<PAGE>
 
                                                                     EXHIBIT 4.6
                      HOMECAPITAL INVESTMENT CORPORATION

                                 AMENDMENTS TO
                          CERTIFICATE OF DESIGNATION
                                      OF
                           PREFERRED STOCK, SERIES A


HOMECAPITAL INVESTMENT CORPORATION, a Nevada corporation (the "Corporation"),
DOES HEREBY CERTIFY:

That, pursuant to the authority conferred upon the Board of Directors of the
Corporation by virtue of its Articles of Incorporation, as amended, and in
accordance with the Revised Statutes of the State of Nevada, and pursuant to the
authority conferred upon the Board of Directors by the Certificate of
Designation of Preferred Stock, Series A, of the Corporation filed in accordance
with the Revised Statutes of the State of Nevada effective June 14, 1996 (the
"Certificate of Designation"), the Board of Directors of the Corporation has
duly adopted the following resolutions on and as of September 30, 1996, for the
purpose of amending the Certificate of Designation of the Corporation to modify
the redemption provisions thereof and related rights of the Corporation and
holders of shares of the Preferred Stock, Series A, par value $.01 per share
(the "Series A Stock"), thereto:

"WHEREAS, at the request of the Corporation, the holders of in excess of fifty
percent (50%) of all of the issued and outstanding shares of Preferred Stock,
Series A ("Series A Stock"), of the Corporation have agreed to waive and
relinquish all rights to require the Corporation to redeem shares of issued and
outstanding Series A Stock and have consented to the amendment of the
Certificate of Designation of the Series A Stock as filed and effective June 14,
1996 ("Certificate of Designation"), so as to eliminate the right of holders of
Series A Stock to put or otherwise require the Corporation to redeem or purchase
issued and outstanding shares of Series A Stock; and

WHEREAS, at the request of the holders of in excess of fifty percent (50%) of
the issued and outstanding shares of Series A Stock, the Corporation has agreed
to defer for an additional year, from May 31, 1997 to May 31, 1998, the date
after which the Corporation may call outstanding shares of Series A Stock for
redemption pursuant to the Certificate of Designation; and

WHEREAS, the holders of in excess of fifty percent (50%) of the issued and
outstanding shares of Series A Stock have agreed and consented in writing to the
following amendments to the Certificate of Designation:

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority vested in the
Board of Directors of the Corporation by the Articles of Incorporation, as
amended, of the Corporation, and pursuant to the authority conferred upon the
Board of Directors by the Certificate of Designation, the Board of Directors
hereby amends the Certificate of Designation as follows:
<PAGE>
 
(1)  Section 5 of the Certificate of Designation is hereby amended, so as to
defer for an additional year the date after which the Corporation may call the
Series A Stock for redemption. Accordingly, the first sentence of paragraph (a)
of Section 5 of the Certificate of Designation is amended so as to read in its
entirety as follows:

     `The shares of Series A Stock may be redeemed, in whole or in part, at any
     time from time to time or on or after May 31, 1998, at the option of the
     Corporation out of funds legally available therefor, at a redemption price
     of One and 50/100 Dollars ($1.50) per share plus accrued dividends
     ("Redemption Price").'

(2)  Section 5 of the Certificate of Designation is amended, so as to eliminate
the right of holders of Series A Stock to demand that the Corporation redeem the
outstanding shares of Series A Stock. Accordingly, the provisions of paragraph
(c) of Section 5 of the Certificate of Designation are hereby deleted in their
entirety, the parenthetical expression in the first sentence of paragraph (d) of
the Certificate of Designation that refers to a "Mandatory Redemption Date" is
hereby deleted in its entirety, and paragraph (d) of Section 5 of the
Certificate of Designation is hereby redesignated as paragraph (c) of Section 5
of the Certificate of Designation.

FURTHER RESOLVED, that the Certificate of Designation, as amended, modified and
revised pursuant to these resolutions, be and it is hereby restated in its
entirety and attached hereto as the Amended Certificate of Designation, and
shall become effective, as amended, upon filing in the Office of the Secretary
of State of Nevada and as otherwise may be required by law.

FURTHER RESOLVED, that all holders of Series A Stock shall be notified of the
foregoing amendments to the Certificate of Designation, and that all
certificates evidencing shares of Series A Stock shall be surrendered to the
Corporation and stamped or printed with a conspicuous legend giving notice of
the foregoing amendments to the Certificate of Designation.

FURTHER RESOLVED, that the proper officers of the Corporation are hereby
authorized and directed to do all acts and things which be necessary or
advisable to carry into effect the purposes and intent of this and the foregoing
resolutions."

The holders of in excess of fifty percent (50%) of the issued and outstanding
shares of Series A Stock of the Corporation have duly agreed and consented in
writing to the foregoing amendments to the Certificate of Designation of the
Corporation, and due notice thereof has been given to all holders of issued and
outstanding shares of Series A Stock of the Corporation who have not agreed or
consented in writing to the amendments to the Certificate of Designation in
accordance with law.

                                      -2-
<PAGE>
 
IN WITNESS WHEREOF, HomeCapital Investment Corporation has caused this
certificate to be duly executed effective on and as of this 30th day of
September, 1996.

                              HOMECAPITAL INVESTMENT CORPORATION
ATTEST:


/s/  Anna M. Walker           By: /s/  John W. Ballard
-------------------           -------------------------------
ANNA M. WALKER, Assistant         JOHN W. BALLARD, President
 Secretary


State of Texas

County of Travis

     This instrument was acknowledged before me on December 18, 1996 by John W.
Ballard as President, and Anna M. Walker, as Assistant Secretary, of HomeCapital
Investment Corporation, a Nevada corporation.



                                    /s/  Glenda Houchin
                                    ---------------------------------
                                    Notary Public, State of Texas

                                      -3-
<PAGE>
 
                      HOMECAPITAL INVESTMENT CORPORATION

                      AMENDED CERTIFICATE OF DESIGNATION
                                      OF
                           PREFERRED STOCK, SERIES A


HOMECAPITAL INVESTMENT CORPORATION, a Nevada corporation (the "Corporation"),
DOES HEREBY CERTIFY:

That, pursuant to the authority conferred upon the Board of Directors of the
Corporation by virtue of its Articles of Incorporation, as amended, and in
accordance with the Revised Statutes of the State of Nevada, the Board of
Directors of the Corporation has duly adopted the following resolution on and as
of September 30, 1996 (amending and restating the resolution of the Board of
Directors duly adopted on and as of May 3, 1996), for the purpose of
establishing and designating a series of Preferred Stock, par value $.01 per
share, of the Corporation and fixing the voting powers, preferences,
limitations, restrictions and relative rights thereof:

"RESOLVED, that pursuant to the authority vested in the Board of Directors of
the Corporation by the Articles of Incorporation, as amended, of the
Corporation, the Board of Directors hereby authorizes and provides for the issue
of a series of Preferred Stock, $.01 par value per share, of the Corporation to
be designated as Preferred Stock, Series A, consisting of 1,500,000 shares, and
does hereby fix, state and express the designations, voting powers, preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof as follows:

SECTION 1.  DESIGNATION.  The series of Preferred Stock having the rights,
preferences, privileges, and restrictions set forth herein shall be designated
and known as the "Preferred Stock, Series A" of the Corporation (hereinafter
referred to as "Series A Stock").  Each share of Series A Stock shall be
identical in all respects with all other shares of Series A Stock.

SECTION 2.  NUMBER OF SHARES.  The number of shares constituting all of the
Series A Stock shall be 1,500,000.  Shares of Series A Stock that are redeemed,
purchased or otherwise acquired by the Corporation or converted into Common
Stock of the Corporation shall be cancelled and shall revert to authorized but
unissued shares of Preferred Stock undesignated as to series.

SECTION 3.  DIVIDENDS.  The holders of shares of Series A Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, which
declaration shall be made by the Board of Directors and dividends shall be paid
for each of the first four full quarterly periods following the issuance of the
Series A Stock, but only in each case out of funds legally available therefor,
cumulative cash dividends at the annual rate of $.18 per share, and no more,
payable quarterly on the first days of March, June, September and December,
respectively, in each year, commencing September 1, 1996, with respect to the
quarterly dividend period (or portion thereof) ending on the day preceding such
respective dividend
<PAGE>
 
payment date, to holders of record on the respective date, not more than sixty
(60) nor less than ten (10) days preceding such dividend payment date, fixed for
such purpose by the Board of Directors in advance of payment of each particular
dividend.  So long as any share of Series A Stock remains outstanding, no
dividend whatever shall be paid or declared and no distribution shall be made on
any junior stock, other than a dividend payable solely in junior stock, and no
shares of junior stock shall be purchased, redeemed or otherwise acquired for
consideration by the Corporation, directly or indirectly (other than as a result
of a reclassification of junior stock, or the exchange or conversion of one
share of junior stock, in each case, for or into another share of junior stock),
unless all accrued dividends on all outstanding shares of Series A Stock for all
past quarterly dividend periods shall have been paid and the full dividend
thereon for the then current quarterly dividend period shall have been paid or
declared and set apart for payment.  Subject to the foregoing, and not
otherwise, such dividends (payable in cash, stock or otherwise) as may be
determined by the Board of Directors may be declared and paid on any junior
stock from time to time out of any funds legally available therefor, and the
shares of Series A Stock shall not be entitled to participate therein.  No
interest or penalty shall be payable on accrued dividends of Series A Stock.

SECTION 4.  LIQUIDATION RIGHTS.  In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, the holders of
shares of Series A Stock shall be entitled to be paid out of the assets of the
Corporation legally available for distribution to its stockholders, before any
payment or declaration and setting apart for payment of any amount shall be made
in respect of the Common Stock, an amount equal to $1.50 per share of Series A
Stock, plus an amount equal to any accrued dividends, and no more.  If upon the
occurrence of such event the assets distributable among the holders of Series A
Stock shall be insufficient to permit the payment of the full preferential
amounts for the Series A Stock, then the entire assets and funds of the
Corporation legally available for distribution to its stockholders shall be
distributed among the holders of Series A Stock then outstanding ratably per
share in proportion to the full preferential amounts per share to which they are
respectively entitled.  After the holders of Series A Stock have received
payment or distribution of their full preferential amounts, the remaining assets
of the Corporation available for distribution to its stockholders shall be
distributed ratably to the holders of the outstanding shares of Common Stock,
except to the extent otherwise provided in the designation of any series of
capital stock.  For the purposes of this Section 4, the consolidation or merger
of the Corporation with any other corporation shall not be deemed to constitute
a liquidation, dissolution or winding up of the Corporation.

SECTION 5.  REDEMPTION.

     (a)    The shares of Series A Stock may be redeemed, in whole or in part,
at any time from time to time or on or after May 31, 1998, at the option of the
Corporation out of funds legally available therefor, at a redemption price of
One and 50/100 Dollars ($1.50) per share plus accrued dividends ("Redemption
Price"). In case of redemption of a part only of the shares of Series A Stock at
the time outstanding, the redemption may be either pro rata or by lot. The Board
of Directors shall have full power and authority, subject to the

                                      -2-
<PAGE>
 
provisions herein contained, to prescribe the terms and conditions upon which
shares of Series A Stock shall be redeemed from time to time.

     (b)    Notice of redemption of Series A Stock shall be mailed by first
class mail, postage prepaid, addressed to the holders of record of shares of the
Series A Stock at the last addresses as they shall appear on the books of the
Corporation ("Redemption Notice") at least 10 days and not more than 30 days
prior to the redemption date (the "Redemption Date"). Any notice which is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the stockholder receives such notice, and failure duly to
give such notice by mail, or any defect in such notice, to any holder of shares
of Series A Stock designated for redemption shall not affect the validity of the
proceedings for the redemption of any other shares of Series A Stock. The
Redemption Notice shall set forth the Redemption Price and the place where
holders of shares of Series A Stock may receive the Redemption Price upon
tendering certificates for shares of Series A Stock in the manner set forth in
the Redemption Notice.

     (c)    If on or before the Redemption Date all funds necessary for such
redemption shall have been set aside by the Corporation, separate and apart from
its other funds, in trust for the pro rata benefit of the holders of Series A
Stock, so as to be and continue to be available therefor, then from and after
the Redemption Date, notwithstanding that any certificate for shares of Series A
Stock shall not have been surrendered for cancellation, the shares represented
thereby shall no longer be deemed outstanding, and all rights with respect to
shares of Series A Stock shall forthwith on the Redemption Date cease and
terminate except only as to the right of the holders thereof to receive the
redemption price of such shares so to be redeemed.  Any funds so set aside or
deposited by the Corporation which shall not be required for such redemption
because of the exercise of any right of conversion or exchange subsequent to the
date of such deposit shall be released or repaid to the Corporation forthwith.
Any moneys so set aside by the Corporation and unclaimed at the end of three (3)
years from the Redemption Date shall revert to the general funds of the
Corporation.

SECTION 6.  CONVERSION RIGHTS.  The holders of shares of Series A Stock shall
have the right, at their option, to convert all or any part of the shares of
Series A Stock into shares of Common Stock at any time on and subject to the
following terms and conditions.

     (a)    Shares of Series A Stock shall be convertible at the office of the
Corporation, or, if the Corporation shall then have a transfer agent for Common
Stock, at the office of such transfer agent, into one (1) fully paid and
nonassessable share of Common Stock for each share of Series A Stock (the
"Conversion Rate"), subject to adjustment as provided in this Section 6.  Upon
conversion of any shares of Series A Stock and at the time of delivery of
certificate for shares of Common Stock into which the shares of Series A Stock
is converted ("Conversion Common Stock"), the Corporation, at its option, shall
either (i) pay to the holder in cash by bank check drawn on immediately
available funds the amount of any accrued but unpaid dividends, or (ii) issue
additional shares of Conversion Common

                                      -3-
<PAGE>
 
Stock to the holder of the Series A Stock in payment and discharge of accrued
dividends at the Dividend Conversion Price (as hereinafter defined) per share of
Common Stock.

     (b)    Before any holder shall be entitled to convert shares of Series A
Stock into shares of Common Stock, such holder shall: (i) surrender the
certificate or certificates representing shares of Series A Stock to be
converted, duly endorsed or assigned to the Corporation or in blank, at the
office of the Corporation, or, if the Corporation shall then have a transfer
agent for the Common Stock, at the office of such transfer agent; (ii) give
written notice to the Corporation at such office, attention to its Secretary,
that such holder elects to convert Series A Stock into Common Stock; and (iii)
state in such written notice the number of shares of Series A Stock to be
converted and the denominations in which such holder wishes the certificate or
certificates for Common Stock to be issued. The Corporation will, as soon as
practicable thereafter, cause to be issued and delivered to such holder
certificates for the number of full shares of Common Stock and Series A Stock to
which such holder shall be entitled as aforesaid, together with payment of any
accrued dividends to be paid in cash and payment in lieu of any fraction of a
share, as hereinafter provided. Such conversion shall be deemed to have been
made as of the close of business on the date the certificate or certificates
representing shares of Series A Stock to be converted are surrendered and
received at the office of the Corporation, or, if the Corporation shall then
have a transfer agent for the Common Stock, at the office of such transfer agent
(the close of business on such date being herein called the "Conversion Date"),
so that the rights of such holder as to such shares of Series A Stock shall
cease at such time, and the holder shall be entitled to receive the shares of
Common Stock upon conversion of such shares of Series A Stock and shall be
treated for all purposes as having been the record holder of such shares of
Common Stock at such time, and such conversion shall be at the Conversion Rate
in effect at such time. In case shares of Series A Stock are called for
redemption, the right to convert such shares shall cease and terminate at the
close of business on the third full business day prior to the date fixed for
redemption, unless default shall be made in payment of the Redemption Price.

     (c)    No fractional shares of Common Stock shall be issued upon conversion
of shares of Series A Stock, but, instead of any fraction of a share which would
otherwise be issuable, the Corporation shall pay a cash adjustment in respect of
such fraction in an amount equal to the same fraction of the Dividend Conversion
Price on the Conversion Date.

     (d)    In the event that, while any shares of Series A Stock shall remain
outstanding, the Corporation shall at any time (i) subdivide its outstanding
Common Stock into a greater number of shares, or (ii) combine the outstanding
shares of Common Stock into a smaller number of shares, or (iii) issue
additional shares of Common Stock as a dividend or other distribution on the
Common Stock, the Conversion Rate in effect immediately prior to such
subdivision or combination or stock dividend or stock distribution shall be
proportionately adjusted so that, with respect to each such subdivision of
shares or stock dividend or stock distribution, the number of shares of Common
Stock deliverable upon conversion of each share of Series A Stock shall be
increased in proportion to the increase in the number of

                                      -4-
<PAGE>
 
then outstanding shares of Common Stock resulting from such subdivision of
shares of stock dividend or stock distribution, and with respect to each such
combination of shares, the number of shares of Common Stock deliverable upon
conversion of each share of Series A Stock shall be decreased in proportion to
the decrease in the number of then outstanding shares of Common Stock resulting
from such combination of shares.  Any such adjustment in the Conversion Rate
shall become effective, in the case of any subdivision or combination of shares,
at the close of business on the effective date thereof, and, in the case of any
such stock dividend or stock distribution, at the close of business on the
record date fixed for the determination of stockholders entitled thereto or on
the first business day during which the stock transfer books of the Corporation
shall be closed for the purpose of such determination, as the case may be.
Whenever the Conversion Rate shall be adjusted pursuant to this Section 6(d),
and the Corporation shall have a transfer agent for the Common Stock, the
Corporation shall, within thirty (30) days after such adjustment becomes
effective, file a notice of the Conversion Rate, as adjusted, with such transfer
agent.

     (e)    In the event that, while any shares of Series A Stock shall remain
outstanding, there shall be any consolidation or merger of the Corporation with
another corporation, or a sale to another corporation of all or substantially
all of the property of the Corporation (otherwise than for a consideration
which, apart from the assumption of liabilities, consists substantially or
entirely of cash), or a reclassification of the Common Stock of the Corporation
into securities including other than Common Stock, holders of Series A Stock
shall thereafter have the right to convert such shares of Series A Stock (or
such other stock or securities) into the kind and amount of shares of stock and
other securities and property receivable upon such consolidation, merger, or
reclassification by a holder of the number of shares of Common Stock into which
such shares of Series A Stock could have been converted immediately prior to
such consolidation, merger, or reclassification.  The instruments effecting such
consolidation, merger, or reclassification and, where appropriate, the articles
of incorporation of the surviving or resulting or purchasing corporation shall
provide for such conversion rights and for adjustments which shall be as nearly
as equivalent as practicable to the adjustments provided for in this Section 6,
and the provisions of this Section 6 shall similarly apply to successive
consolidations, mergers, sales, or reclassifications.  In case securities or
property other than Common Stock shall be issuable or deliverable upon
conversion as aforesaid, then all references to stock in this Section 6(e) shall
be deemed to apply, so far as appropriate and as nearly as may be, to such other
securities or property.

     (f)    The issuance of certificates for shares of Common Stock upon
conversion of shares of Series A Stock shall be made without charge to the
holders of Series A Stock for any original issuance tax in respect of the
issuance of such certificates, and such certificates shall be issued in the name
of, or in such name or names as may be directed by, the holders of Series A
Stock; provided, however, that the Corporation shall not be required to pay any
transfer tax which may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate in a name or names other than that
of the holders of Series A Stock and the Corporation shall not be required to
issue or deliver such certificates unless and until the holders of Series A
Stock shall have paid to the Corporation the amount of

                                      -5-
<PAGE>
 
such tax or shall have established to the satisfaction of the Corporation that
such tax has been paid.

     (g)    No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate; provided, however, that any adjustments which by reason of this
Section 6(g) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment.  All calculations with respect to this
Section 6 shall be made to the nearest cent or to the nearest 1/100th of a
share, as the case may be.  The certificate of any independent firm of public
accountants of recognized standing selected by the Board of Directors shall be
presumptive evidence of the correctness of any computation made under this
Section 6.

     (h)    In the event of the occurrence of any event or transaction not
contemplated by this Section 6 that would require an adjustment to the
Conversion Rate to remain consistent with the intent and purpose of this Section
6, then the Board of Directors shall make such adjustment to the Conversion Rate
as they shall deem reasonable and consistent with the intentions and purposes of
this Section 6 and general principles of equity.  The Board of Directors shall
have the power to resolve any ambiguity or correct any error in this Section 6,
and its action in so doing shall be final and conclusive.

     (i)    In the event that the shares of Conversion Common Stock, when
issued, shall have not have been registered under the Securities Act of 1933, as
amended ("Securities Act"), or applicable state securities laws ("State Laws"),
then the shares of Conversion Common Stock shall be deemed to be "Restricted
Shares" and may not be sold, distributed, assigned, offered, pledged, or
otherwise transferred unless (i) there is an effective registration statement
under the Securities Act and the State Laws covering any such transaction
involving the Conversion Common Stock, (ii) the Corporation receives an opinion
of legal counsel for the holder of the Conversion Common Stock reasonably
satisfactory to the Corporation stating that such transaction is exempt from
such registration, or (iii) the Corporation otherwise satisfies itself that such
transaction is exempt from such registration; and certificates representing any
of the Conversion Common Stock shall bear a legend to the foregoing effect, and
the transfer agent, if any, of the Corporation with respect to Common Stock of
the Corporation shall be given a stop order by the Corporation with respect to
any proposed transfer of Conversion Common Stock that shall be Restricted
Shares.

SECTION 7.  VOTING RIGHTS.  Each outstanding share of Series A Stock shall be
entitled to one (1) vote on any matter submitted to a vote of the stockholders
of the Corporation.  Notwithstanding the foregoing, however, the consent of the
holders of at least a majority of the outstanding shares of Series A Stock,
voting separately as a single class, shall be necessary to approve an amendment
to the Articles of Incorporation or Bylaws of the Corporation, or an act of the
Corporation, or a transaction involving the Corporation, that would:  (i)
increase or decrease the aggregate number of authorized shares of Series A
Stock; (ii) effect an exchange, reclassification, or cancellation of all or part
of Series A Stock; (iii) effect or require an exchange or conversion of all or
any part of the shares of another

                                      -6-
<PAGE>
 
class of stock into Series A Stock; (iv) change, in a manner prejudicial to the
holders of shares of Series A Stock, the designations, preferences, limitations,
or relative rights of Series A Stock or shares of any other class of stock; (v)
create a new class or enlarge an existing class of shares of stock having rights
or preferences senior or superior to the Series A Stock, or increase the rights
or preferences of any class of stock having rights or preferences senior or
superior to the Series A Stock; or (vi) authorize the payment of a dividend in
the form of shares of Series A Stock.

SECTION 8.  DEFINITIONS.  As used herein with respect to Series A Stock, the
following terms shall have the following meanings:

     (a)    The term "junior stock" shall mean the Common Stock and any other
class or series of stock of the Corporation hereafter authorized over which
Series A Stock has preference or priority in the payment of dividends or in the
distribution of assets on any liquidation, dissolution or winding up of the
Corporation.

     (b)    The term "accrued dividends," with respect to any share of any class
or series, shall mean an amount computed at the annual dividend rate for the
class or series of which the particular share is a part, from the date on which
dividends on such shares became cumulative to and including the date to which
such dividends are to be accrued, whether or not declared by the Board of
Directors, less the aggregate amount of all dividends theretofore paid thereon.

     (c)    The term "business day" shall mean each Monday, Tuesday, Wednesday,
Thursday or Friday on which banking institutions in Austin, Travis County,
Texas, are not authorized or obligated by law or executive order to close.

     (d)    The term "Dividend Conversion Price" on any day shall mean the
average of the average of the reported closing bid and asked prices regular way,
in each case on the New York Stock Exchange, or, if the Common Stock is not
listed or admitted to trading on such exchange, on the American Stock Exchange,
or, if the Common Stock is not listed or admitted to trading on such exchange,
on the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if the Common Stock is not listed or admitted
to trading on any national securities exchange, the average of the average of
the closing bid and asked prices in the over-the-counter market as reported by
the National Association of Securities Dealers' Automated Quotation System, or,
if not so reported, as reported by the National Quotation Bureau, Incorporated,
or any successor thereof, or, if not so reported, the average of the average of
the closing bid and asked prices as furnished by any member of that National
Association of Securities Dealers, Inc. selected from time to time by the
Corporation for that purpose, for the five (5) Trading Days (as hereinafter
defined) immediately preceding the determination date; provided, however, that
if the shares of Common Stock to which the Dividend Conversion Price is to be
attributable are Restricted Shares, then, notwithstanding the foregoing, the
Dividend Conversion Price shall be deemed to be and mean a value equal to
seventy-five percent (75%) of the Dividend Conversion Price determined in the
foregoing clause.

                                      -7-
<PAGE>
 
     (e)    The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the Common Stock is listed or admitted to
trading is open for the transaction of business or, if the Common Stock is not
listed or admitted to trading on any national securities exchange, a Monday,
Tuesday, Wednesday, Thursday or Friday on which banking institutions in Austin,
Travis County, Texas are not authorized or obligated by law or executive order
to close.

SECTION 9.  OTHER RIGHTS.  The shares of Series A Stock shall not have any
preemptive right to acquire any other shares of capital stock or other
securities of the Corporation or securities convertible into shares of capital
stock of the Corporation (herein "preemptive rights"), or any other powers,
preferences or relative, participating, optional or other special rights, or
qualifications, limitations or restrictions thereof, other than as set forth
herein; provided that, in the event that the holders of shares of Common Stock
of the Corporation are granted any preemptive rights generally, then the holders
of shares of Series A Stock shall be entitled to exercise the same preemptive
rights in respect of the shares of Series A Stock of such holder as the shares
of Conversion Common Stock into which the Series A Stock may be convertible
would otherwise be entitled.

FURTHER RESOLVED, that the proper officers of the Corporation are hereby
authorized and directed to do all acts and things which be necessary or
advisable to carry into effect the purposes and intent of this and the foregoing
resolutions."

IN WITNESS WHEREOF, HomeCapital Investment Corporation has caused this
certificate to be duly executed effective on and as of this 30th day of
September, 1996.

                               HOMECAPITAL INVESTMENT CORPORATION 
                                                                  
                                                                  
                                                                  
                               By: /s/ John W. Ballard            
                                   -----------------------------------
                                   JOHN W. BALLARD, President       

                                      -8-