a Liquidation are not
sufficient to pay to the holders of Series D Preferred the full preference
amount set forth above, then such holders shall instead be entitled to receive
the entire assets and funds of the Corporation legally available for
distribution to the holders of capital stock (after the distribution of the
Residuals into a trust or other entity for the benefit of the Corporation's
current shareholders), which assets and funds shall be distributed ratably among
the holders of the Series D Preferred in proportion to the relative aggregate
liquidation value of the number of shares of Series D Preferred held by each
holder.


                                       39
<PAGE>

          (b)  Remaining Assets. If assets are remaining after (i) distribution
of the Residuals into a trust or other entity for the benefit of the
Corporation's current shareholders and (ii) payment of the full preferential
amount with respect to the Series D Preferred, then the holders of the Common
Stock shall be entitled to share ratably in all such remaining assets and
surplus funds based on the number of shares of Common Stock held by each.

          (c)  Events Deemed a Liquidation. For purposes of this Section 3, the
sale or other transfer in a single transaction or a series of related
transactions of all or substantially all of the assets of the Corporation, or
any other reorganization involving the merger or consolidation of the
Corporation shall be treated as a Liquidation, except for any merger or
consolidation in which (i) solely the Corporation and one or more of its wholly
owned subsidiaries is involved, (ii) the Corporation is the sole surviving
corporation, (iii) the holders of Series D Preferred outstanding immediately
prior to such transaction will hold the same number of shares of Series D
Preferred, with substantially identical designations, preferences, limitations,
and relative rights, immediately after such transaction as they held immediately
prior to such transaction, or (iv) the voting power of the number of Series D
Preferred outstanding immediately before such transaction will be at least 51%
of the total number of Series D Preferred issued and outstanding immediately
following such transaction (whether by conversion of securities issued pursuant
to such transaction or the exercise of rights to purchase securities issued
pursuant to such transaction).

          (d)  Valuation of Securities and Property. In the event the
Corporation proposes to distribute assets other than cash in connection with any
Liquidation, the value of the assets to be distributed to the holders of shares
of Series D Preferred shall be determined in good faith by the Board of
Directors. Any securities not subject to an investment letter or similar
restrictions on free marketability shall be valued as follows:

               (i) if traded on a national securities exchange or the NASDAQ
National Market System ("NASDAQ"), the value shall be deemed to be the average
of the security's closing prices on such exchange or NASDAQ over the thirty (30)
trading day period ending three (3) days prior to the distribution;

               (ii) if actively traded over-the-counter (other than NASDAQ), the
value shall be deemed to be the average of the closing bid prices over the
thirty (30) day period ending three (3) days prior to the distribution; or

               (iii) if there is no active public market, the value shall be the
fair market value thereof as determined in good faith by the Board of Directors.


                                       40
<PAGE>

     The method of valuation of securities subject to an investment letter or
other restrictions on free marketability shall be adjusted to make an
appropriate discount from the market value determined as above in clauses (i),
(ii) or (iii) to reflect the fair market value thereof as determined in good
faith by the Board of Directors. The holders of at least two-thirds of the
issued and outstanding Series D Preferred shall have the right to challenge any
determination by the Board of Directors of fair market value pursuant to this
Section 3(d), in which case the determination of fair market value shall be made
by an independent appraiser or investment banker selected jointly by the Board
of Directors and the challenging parties, the cost of such appraisal to be borne
(a) by the challenging parties, if the fair market value as determined by such
appraisal does not exceed the determination of fair market value by the Board of
Directors by more than twenty-five percent (25%) and (b) by the Corporation, if
the fair market value as determined by such appraisal exceeds the determination
of fair market value by the Board of Directors by more than twenty-five percent
(25%).

          (e) "Residuals" shall mean the Corporation's interest in those certain
derivative interests in mortgage-backed or asset-backed securitization
transactions which are assets of, or the cash flow rights owned by, the
Corporation and are held in a trust or other entity for the benefit of the
Corporation's creditors and current shareholders.

     4.   Conversion. The holders of Series D Preferred shall have conversion
rights as follows:

          (a)  Right to Convert. Each Share of Series D Preferred shall
initially be convertible, at the option of the holder thereof, at any time on or
after the first anniversary date of issuance thereof, into 1,800 shares of fully
paid and nonassessable Common Stock (the "Conversion Ratio"), subject to
adjustment in accordance with Section 4.

          (b)  Mechanics of Conversion. Before any holder of Series D Preferred
shall be entitled to convert the same into shares of Common Stock and to receive
certificates therefor, such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the principal office of the Corporation
or of any transfer agent for the Series D Preferred, and shall give written
notice to the Corporation at such office that such holder elects to convert the
same. The Corporation shall as soon as practicable after such delivery, or after
such agreement and indemnification, issue and deliver at such office to such
holder of Series D Preferred, a certificate or certificates for the number of
shares of Common Stock to which it, he or she shall be entitled as aforesaid
and, at the option of the Corporation, either a check payable to the holder in
the amount of any declared but unpaid dividends then owed pursuant to Section 2
hereof, if any, or the number of fully paid and nonassessable shares of Common
Stock which results from dividing the fair market value of a share of Common
Stock (as determined in good faith by the Board of Directors) in effect at such
time into the aggregate of all such declared but unpaid dividends then owed.
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of such surrender of the shares of Series D Preferred to
be converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.


                                       41
<PAGE>

          (c)  Adjustments to Conversion Ratio.

               (i) Subdivisions, Combinations, or Consolidations of Common
Shares. In the event the outstanding Common Stock shall be subdivided, combined
or consolidated, by share split, dividend, combination or like event, into a
greater or lesser number of Common Shares, the Conversion Ratio of the Series D
Preferred in effect immediately prior to such subdivision, combination,
consolidation, share split or share dividend shall, concurrently with the
effectiveness of such subdivision, combination, consolidation, share split or
dividend be proportionately adjusted.

               (ii) Reclassifications. In the case, at any time after the date
hereof, of any capital reorganization or any reclassification of the stock of
the Corporation (other than as a result of a stock dividend or subdivision,
split-up or combination of shares), or the consolidation or merger of the
Corporation with or into another person (other than a consolidation or merger in
which the Corporation is the continuing entity and which does not result in any
change in the Common Stock, the shares of Series D Preferred shall, after such
reorganization, reclassification, consolidation or merger be convertible into
the kind and number of shares of stock or other securities or property of the
Corporation or otherwise to which such holder would have been entitled if
immediately prior to such reorganization, reclassification, consolidation or
merger such holder had converted his shares of Series D Preferred into Common
Stock. The provisions of this Section 4(c)(ii) shall similarly apply to
successive reorganizations, reclassifications, consolidations or mergers.

               (iii) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price of the Series D Preferred
pursuant to this Section 4, the Corporation, at its expense, shall promptly
thereafter compute such adjustment or readjustment in accordance with the terms
hereof and furnish to each holder of Series D Preferred a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Corporation shall, upon the
written request at any time of any holder of Series D Preferred, furnish or
cause to be furnished to such holder a like certificate setting forth (i) such
adjustments and readjustments, if any and (ii) the number of shares of Common
Stock and the amount, if any, of other property which at the time would be
received upon the conversion of the Series D Preferred.

          (d) Status of Converted Stock. In case any shares of Series D
Preferred shall be converted pursuant to Section 4 hereof, the shares so
converted shall be canceled, shall not be reissuable and shall cease to be a
part of the authorized capital stock of the Corporation.

          (e) Fractional Shares. In lieu of any fractional shares in the
aggregate to which the holder of Series D Preferred would otherwise be entitled
upon conversion, the Corporation shall


                                       42
<PAGE>

pay cash equal to such fraction multiplied by the fair market value of one share
of Common Stock as determined by the Board of Directors in the good faith
exercise of its reasonable business judgment.

          (f)  No Impairment. The Corporation will not through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 4 and in the
taking of all action as may be necessary or appropriate in order to protect the
conversion rights of the holders of Series D Preferred against impairment.

          (g)  Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of Series D Preferred, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series D Preferred. If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series D Preferred, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

     5.   Voting Rights. Except as otherwise required by law, the holder of each
share of Series D Preferred issued and outstanding shall be entitled to vote on
all matters with the Common Stock as a single class, and not as a separate class
or series. Each share of Series D Preferred will entitle the holder to the
number of votes per share equal to the full number of shares of Common Stock
into which each share of Series D Preferred is convertible on the record date
for such vote, or, if no such record date is established, at the date such vote
is taken or any written consent of shareholders is solicited. Except as
otherwise expressly provided herein or as required by law, the holders of Series
D Preferred and Common Stock shall vote together and not as a separate class on
all matters to come before the shareholders of the Corporation. Fractional votes
by the holders of Series D Preferred shall not, however, be permitted, and any
fractional voting rights shall (after aggregating all shares into which shares
of Series D Preferred held by each holder could be converted) be rounded to the
nearest whole number.

     6.   Notices. Any notice required by the provisions of this Certificate of
Designations to be given to the holders of Series D Preferred shall be deemed to
have been sufficiently received (except as otherwise provided herein) (a) upon
receipt when personally delivered, (b) or one (1) day after sent by overnight
delivery or telecopy providing confirmation or receipt of delivery, or (c) three
(3) days after being sent by certified or registered mail, postage and charges
prepaid, return receipt requested, and addressed to each holder of record at
such holder's address appearing on the books of the Corporation.

     7.   Transferability. The Series D Preferred are expressly transferable in
whole or in


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part. Any transfer of the rights represented by this Certificate of Designations
shall be effected by the surrender of the Series D Preferred stock certificate
(the "Stock Certificate"), along with an assignment, properly completed and
executed by the registered holder thereof, at the principal executive office of
the Corporation, together with an appropriate investment letter, if deemed
reasonably necessary by counsel to the Corporation. Thereupon, the Corporation
shall issue in the name or names specified by the registered holder of the
Series D Preferred and, in the event of a partial transfer, in the name of the
registered holder of the Series D Preferred, a new Stock Certificate or Stock
Certificates evidencing the right to purchase such number of shares of Series D
Preferred as shall be equal to the number of shares of Series D Preferred then
purchasable thereunder.

                                    [Signature page follows]


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<PAGE>

     IN WITNESS WHEREOF, said FIRSTPLUS Financial Group, Inc. has caused this
Certificate to be executed by its President and Chief Executive Officer, and
attested by its Secretary, this 27th day of June, 2002.

                                    FIRSTPLUS FINANCIAL GROUP, INC.

                                    By:   /s/ Daniel T. Phillips
                                          --------------------------------------
                                    Name: Daniel T. Phillips
                                          President and Chief Executive Officer


ATTESTED:

By:   /s/ Daniel T. Phillips
      ------------------------------
Name: Daniel T. Phillips
      Secretary


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