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                                                                  EXHIBIT 4(a)


                         NCO PORTFOLIO MANAGEMENT, INC.

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION


         NCO Portfolio Management, Inc., a Delaware corporation (the
"Corporation"), does hereby certify that:

         FIRST: The Corporation was originally incorporated under the name "NCO
Portfolio Funding, Inc." The date of filing of the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware was January 22, 1999.

         SECOND: The Certificate of Incorporation of the Corporation was amended
on February 13, 2001 to change the name of the Corporation to "NCO Portfolio
Management, Inc."

         THIRD: This Amended and Restated Certificate of Incorporation (the
"Certificate") amends and restates in its entirety the present Certificate of
Incorporation of the Corporation as amended. This Certificate has been duly
adopted and approved by the board of directors of the Corporation and the
stockholders of the Corporation in accordance with the provisions of Section
141(f), 228 and 242 of the General Corporation Law of the State of Delaware.

         FOURTH: This Certificate shall become effective immediately upon its
filing with the Secretary of State of the State of Delaware.

         FIFTH: Upon the filing of this Certificate with the Secretary of State
of the State of Delaware, the Certificate of Incorporation of the Corporation
shall be amended and restated in its entirety to read as set forth in Exhibit
"A" hereto.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by a duly authorized officer this 14th day of February, 2001.


                                                 NCO PORTFOLIO MANAGEMENT, INC.

                                                 By: /s/ Michael J. Barrist
                                                    ---------------------------
                                                     Name:  Michael J. Barrist
                                                     Title: President and CEO
<PAGE>

                                   Exhibit "A"

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         NCO PORTFOLIO MANAGEMENT, INC.


         FIRST: Name. The name of the corporation is NCO Portfolio Management,
Inc. (the "Corporation").

         SECOND: Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is: 15 East North Street, City of
Dover, County of Kent, Delaware 19901 and the name of its registered agent at
such address is: Incorporating Services, Ltd..

         THIRD: Purpose. The purpose of the corporation is is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware ( as amended from time to time, the "Delaware
General Corporation Law").

         FOURTH: Term. The term for which the Corporation is to exist is
perpetual.

         FIFTH: Authorized Capital Stock. The Corporation shall have the
authority to issue an aggregate of 40,000,000 shares of capital stock which
shall be divided into 35,000,000 shares of common stock, par value $.01 per
share, as more fully described in Section FIFTH(a) below ("Common Stock"), and
5,000,000 shares of preferred stock, par value $.01 per share, as more fully
described in Section FIFTH(b) below ("Preferred Stock").

                  (a) Common Stock. Each holder of record of Common Stock shall
have the right to one vote for each share of Common Stock registered in their
name on the books of the Corporation on all matters submitted to a vote of
stockholders except as the right to exercise such vote may be limited by the
provisions of this Certificate of Incorporation or of any class or series of
Preferred Stock established hereunder. The holders of Common Stock shall be
entitled to such dividends as may be declared by the Board of Directors from
time to time, provided that required dividends, if any, on the Preferred Stock
have been paid or provided for. In the event of the liquidation, dissolution, or
winding up, whether voluntary or involuntary of the Corporation, the assets and
funds of the Corporation available for distribution to stockholders, and
remaining after the payment to holders of Preferred Stock of the amounts (if
any) to which they are entitled, shall be divided and paid to the holders of the
Common Stock according to their respective shares.

                  (b) Preferred Stock. The shares of Preferred Stock may be
divided and issued from time to time in one or more classes and/or series within
any class or classes as may be determined by the Board of Directors of the
Corporation, each such class or series to be distinctly designated and to
consist of the number of shares determined by the Board of Directors. The Board

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of Directors of the Corporation is hereby expressly vested with authority to
adopt resolutions with respect to any unissued and/or treasury shares of
Preferred Stock to issue the shares, to fix or change the number the number of
shares constituting any class or series, and to provide for or change the voting
powers, designations, preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions, if any, of
Preferred Stock, and each class or series thereof, in each case without approval
of the stockholders. The authority of the Board of Directors with respect to
each class or series of Preferred Stock shall include, without limiting the
generality of the foregoing, the determination of the following:

              (1) The number of shares constituting that class or series and the
         distinctive designation of that class or series;

              (2) The dividend rate on the shares of that class or series,
         whether dividends shall be cumulative, and, if so, from which date or
         dates;

              (3) Whether that class or series shall have voting rights, in
         addition to any voting rights provided by law, and, if so, the terms of
         such voting rights;

              (4) Whether that class or series shall have conversion privileges
         (including rights to convert such class or series into the capital
         stock of the Corporation or any other entity) and, if so, the terms and
         conditions of such conversion, including provision for adjustment of
         the conversion rate in such events as the Board of Directors shall
         determine;

              (5) Whether or not shares of that class or series shall be
         redeemable and whether or not the Corporation or the holder (or both)
         may exercise the redemption right, including the terms of redemption
         (including any sinking fund provisions), the date or dates upon or
         after which they shall be redeemable, and the amount per share payable
         in case of redemption, which amount may vary under different
         conditions;

              (6) The rights of the shares of that class or series in the event
         of voluntary or involuntary liquidation, dissolution or winding up of
         the Corporation; and

              (7) Any other relative rights, preferences and limitations of that
         class or series as may be permitted or required by law.

The number of shares, voting powers, designations, preferences and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions, if any, of any class or series of Preferred Stock which may be
designated by the Board of Directors may differ from those of any and all other
class or series at any time outstanding.

         (c) Increase in Authorized Preferred Stock. Except as otherwise
provided by law or in a resolution or resolutions establishing any particular
series of Preferred Stock, the aggregate number of authorized shares of
Preferred Stock may be increased by an amendment to these Amended and Restated
Articles of Incorporation approved solely by the holders of Common Stock and of

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<PAGE>

any series of Preferred Stock which is entitled pursuant to its voting rights
designated by the Board of Directors to vote thereon, if at all, voting together
as a class.

         SIXTH. Special Meetings of Stockkolders. Special meetings of the
stockholders of the Corporation may be called only by the Board of Directors or
the Chairman of the Board of the Corporation.

         SEVENTH. Actions By Consent of Stockholders in Lieu of a Meeting. Any
action required or permitted to be taken by stockholders at an annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock as follows: (a) with
respect to matters which have received the prior approval of at least a majority
of the incumbent directors (as defined below), such consents must be signed by
the holders of of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted and (b) with
respect to matters which have not received the prior approval of at least a
majority of the Incumbent Directors, such consents must be signed by the holders
of Common Stock entitled to cast at least sixty-five percent (65%) of the votes
entitled to be cast by all holders of Common Stock (or such higher number of
votes as applicable law or this Certificate of Incorporation may require) in
addition to such number of holders of outstanding classes or series of Preferred
Stock as the resolutions establishing such classes or series may require. The
term "incumbent director", as used herein, shall mean any director of the
Corporation appointed to the Board pursuant to the Certificate of Merger (as
defined in Section TENTH) and any other director whose election or appointment
by the Board of Directors of the Corporation, or whose nomination for election
by the stockholders of the Corporation, was approved by a vote of at least a
majority of the directors then in office who either were appointed to the Board
pursuant to the Certificate of Merger or whose election or appointment or
nomination for election was previously so approved.

         EIGHTH. Non-Applicability of Section 203 of the Delaware General
Corporation Law. The Corporation hereby elects to not be governed by to Section
203 of the Delaware General Corporation Law.

         NINTH. Number of Directors. The Board of Directors shall consist of not
less than three (3) and not more than (10) ten directors. The number of
directors to be elected, subject to the foregoing limits, shall be determined
from time to time by the Board of Directors.

         TENTH: Classification of the Board of Directors. Effective upon the
Effective Date of the merger of Creditrust Corporation ("Creditrust") with and
into the Corporation pursuant to that certain Second Amended and Restated
Agreement and Plan of Merger dated as of September 22, 2000 (as the same may be
amended from time to time hereafter, the "Merger Agreement") among, inter alia,
the Corporation and Creditrust, the directors shall be divided into three (3)
classes, as nearly equal in number as possible as shall be determined by the
Board, known as Class I, Class II and Class III. The initial directors
constituting Class I, Class II and Class III shall be as provided in the
Certificate of Merger filed pursuant to the Merger Agreement. The initial
directors of Class I shall serve until the Corporation's annual meeting of
stockholders to be held in 2001. At the Corporation's 2001 annual meeting of

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stockholders, the directors of Class I shall be elected for a term of three (3)
years and, after expiration of such term, shall thereafter be elected every
three (3) years for three (3) year terms. The initial directors of Class II
shall serve until the Corporation's annual meeting of stockholders to be held in
2002. At the Corporation's 2002 annual meeting of stockholders, the directors of
Class II shall be elected for a term of three (3) years and, after the
expiration of such term, shall thereafter be elected every three (3) years for
three (3) year terms. The initial directors of Class III shall serve until the
Corporation's annual meeting of stockholders to be held in 2003. At the
Corporation's 2003 annual meeting of stockholders, the directors of Class III
shall be elected for a term of three (3) years and, after the expiration of such
term, shall thereafter be elected every three (3) years for three (3) year
terms. Each director shall serve until his or her successor shall have been
elected and shall qualify, even though his or her term of office as herein
provided has otherwise expired, except in the event of his or her earlier
resignation, removal or disqualification. This Section TENTH, or any portion
thereof, may be changed by a bylaw amendment which is adopted by all of the then
members of the Board of Directors.

         ELEVENTH: Removal of Directors. The entire Board of Directors, or a
class of the Board, or any individual director may be removed from office only
for cause (as defined herein) and only by the affirmative vote of stockholders
entitled to cast at least sixty-five percent (65%) of the votes entitled to be
cast by all stockholders at any annual or regular election of directors or of
such class of directors. The foregoing shall not be deemed to limit the right of
the Board of Directors, without shareholder approval, to declare vacant the
office of any director for any proper reason. The term "cause," as used herein,
shall refer only to one of the following events: (1) conviction of the director
of a felony; (2) declaration by order of court that the director is of unsound
mind; or (3) gross abuse of trust which is proved by clear and convincing
evidence to have been committed in bad faith.

         TWELTH: To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duties as a director.

         THIRTEENTH Indemnification.

         (a) Mandatory Indemnification. The Corporation shall, to the fullest
extent permitted by applicable law, indemnify its directors and officers who
were or are a party or are threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not such action, suit or proceeding
arises or arose by or in the right of the Corporation or other entity) by reason
of the fact that such director or officer is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, general partner, agent or fiduciary of another
Corporation, partnership, joint venture, trust or other enterprise (including
service with respect to employee benefit plans), against expenses (including,
but not limited to, attorneys fees and costs), judgments, fines (including
excise taxes assessed on a person with respect to any employee benefit plan) and
amounts paid in settlement actually and reasonably incurred by such director or
officer in connection with such action, suit or proceeding, except as otherwise

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provided in Section (c) hereof. A director or officer of the Corporation
entitled to indemnification under this Section (a) is hereafter called a
"covered person."

         (b) Expenses. Expenses incurred by a covered person in defending a
threatened, pending or completed civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation, except as otherwise
provided in Section (c).

         (c) Exceptions. No indemnification under Section (a) or advancement or
reimbursement of expenses under Section (b) shall be provided to a covered
person (i) with respect to expenses or the payment of profits arising from the
purchase or sale of securities of the Corporation in violation of Section 16(b)
of the Securities Exchange Act of 1934, as amended; (ii) if a final unappealable
judgment or award establishes that such director or officer engaged in
intentional misconduct or transaction from which the member, director or officer
derived an improper personal benefit; (iii) for expenses or liabilities of any
type whatsoever (including, but not limited to, judgments, fines, and amounts
paid in settlement) which have been paid directly to, or for the benefit of,
such person by an insurance carrier under a policy of officers' and directors'
liability insurance paid for or maintained by the Corporation or other person or
entity; (iv) for amounts paid in settlement of any threatened, pending or
completed action, suit or proceeding without the written consent of the
Corporation, which written consent shall not be unreasonably withheld; or (v)
with respect to the actions or omissions of such person in their capacity as a
director, officer, employee, partner, fiduciary or agent of Creditrust
Corporation or its subsidiaries prior to the date hereof. The Board of Directors
of the Corporation is hereby authorized, at any time by resolution and without
stockholder approval, to add to the above list of exceptions from the right of
indemnification under Section THIRTEENTH(a) or advancement or reimbursement of
expenses under Section THIRTEENTH(b), but any such additional exception shall
not apply with respect to any event, act or omission which has occurred prior to
the date that the Board of Directors in fact adopts such resolution. Any such
additional exception may, at any time after its adoption, be amended,
supplemented, waived or terminated by further resolution of the Board of
Directors of the Corporation.

         (d) Continuation of Rights. The indemnification and advancement or
reimbursement of expenses provided by, or granted pursuant to, this Section
THIRTEENTH shall continue as to a person who has ceased to be a director or
officer of the Corporation, and shall inure to the benefit of the heirs,
executors and administrators of such person.

         (e) General Provisions.

             (i) The term "to the fullest extent permitted by applicable law",
as used in this Section THIRTEENTH, shall mean the maximum extent permitted by
public policy, common law or statute. Any covered person may, to the fullest
extent permitted by applicable law, elect to have the right to indemnification
or to advancement or reimbursement of expenses, interpreted, at such covered
person's option, (A) on the basis of the applicable law on the date this Section
THIRTEENTH was approved by the stockholders, or (B) on the basis of the

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applicable law in effect at the time of the occurrence of the event, act or
omission giving rise to the action, suit or proceeding, or (C) on the basis of
the applicable law in effect at the time indemnification is sought.

             (ii) The right of a covered person to be indemnified or to receive
an advancement or reimbursement of expenses pursuant to Section THIRTEENTH: (A)
may also be enforced as a contract right pursuant to which the person entitled
thereto may bring suit as if the provisions hereof were set forth in a separate
written contract between the Corporation and such person, (B) to the fullest
extent permitted by applicable law, is intended to be retroactive and shall be
available with respect to events, acts or omissions occurring prior to the
adoption hereof except as provided in Section THIRTEENTH(c)(v) , and (C) shall
continue to exist after the rescission or restrictive modification (as
determined by such covered person) of this Section THIRTEENTH with respect to
events, acts or omissions occurring before such rescission or restrictive
modification is adopted.

             (iii) If a request for indemnification or for the advancement or
reimbursement of expenses pursuant hereto is not paid in full by the Corporation
within thirty days after a written claim has been received by the Corporation
together with all supporting information reasonably requested by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim (plus interest at the
prime rate announced from time to time by the Corporation's primary lender) and,
if successful in whole or in part, the claimant shall be entitled also to be
paid the expenses (including, but not limited to, attorney's fees and costs) of
prosecuting such claim. Neither the failure of the Corporation (including its
Board of Directors or independent legal counsel) to have made a determination
prior to the commencement of such action that indemnification of or the
advancement or reimbursement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the Corporation (including its
Board of Directors or independent legal counsel) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of expenses,
shall be a defense to the action or create a presumption that the claimant is
not so entitled.

             (iv) The indemnification and advancement or reimbursement of
expenses provided by, or granted pursuant to, this Section THIRTEENTH shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement or reimbursement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

             (v) Nothing contained in this Section THIRTEENTH shall be construed
to limit the rights and powers the Corporation possesses under applicable
provisions of the Delaware General Business Corporation Law, or otherwise,
including, but not limited to, the powers to purchase and maintain insurance,
create funds to secure or insure its indemnification obligations, and any other
rights or powers the Corporation may otherwise have under applicable law.

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             (vi) The provisions of this Section THIRTEENTH may, at any time
(and whether before or after there is any basis for a claim for indemnification
or for the advancement or reimbursement of expenses pursuant hereto), be
amended, supplemented, waived or terminated, in whole or in part, with respect
to any covered person covered by a written agreement signed by the Corporation
and such person.

             (vii) The Corporation shall have the right to appoint the attorney
for a covered person, provided such appointment is not unreasonable under the
circumstances.

         (f) Optional Indemnification. The Corporation may, to the fullest
extent permitted by applicable law, indemnify, and advance or reimburse expenses
for, persons in all situations other than that covered by this Section
THIRTEENTH subject to the unanimous consent of the Board of Directors.

         FOURTEENTH: Amendments to Certificate of Incorporation.

         (a) The Corporation reserves the right at any time and from time to
amend, alter, change or repeal any of the provisions contained in this
Certificate of Incorporation; and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon the stockholders, directors or any other
person whomsoever by and pursuant to this Certificate of Incorporation in its
present form or as hereafter amended are granted subject to the provisions of
this Section FOURTEENTH and this reservation

         (b) The stockholders of the Corporation shall not be entitled to
propose an amendment to the Certificate of Incorporation of the Corporation. Any
amendment to, or repeal of, any provision of the Certificate of Incorporation of
the Corporation which has not previously received the approval of at least a
majority of the incumbent directors (as defined in Section SEVENTH)on the Board
of Directors shall require for adoption the affirmative vote of the stockholders
entitled to cast at least sixty-five percent (65%) of the votes entitled to be
cast by all stockholders at any duly convened annual or special meeting of the
stockholders, in addition to any other approval which is required by law, the
Certificate of Incorporation of the Corporation, the Bylaws of the Corporation,
or otherwise.

         FIFTEENTH: Amendments to Bylaws. Subject to the provisions of this
Certificate of Incorporation and the provisions of the Delaware General
Corporation Law, the power to amend, alter or repeal the bylaws of the
Corporation may be exercised by the Board of Directors. The Bylaws of the
Corporation may be amended or repealed without stockholder approval by a
majority of the incumbent directors (as defined in Section SEVENTH), subject to
any other approval which is required by law, the Certificate of Incorporation,
the Bylaws of the Corporation, or otherwise. Any amendment to, or repeal of, any
provision of the Bylaws of the Corporation which has not previously received the
approval of at least a majority of the incumbent directors on the Board of
Directors shall require for adoption the affirmative vote of the stockholders

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entitled to cast at least sixty-five percent (65%) of the votes entitled to be
cast by all stockholders at any duly convened annual or special meeting of the
stockholders, in addition to any other approval which is required by law, the
Certificate of Incorporation of the Corporation, the Bylaws of the Corporation,
or otherwise.

         SIXTEENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under the
provision of Section 291 of the Delaware General Corporation Law, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation under Section 279 of the Delaware General Corporation Law,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of the Corporation, as the case may be, and also on the
Corporation.

         SEVENTEENTH: Severability. In the event that all, some or any part of
any provision contained in this Certificate of Incorporation shall be found by
any court of competent jurisdiction to be illegal, invalid or unenforceable (as
against public policy or otherwise), such provision shall be enforced to the
fullest extent permitted by law and shall be construed as if it had been
narrowed only to the extent necessary so as not to be invalid, illegal or
unenforceable; the validity, legality and enforceability of the remaining
provisions of this Certificate of Incorporation shall continue in full force and
effect and shall not be affected or impaired by such illegality, invalidity or
unenforceability of any other provision (or any part or parts thereof) of this
Certificate of Incorporation. If and to the extent that any provision contained
in this Certificate of Incorporation violates any rule of a securities exchange
or automated quotation system on which securities of the Corporation are traded,
the Board of Directors is authorized, in its sole discretion, to suspend or
terminate such provision for such time or periods of time and subject to such
conditions as the Board of Directors shall determine in its sole discretion.

         EIGHTEENTH: Headings. Section and the ordering of paragraphs area for
convenience of reference only and shall not be construed to alter, amend or
otherwise affect the meaning, intent or effect of the provisions of this
Certificate of Incorporation.


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