<PAGE>   1
                                                                  EXHIBIT 3(a)

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 12/30/1996
                                                           960388624 - 0613412

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
                                       OF
                         AVCO FINANCIAL SERVICES, INC.

Pursuant to Section 242 of the Delaware Corporation Law

It is hereby certified that:

        1.      The name of the corporation (hereinafter called the
"corporation") is Avco Financial Services, Inc.

        2.      The certificate of incorporation of the corporation is hereby
amended by amending FOURTH to read as follows:

        FOURTH:  The total number of shares of stock which the Corporation
shall have authority to issue is Five hundred thousand (500,000). All said
shares shall be of a class designated as Common Stock with a par value of One
Dollar ($1) each. The holders of the Common Stock shall possess full voting
power for the election of directors and all other purposes, and shall, subject
to the provisions of the laws of the State of Delaware relating to the fixing
of the record date, be entitled to one (1) vote for each share held by them,
respectively, for all purposes.

Signed and attested to on December 27, 1996.

                                                    /s/ HERBERT F. SMITH
                                                  ------------------------
                                                     Herbert F. Smith,
                                                  Executive Vice President 

Attest:


        /s/ LAILA B. SOARES
------------------------------------
Laila B. Soares, Assistant Secretary

STATE OF CALIFORNIA

COUNTY OF ORANGE

        BE IT REMEMBERED that on December 27, 1996, before me, a Notary Public
duly authorized by law to take acknowledgment of deeds, personally came Herbert
F. Smith, Executive Vice President of Avco Financial Services, Inc. who duly
signed the foregoing instrument before me and acknowledged that such signing is
his act and deed, that such instrument as executed is the act and deed of said
corporation, and that the facts stated therein are true.

GIVEN under my hand on December 27, 1996.


          [illegible]
------------------------------------
         Notary Public


[seal]

<PAGE>   2



                                     [LOGO]


                                     STATE
                                       OF
                                    DELAWARE

                          Office of SECRETARY OF STATE

        I, Robert H. Reed, Secretary of State of the State of Delaware,
do hereby certify that the above and foregoing corresponds with and includes
all the provisions of the Certificate of Incorporation of the "AVCO FINANCIAL
SERVICES, INC.", as received and filed in this office the seventeenth day of
July, A.D. 1964, at 10 o'clock A.M. as amended and in effect August 13, 1975.



                In Testimony Whereof, I have hereunto set my hand and official
                seal at Dover this thirteenth day of August in the year of our
                Lord one thousand nine hundred and seventy-five.



                                        /s/  ROBERT H. REED
                           ----------------------------------------------------
                           Robert H. Reed          Secretary of State

          [LOGO]           

                                        /s/  GROVER A. BIDDLE
                           ----------------------------------------------------
                           Grover A. Biddle        Assistant Secretary of State


FORM 122
<PAGE>   3
                                                                        PAGE 1



                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

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



        I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "AVCO DELTA FINANCIAL CORPORATION" FILED IN THIS OFFICE ON THE
SEVENTEENTH DAY OF JULY, A.D. 1964, AT 10 O'CLOCK A.M.


                          *  *  *  *  *  *  *  *  *  *


                                        /s/  MICHAEL RATCHFORD
                                        -------------------------------------
                     [LOGO]             Michael Ratchford, Secretary of State

                                        AUTHENTICATION: *3693515

923455205                                         DATE: 12/10/1992
<PAGE>   4
                          CERTIFICATE OF INCORPORATION

                                       OF

                        AVCO DELTA FINANCIAL CORPORATION

        WE, THE UNDERSIGNED, for the purpose of forming a corporation pursuant
to the General Corporation Law of the State of Delaware, do hereby certify as
follows:

        FIRST.  The name of the corporation is

                       AVCO DELTA FINANCIAL CORPORATION.

        SECOND.  The corporation's principal office in the State of Delaware is
located at 100 West Tenth Street, in the City of Wilmington, County of New
Castle.  The name and address of its resident agent is The Corporation Trust
Company, 100 West Tenth Street, Wilmington 99, Delaware.

        THIRD.  The nature of the business, or objects or purposes to be
transacted, promoted or carried on by the corporation are:

        To purchase or otherwise acquire, hold, deal in and with, discount,
collect, realize on, negotiate, pledge, charge, hypothecate, sell, transfer or
otherwise dispose of, and turn to account and lend money on the security of,
conditional sale agreements, promissory notes, lien notes, chattel mortgages,
trade paper, bills of lading, warehouse receipts, bills of exchange, choses in
action and other securities.

        To guarantee, with or without security, the performance of any
contracts, obligations or undertakings of any other person, firm, association
or corporation, including the payment of dividends or interest on and principal
and premium, if any, of shares of capital stock, bonds, debentures, debenture
stock and other securities, notes, obligations and liabilities of such person,
firm, association or corporation, and to accept as security for any loans and
guarantees made or given by the corporation any security that may be offered by
any person, firm, association or corporation, including shares of capital
stock, bonds, debentures, debenture stock and other securities, and mortgages,
pledges, liens and other charges of or upon the property of

<PAGE>   5
of such person, firm, association or corporation.

        To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade,
deal in and with goods, wares and merchandise and personal property of every
class and description.

        To acquire, and pay for in cash, stock or bonds of the corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole, or any part of the obligations or liabilities, of any person,
firm, association or corporation.

        To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating
to or useful in connection with any business of the corporation.

        To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital
stock, or any voting trust certificates in respect of the shares of capital
stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and
other securities, obligations, choses in action and evidences of indebtedness
or interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government, or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner thereof to
possess and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon, and to do any and all
acts and things necessary or advisable for the preservation, protection, 
improvement and enhancement in value thereof.

        To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof.

        To borrow or raise moneys for any of the purposes of the corporation 
and, from time to time without limit as




                                      -2-
<PAGE>   6
to amount, to draw, make, accept, endorse, execute and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and other negotiable or
non-negotiable instruments and evidences of indebtedness, and to secure the
payment of any thereof and of the interest thereon by mortgage upon or pledge,
conveyance or assignment in trust of the whole or any part of the property of
the corporation, whether at the time owned or thereafter acquired, and to sell,
pledge or otherwise dispose of such bonds or other obligations of the
corporation for its corporate purposes.

        To loan to any person, firm or corporation any of the surplus funds of
the corporation, either with or without security.

        To purchase, hold, sell and transfer shares of its own capital stock;
provided that the corporation shall not use its funds or property for the
purchase of its own shares of capital stock where such use would be otherwise
prohibited by law, and provided, further, that shares of its own capital stock
belonging to it shall not be voted upon directly or indirectly.

        To have one or more offices, to carry on all or any of its operations
and business and, without restriction or limit as to amount, to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of,
real and personal property of every class and description in any of the states,
districts, territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.

        In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of the
State of Delaware upon corporations formed under the General Corporation Law of
the State of Delaware, and to do any or all of the things hereinbefore set
forth to the same extent as natural persons might or could do.

        The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.

        FOURTH.  The total number of shares of stock which the corporation
shall have authority to issue is one thousand



                                      -3-
<PAGE>   7
(1,000) and all of such shares shall be without par value. All such shares are
of one class, and the holders thereof shall have no pre-emptive rights of
subscription in the event the corporation issues additional equity shares.

        FIFTH.  The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000).

        SIXTH.  The names and places of residence of the incorporators are as
follows: 

    NAMES                       RESIDENCES
    -----                       ----------

S. H. Livesay               Wilmington, Delaware
J. F. Cook                  Wilmington, Delaware
A. D. Grier                 Wilmington, Delaware

        SEVENTH.  The corporation is to have perpetual existence.

        EIGHTH.   The private property of the stockholders of the corporation
shall not be subject to the payment of corporate debts to any extent whatever.

        NINTH.    In furtherance and not in limitation of the powers conferred
by law, the board of directors of the corporation is expressly authorized:

        To make, alter or repeal the by-laws of the corporation.

        To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

                By resolution passed by a majority of the whole board, to
designate one or more committees, each committee to consist of two or more of
the directors of the corporation, which committees, to the extent provided in
the resolution or in the by-laws of the corporation, shall have and may
exercise the powers of the board of directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation
to be affixed to all papers which may require it. Such committees shall have
such name or names


                                      -4-
<PAGE>   8
as may be stated in the by-laws of the corporation or as may be determined from
time to time by resolution adopted by the board of directors.

        When and as authorized by the affirmative vote of the holders of a
majority of each class of stock issued and outstanding having voting power
given at a stockholders' meeting duly called for that purpose, or when
authorized by the written consent of the holders of a majority of each class of
voting stock issued and outstanding, to sell, lease or exchange all of the
property and assets of the corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may be in whole or in part shares of stock in, and/or
other securities of, any other corporation or corporations, as its board of
directors shall deem expedient and for the best interests of the corporation.

        TENTH.  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
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 this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this 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 this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the 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 this corporation, as the case may be,
and also on this corporation.

        ELEVENTH.  Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any applicable provision of law) outside the State of Delaware at
such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation. Elections of directors need not
be by ballot unless the by-laws of the corporation shall so provide.       


                                      -5-
<PAGE>   9
        TWELFTH.  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, by the
affirmative vote of the holders of at least a majority of each class of stock
issued and outstanding in the manner now or hereafter prescribed by law, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

        IN WITNESS WHEREOF, we, the undersigned, being all of the incorporators
hereinabove named, have hereunto set our hands and seals this 17th day of July,
A. D. 1964.

                                                /s/ S. H. Livesay         (L.S.)
                                                --------------------------------

                                                /s/ J. F. Cook            (L.S.)
                                                --------------------------------

                                                /s/ A. D. Grier           (L.S.)
                                                --------------------------------


                                      -6-
<PAGE>   10



STATE OF DELAWARE     )
                      ) SS.
                      )
COUNTY OF NEW CASTLE  )

        

        BE IT REMEMBERED that on this 17th day of July, A.D. 1964, personally
came before me, a Notary Public in and for the State of Delaware, S. H.
Livesay, J. F. Cook, and A. D. Grier all of the parties to the foregoing
certificate of incorporation, known to me personally to be such, and they did
severally acknowledge the said certificate to be the act and deed of the
signers, respectively, and that the facts therein stated are truly set forth.

        GIVEN under my hand and seal of office the day and year aforesaid.



                                   /s/ [ILLEGIBLE]
                                ------------------------- 
                                       Notary Public



                                                 [NOTARY PUBLIC SEAL]

<PAGE>   11


                                                                    Page 1

                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE



        I MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT BEFORE PAYMENT FOR STOCK OF "AVCO DELTA FINANCIAL CORPORATION" FILED
IN THIS OFFICE ON THE TWENTIETH DAY OF AUGUST, A.D. 1964, AT 2:30 O'CLOCK P.M.

                              * * * * * * * * * *



                                                 /s/ MICHAEL RATCHFORD
                                        --------------------------------------
                                        Michael Ratchford, Secretary of State
               [SECRETARY OF STATE
                     SEAL]                    AUTHENTICATION:   *3693514
                                                        DATE:    12/10/1992



923455205

<PAGE>   12


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                           BEFORE PAYMENT OF CAPITAL

                                       OF

                        AVCO DELTA FINANCIAL CORPORATION

                                    * * * *

        We, the undersigned, being all of the incorporators of AVCO DELTA
FINANCIAL CORPORATION, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY:

        FIRST: That the first Article of the certificate of incorporation be
and it hereby is amended to read as follows:

        FIRST.  The name of the corporation is

                             AVCO DELTA CORPORATION

        SECOND:  That no part of the capital of said corporation has been paid.

        IN WITNESS WHEREOF, we have signed this certificate this 17th day of
August, 1964.


                                         /s/ S. H. Livesay
                                        ------------------------------
                                        S. H. Livesay

                                         /s/ J. F. COOK
                                        ------------------------------
                                        J. F. Cook

                                         /s/ A. D. GRIER
                                        ------------------------------
                                        A. D. Grier






<PAGE>   13
STATE OF DELAWARE       )
                        )  SS:
COUNTY OF NEW CASTLE    )


        BE IT REMEMBERED that on this 17th day of August, 1964, personally came
before me, a Notary Public for the State of Delaware, S. H. LIVESAY, J.F. COOK
and A. D. GRIER, all of the incorporators of the foregoing corporation, known
to me personally to be such and severally acknowledged the said amended
certificate to be the act and deed of the signers respectively, and that the
facts therein stated are truly set forth.

        GIVEN under my hand and seal of office the day and year aforesaid.

                                        
                                                   /s/ [ILLEGIBLE]
                                           ------------------------------
                                                     Notary Public



                                                                  [SEAL]
<PAGE>   14
                               STATE OF DELAWARE
                                                                        PAGE 1
                        OFFICE OF THE SECRETARY OF STATE
                        ________________________________




        I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "AVCO DELTA CORPORATION" FILED IN THIS OFFICE ON THE TWENTY-FIRST
DAY OF APRIL, A.D. 1971, AT 1 O'CLOCK P.M.

                              * * * * * * * * * *








                                             /s/ MICHAEL RATCHFORD
                            [SEAL]     ---------------------------------------- 
                                        Michael Ratchford, Secretary of State
    
                                       AUTHENTICATION: *3693513

923455205                                        DATE: 12/10/1992
                                        
<PAGE>   15
                            CERTIFICATE OF AMENDMENT

                                     of the

                          CERTIFICATE OF INCORPORATION

                                       of

                             AVCO DELTA CORPORATION



        AVCO DELTA CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does hereby
certify as follows:

        A.      An amendment to the Certificate of Incorporation of the
Corporation has, in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware, been duly proposed and
declared to be advisable by the Board of Directors of the Corporation in a duly
adopted resolution of said Board setting forth the amendment proposed and the
stockholders of the Corporation entitled to vote in respect thereof have given
their unanimous written consent to said amendment in accordance with the
provisions of Section 228 of said General Corporation Law, amending the
Certificate of Incorporation of the Corporation in its entirety so that said
Certificate as so amended shall read as follows:

        FIRST:  The name of the corporation (hereinafter referred to as the
Corporation) is

                             AVCO DELTA CORPORATION

        SECOND:  The Corporation's registered office in the State of Delaware is
located at 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name and address of its registered agent at such address is The
Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware.

        THIRD:  The nature of the business, or objects or purposes to be
transacted, promoted or carried on by the Corporation are:

        (a)  To engage in the business of loaning money with or without
security and in any amount deemed advisable, for the purpose of earning
interest on said loans, or otherwise, and to engage in the business of
negotiating, guaranteeing, or endorsing loans in any amount with or without
security for the purpose of charging fees therefor, or otherwise.

        (b)  To engage in any other lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.


<PAGE>   16
                                       2


        FOURTH:  The total number of shares of stock which the Corporation shall
have authority to issue is One million five hundred thousand (1,500,000). Of
said shares, Five hundred thousand (500,000) shall be of a class designated as
Preferred Stock without par value and One million (1,000,000) shares shall be of
a class designated as Common Stock with a par value of One Dollar ($1) each.

        The description of the Preferred Stock and Common Stock, and the voting
powers, designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions
thereof are as hereinafter in this Article FOURTH set forth:

                       DIVISION A -- THE PREFERRED STOCK

        1.  Series and Variations Between Series:  The Preferred Stock may be
issued from time to time in series as may from time to time be determined by
resolution or resolutions of the Board of Directors of this Corporation and the
Board of Directors is hereby expressly vested with authority to provide by
resolution or resolutions for the issue of the Preferred Stock in series with
variations between series and with such designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof as shall be stated and expressed in such resolution or
resolutions, including (but without limitation) one or more of the following
particulars:

        (a)  The designation of such series, which may be distinguishing
number, letter or title:

        (b)  The rate (to be expressed in terms of dollars) at which dividends
are to be payable and to accrue in respect of the shares of such series,
hereinafter referred to as the "fixed dividend rate";

        (c)  The amount (to be expressed in terms of dollars) payable in
respect of the shares of such series, in addition to dividends accrued or in
arrears, upon a voluntary liquidation, dissolution, winding up or reduction of
capital of this Corporation, which amount in respect of any series may, but
need not, vary according to the time or circumstances of such action, the
amount or amounts so fixed as of any given time or for any given period being
hereinafter sometimes referred to as the "fixed voluntary liquidation amount";

        (d)  The amount (to be expressed in terms of dollars) payable in
respect of the shares of such series, in addition to dividends accrued


 
<PAGE>   17
                                       3


or in arrears, upon an involuntary liquidation, dissolution, winding up or
reduction of capital of this Corporation, the amount so fixed being hereinafter
sometimes referred to as the "fixed involuntary liquidation amount"; 

        (e)     The amount, if any (to be expressed in terms of dollars),
payable in respect of the shares of such series, in addition to dividends
accrued or in arrears, in case of the redemption thereof, which amount in
respect of any series may, but need not, vary according to the time or
circumstances of such action, the amount or amounts so fixed as of any given
time or for any given period being hereinafter sometimes referred to as the
"fixed voluntary redemption price";

        (f)     The right, if any, of the holders of shares of such series to
convert the same into or exchange the same for shares of Common Stock of the
Corporation, and the terms and conditions of such conversion or exchange;

        (g)     The provisions, if any, for a sinking or purchase fund
(including any fund or requirement for the periodic retirement of shares) with
respect to the shares of such series;

Provided, however, that such variations shall not be inconsistent with the
provisions of this Article FOURTH applicable to all series of the Preferred
Stock or with the laws of Delaware.

        If and whenever from time to time the Board of Directors shall determine
to issue Preferred Stock of any series, it shall, prior to the issuance of any
shares of each such series, by resolution or resolutions fix the terms of such
series and shall cause the same to be set forth or summarized in the
certificates therefor and to be set forth in such additional certificate or
certificates, if any, as shall at the time be required by law.

        2.      Dividends:  The holders of the Preferred Stock of each series
shall be entitled to receive, out of any funds of the Corporation lawfully
available for dividends under the laws of the State of Delaware, if, when, and
as declared by the Board of Directors in its discretion, preferential cumulative
dividends in cash at the fixed dividend rate for such series and no more,
payable quarterly as herinafter provided, before any dividends shall be declared
or paid upon, or set apart for, or other distribution shall be ordered or made
in respect of the Common Stock. Such dividends on the Preferred Stock shall be
payable on the tenth day of January, April, July and October in each year (the
periods between




<PAGE>   18
                                       4


such dates, commencing on such dates, being hereby designated as "dividend
periods").  Dividends on all shares of each series shall be cumulative from the
first day of the dividend period in which the first shares of such series shall
have been originally issued, so that, if full cumulative dividends on all the
outstanding Preferred Stock at the rate or rates aforesaid for all past dividend
periods and also full cumulative dividends on such stock for the then current
dividend period shall not have been paid thereon or declared and a sum
sufficient for the payment thereof set apart, the amount of the deficiency (but
without interest thereon) shall be fully paid or dividends upon the Preferred
Stock in such amount shall be declared and a sum sufficient for the payment
thereof set apart before any dividends shall be declared or paid upon, or set
apart for, or any other distribution shall be ordered or made in respect of the
Common Stock and before any sums shall be paid or set apart for the redemption
of less than all of the Preferred Stock then outstanding or for the purchase or
retirement of any of the Preferred Stock or the Common Stock. In the event of
the issue of additional shares of the Preferred Stock of any series subsequent
to the date of the issue of the first shares of such series, all dividends paid
on the Preferred Stock of such series prior to the issue of such additional
shares and all dividends payable to the holders of record of Preferred Stock of
such series of a date prior to such issue shall be deemed to have been paid in
respect of the additional shares so issued.  Any dividends paid upon the
Preferred Stock in an amount less than full cumulative dividends accrued or in
arrears upon all Preferred Stock outstanding shall, if more than one series be
outstanding, be divided between the different series in proportion to the
aggregate amounts which would be distributable to the Preferred Stock of each
series if full cumulative dividends were declared and paid thereon.

        3.  Liquidation Rights and Preferences:  In the event of any
liquidation, dissolution or winding up of the Corporation, or any reduction of
its capital resulting in any distribution of its assets to its stockholders,
the holders of each series of Preferred Stock shall be entitled to receive, for
each share thereof, out of the assets of the Corporation whether from capital,
surplus or earnings, available for distribution to its stockholders an amount
equal to the fixed involuntary liquidation amount applicable to each share of
such series if such liquidation, dissolution, winding up or reduction of
capital shall have been involuntary, and equal to the then current fixed
voluntary liquidation amount applicable to each share of such series if such
liquida- 
<PAGE>   19
                                       5



tion, dissolution, winding up or reduction of capital shall have been
voluntary, together in each case with an amount equal to all dividends accrued
or in arrears thereon, whether or not earned, before any distribution of assets
of the Corporation shall be made to the holders of the Common Stock; but the
holders of the Preferred Stock shall be entitled to no further participation in
such distribution.  If, upon any such liquidation, dissolution, winding up or
reduction of capital, the assets of the Corporation, distributable as aforesaid
among the holders of the Preferred Stock, shall be insufficient to permit of
the payment to them of the full preferential amounts aforesaid, then the entire
assets of the Corporation available for distribution to stockholders shall be
distributed ratably among the holders of the Preferred Stock in proportion to
the full preferential amounts to which they are respectively entitled.  As used
herein, the expression "dividends accrued or in arrears" means, in respect of
each share of the Preferred Stock, an amount equal to the fixed dividend rate
per annum for such share (without interest thereon), from the date from which
cumulative dividends commenced to accrue in respect to such share to the date
as of which the computation is to be made, less the aggregate amount (without
interest) of all dividends theretofore paid (or deemed to have been paid)
thereon, or declared and set aside for payment in respect thereof.  A
consolidation or merger of the Corporation with any other corporation or
corporations shall not be regarded as a liquidation, dissolution or winding up
of the Corporation within the meaning of this Paragraph 3, unless such
consolidation or merger shall substantially impair the rights and preferences
of the Preferred Stock in which event it shall be considered as a voluntary
liquidation; nor shall any purchase or redemption of Preferred Stock or the
purchase of Common Stock in any manner herein authorized or permitted be
considered as a reduction of capital within the meaning of this Paragraph 3.

        4.  Redemption and Purchase of Preferred Stock:  The Corporation may,
at its option, expressed by resolution of its Board of Directors, or for the
purposes of the sinking or purchase fund for any series, at any time or from
time to time redeem the whole or any part of the Preferred Stock, or the whole
or any part of any series thereof, at a price for each share so to be redeemed
equal to the sum of the then current fixed voluntary redemption price
applicable to such share if such redemption be voluntary at the option of the
Corporation, or, in the case of any redemption for the purposes of any sinking
or purchase fund, at the then applicable sinking or purchase fund redemp-

<PAGE>   20
                                       6


tion price as provided in the resolution or resolutions of the Board of
Directors providing for a sinking or purchase fund for such series of the
Preferred Stock, plus, in any case, all dividends accrued or in arrears
thereon, whether or not earned. Notice of the intention of the Corporation to
redeem shares of the Preferred Stock and of the date and place of redemption
shall be given by the Corporation by mailing a copy of such notice at least
forty-five (45) days prior to the date fixed for such redemption to the holders
of record of the Preferred Stock to be redeemed at their respective addresses
appearing on the books of the Corporation. If less than all shares of any
series of the Preferred Stock is to be redeemed as herein provided, the
redemption shall be made in such amount, at such place, by such method, either
by lot or pro rata, and subject to such provisions of convenience as shall,
from time to time, be provided by the By-laws of the Corporation or be
determined by resolution of the Board of Directors. From and after the date
fixed in any such notice as the date of redemption, unless default shall be
made by the Corporation in providing moneys at the time and place specified for
the payment of the redemption price pursuant to said notice, all dividends on
the shares of Preferred Stock thereby called for redemption shall cease to
accrue; and, from and after the date so fixed (unless default be made as
aforesaid) or from and after the date of the earlier deposit by the Corporation
in a special account with a solvent bank or trust company of funds sufficient
for such redemption (a statement of the intention so to deposit having been
included in said notice), all rights of the holders of said shares of Preferred
Stock so called for redemption as stockholders of the Corporation, except only
(a) the right to receive the redemption price, or (b) if such shares shall be
convertible into Common Stock, the right to convert such shares into shares of
Common Stock prior to the close of business on the date fixed for such
redemption, shall cease and determine, and such shares shall be deemed no
longer to be outstanding. Any moneys so deposited for the purpose of said
redemption and not required therefor because of the conversion of the shares of
Preferred Stock for the redemption of which said moneys were deposited, shall
forthwith, upon demand by the Corporation after the redemption date, be paid by
the depositary to the Corporation, and any other moneys deposited for such
redemption which shall remain unclaimed by the holders of such Preferred Stock
at the end of six (6) years after the redemption date, shall, at the conclusion
of such six-year period, be paid by the depositary to the 



                                       
<PAGE>   21
                                       7


Corporation, in either case together with any interest thereon that shall have
been allowed by the bank or trust company with which the deposit shall have
been made. No redemption of Preferred Stock, as herein provided, shall be made
or ordered unless full cumulative dividends at the applicable fixed dividend
rate or rates hereinabove specified, upon all Preferred Stock then outstanding
which is not to be redeemed from the date upon which dividends thereon became
cumulative to the end of the then current dividend period shall have been paid
(or deemed to have been paid) or declared and a sum sufficient for the payment
thereof set apart.

        So long as (a) all cumulative dividends on the Preferred Stock are paid
or declared and set apart for payment for all past dividend periods, and the
dividend is either paid or declared and set apart for payment for the current
dividend period, (b) all funds at the time required to be paid or set apart for
the sinking or purchase funds, if any, provided by resolution or resolutions of
the Board of Directors for any series of Preferred Stock have been paid or set
apart, and (c) the Corporation shall not be otherwise in default as provided in
this Article Fourth, then, and in such events, the Corporation shall have the
right at any time, or from time to time, to purchase out of funds legally
available for such purpose, Preferred Stock, either at public or private sale,
at not exceeding the then current fixed voluntary redemption price applicable
to such shares, plus accrued dividends and plus an amount equal to the usual
and customary brokerage commissions payable in connection with the purchase
thereof: provided, however, that the foregoing restrictions shall not be
applicable to prevent the Corporation from utilizing any funds then set apart
for any sinking or purchase fund for the purchase of Preferred Stock; and
provided, further, that, so long as any shares of Preferred Stock remain
outstanding, the Corporation shall not purchase or retire any shares of Common
Stock or any shares of any class of stock, whether now or hereafter authorized,
ranking in payment of dividends or distribution of assets subordinate to the
Preferred Stock unless required by law in connection with corporate action,
except as authorized or permitted by the provisions of Paragraph 1 of Division
B hereof.

        Shares of Preferred Stock redeemed or purchased, or otherwise acquired
by the Corporation, may be cancelled and retired or shall retain the status of
authorized shares.

        5. Voting Rights and Restrictions on Certain Corporate Action: Except
as hereinafter in this Paragraph 5 expressly provided, the
<PAGE>   22
                                       8


holders of the Preferred Stock shall, together with the holders of the Common
Stock (neither class voting as a class), possess full voting rights for the
election of directors and for all other purposes, and for such purposes the
holders of the Preferred Stock shall, subject to the provisions of the By-laws
of the Corporation and of the statutes of the State of Delaware relating to the
fixing of the record date, be entitled to one vote for each share held by them
respectively. 

        Anything hereinbefore to the contrary notwithstanding, in case at any
time the Corporation shall fail to declare and pay or declare and set apart for
payment in full any quarter yearly dividend on any shares of Preferred Stock
and shall not, on or before the fourth succeeding quarter yearly dividend
payment date, have paid or declared and set apart for payment in full such
dividend, and also all subsequently accruing dividends on all the outstanding
Preferred Stock, then the holders of the Preferred Stock shall, thereupon, have
the right, voting as one class to the exclusion of the holders of the Common
Stock, by plurality vote, to elect such number of directors of the Corporation
as shall constitute one-third of the entire number of directors the Corporation
is then authorized to have (any fraction less than one-half to be disregarded
and any fraction of one-half or more to be considered as one), and such right
shall continue (and may be exercised at any annual or other meeting of
stockholders for the election of Directors) until all accrued dividends on the
Preferred Stock shall have been paid or declared and set apart for payment;
and, during the continuance of such right of the Preferred stockholders, the
holders of the Common Stock, voting as another class to the exclusion of the
Preferred stockholders, shall have the right, by plurality vote, to elect the
remaining members of the Board of Directors. The term of office of all persons
who may be Directors of the Corporation at any time when such rights shall
accrue to the holders of the Preferred Stock shall terminate upon the election
(followed by qualification) of their successors at a special meeting of the
stockholders of the Corporation which shall be held, at any time after the
accrual of such right, upon the notice provided in the By-laws of the
Corporation for the annual meeting of the stockholders, at the request in
writing of the holders of record of at least five per cent. (5%) of the number
of shares of Preferred Stock then outstanding. In default of the calling of
said meeting by a proper officer of the Corporation, within thirty (30) days
after the making of such request, such meeting may be called on like notice by
the holders of record of at least five per cent. (5%) of the Preferred Stock,
for which pur-
<PAGE>   23
pose such Preferred stockholders shall have the right to have access to the
stock books of the Corporation. If such special meeting be not called prior to
the next annual meeting, the Preferred stockholders, voting as one class to the
exclusion of the holders of the Common Stock shall be entitled to elect at such
annual meeting a number of the Directors of the Corporation as above provided,
and the Common stockholders, as a second class, shall be entitled to elect the
remaining Directors at such annual meeting unless previous thereto all such
dividend defaults shall have been cured. Upon the termination at any time of
such right of the Preferred stockholders to elect Directors, the term of office
of all Directors then in office shall end upon the election (followed by
qualification) of their successors by the Preferred stockholders and the Common
stockholders, voting together but not by classes, which election may be held on
like notice at a special meeting of the stockholders called at the request in
writing of the holders of record of at least five per cent. (5%) of the number
of shares of the Corporation then outstanding or, if such special meeting is
not called prior to the next annual meeting, at such next annual meeting; and
such special meeting may be called by the holders of record of at least five
per cent. (5%) of the outstanding shares, if not called promptly by a proper
officer of the Corporation upon such request, for which purpose such holders
shall have access to the stock books of the Corporation.

        In addition to any other approvals or consents herein required, or
required by the laws of the State of Delaware, the Corporation shall not
without the consent of the holders of record of at least two-thirds of the
shares of Preferred Stock of the Corporation at the time outstanding, given
either by their affirmative vote as a separate class at a meeting called for
that purpose or in writing without a meeting,

        (a) authorize any stock or class of stock or obligation or security
convertible into stock having priority or preference over, or ranking on a
parity with the Preferred Stock as to dividends or assets, or authorize any
additional Preferred Stock; or

        (b) amend the provisions hereof or of any resolution or resolutions
adopted by the Board of Directors pursuant to the provisions of Paragraph 1 of
this Division A so as to affect adversely any of the preferences or other
rights given to the Preferred Stock; provided, however, that if any such
amendment would affect adversely one or more, but not all series of Preferred
Stock at the time outstanding, the consent of the holders of record of at
<PAGE>   24
least two-thirds of the shares of each such series so affected, similarly
given, each voting as a separate series, shall be required in lieu of the
consent of the holders of record of two-thirds of the shares of Preferred Stock
voting as a class; or

        (c) issue any shares of Preferred Stock, provided that no such consent
for the issue of shares of the Preferred Stock either of any outstanding series
or of any new series shall be required if, (i) prior to the issue thereof and
prior to the adoption of the resolution of the Board of Directors authorizing
each such additional issue of Preferred Stock, the President or Treasurer of
the Corporation shall have certified to said Board, and each such resolution
shall declare it to be the opinion of the Board of Directors, that the
consolidated net earnings of the Corporation (as hereinafter defined) for a
period of twelve (12) consecutive calendar months out of the fifteen (15)
consecutive calendar months immediately preceding the month in which the
issuance of additional shares of Preferred Stock is authorized, shall have been
equal to at least three (3) times the annual dividend requirements on all
shares of Preferred Stock then outstanding, and on any shares of any class of
stock having preference or priority over or ranking on a parity with the
Preferred Stock as to dividends and/or assets, and on the shares of Preferred
Stock proposed to be issued; (ii) immediately after the issue thereof the net
worth of the Corporation (as hereinafter defined) shall be in excess of 200% of
the fixed involuntary liquidating amount of each share of Preferred Stock then
outstanding and of each share of any class of stock having preference or
priority over or ranking on a parity with the Preferred Stock as to dividends
or assets and of each share of Preferred Stock proposed to be issued; (iii)
immediately after the issue thereof the consolidated net current assets of the
Corporation (as hereinafter defined) shall be in excess of 150% of the fixed
involuntary liquidating amount of each share of Preferred Stock then
outstanding and of each share of any class of stock having preference or
priority over or ranking on a parity with the Preferred Stock as to dividends
or assets and of each share of Preferred Stock proposed to be issued; and (iv)
full cumulative dividends for all past dividend periods and the then current
dividend period on the Preferred Stock shall have been paid or declared and set
apart for payment; or

        (d) merge or consolidate with any other corporation or sell, lease or
transfer or otherwise dispose of all or substantially all of its assets if such
transaction would affect adversely any of the
<PAGE>   25
                                       11


        preferences or other rights of the Preferred Stock or the holders
        thereof, except that the Corporation may merge or consolidate, or sell
        or dispose of all or substantially all of its assets, provided that (i)
        the Corporation shall be the continuing or surviving corporation or the
        successor or acquiring corporation shall be organized under the laws of
        any state of the United States of America, and (ii) the Corporation as
        the continuing or surviving corporation or the successor or acquiring
        corporation, as the case may be, shall not, immediately after such
        merger or consolidation, or such sale or other disposition, be in
        default under any of the provisions of this Paragraph 5; and (iii) the
        surviving corporation, in the event of a consolidation or merger, will
        be a corporation primarily engaged in the finance business.

        Provided, however, that the exercise by the holders of the Preferred
Stock of their right to vote, as a class, upon any of the matters set forth in
subparagraphs (a) through (d) above shall not limit their general rights to
vote upon such matters, or any of them, together with the holders of the Common
Stock, neither class voting as a class.

        The term "consolidated net earnings of the Corporation", as used herein
and in Paragraph 1 of Division B hereof, means the net income of the Corporation
and its finance and insurance subsidiaries available for dividends for the
period in question, calculated to a date not earlier than the last day of the
fourth calendar month preceding the month in which the contemplated action
requiring the computation of consolidated net earnings is to be authorized, as
shown by a consolidated income statement prepared in accordance with generally
accepted accounting principles, duly certified or verified by the President or
the Treasurer of the Corporation or by the principal accounting officer of the
Corporation or by a firm of independent certified public accountants (who may be
the regular accountants of the Corporation) approved by the Board of Directors
of the Corporation, and said Board shall be fully ????????? in relying in good
faith thereon: provided, however, that, for the purposes of this Paragraph 5
only, each computation of consolidated net earnings may include, in the
discretion of the Corporation, the ??????? of operations of ????? or insurance
subsidiaries for the period in question applicable to stock of such subsidiaries
about to be acquired and which are to be owned by the Corporation at the time of
the taking, or as a ??????? of the proposed action in connection with which
consolidated not earnings are to be ascertained: and provided, further, that,
for the purposes of this Paragraph 5 only, the Corporation shall be entitled to
(but need not) include in the total gross income and the total operating
expenses of itself or its finance or insurance subsidiaries the results of the
operation of any finance or insurance business previously operated by others,
notwithstanding that such finance or insur-

<PAGE>   26
                                       12

ance business shall have been or is about to be acquired by it or a finance or
insurance subsidiary during or subsequent to the period for which consolidated
net earnings are being computed, if such property is about to be acquired and is
to be owned by the Corporation or a finance or insurance subsidiary at the time
of the taking, or as a result, of the proposed action in connection with which
consolidated net earnings of the Corporation are to be ascertained, but in any
such event the results of such operation for the whole of such period shall be
included as nearly as may be possible in the same manner as if such business had
been operated during such period by the Corporation or such subsidiary.

        The term "net worth of the Corporation", as used herein and in Paragraph
1 of Division B hereof, means the aggregate of the consolidated assets of the
Corporation and its finance and insurance subsidiaries, exclusive of deferred
charges (other than prepaid interest and taxes) and intangibles, including, but
not in limitation, good will, trade marks, trade names, patents and all other
intangibles, of the Corporation and its subsidiaries, less the aggregate of its
and their consolidated liabilities, excluding capital and surplus, all computed
in accordance with generally accepted accounting principles as of a date not
earlier than the last day of the fourth calendar month preceding the month in
which the contemplated action requiring the computation of the net worth of the
corporation is to be authorized.

        The term "consolidated net current assets of the Corporation", as used
herein and in Paragraph 1 of Division B hereof, means the net current assets of
the Corporation and its finance and insurance subsidiaries as of a date not
earlier than the last day of the fourth calendar month preceding the month in
which the contemplated action requiring the computation of consolidated net
current assets is to be authorized, as determined in accordance with generally
accepted accounting principles by deducting from the value of the cash, notes
and accounts receivable (less reserves), and marketable securities (taken at
cost or market value, whichever is less), all liabilities of the Corporation and
its subsidiaries other than capital and surplus.

        The term "subsidiary or subsidiaries", as used herein and in Paragraph 1
of Division B hereof, means any corporation of which the Corporation owns,
either directly or indirectly through one or more subsidiaries, more than 50% of
the stock having ordinary voting power for the election of directors; the term
"finance subsidiary" shall mean any subsidiary substantially nil of the business
of which shall be the acquisition  and holding of notes, receivables and other
obligations; and the term "insurance subsidiary" shall mean any subsidiary
substantially all of the business of which shall be the insuring or reinsuring
of life insurance risks, accident and health risks, and multiple line risks, and
of acting as agent for the procuring of any such insurance business.
<PAGE>   27
                                       13

                           Division B -- Common Stock

        1. Dividend Rights: After full cumulative dividends for all past
dividend periods and the then current dividend period on the Preferred Stock
shall have been paid or declared and set apart for payment in accordance with
Paragraph 2 of Division A above, and after all funds at the time required to be
paid or set apart to provide for any purchase or sinking fund or funds which may
be prescribed pursuant to subparagraph (g) of Paragraph 1 of Division A above by
resolution or resolutions of the Board of Directors with respect to any series
of Preferred Stock have been so paid or set apart, dividends may be paid out of
any funds lawfully available therefor upon the Common Stock and upon any class
of stock ranking as to dividends or assets subordinate to the Preferred Stock
if, when and as declared by the Board of Directors in its discretion, and shares
of any outstanding class of stock of the Corporation ranking as to dividends or
assets subordinate to the Preferred Stock may be purchased, acquired, redeemed
or retired by the Corporation; provided that, so long as any shares of Preferred
Stock are outstanding, no dividends (other than a dividend payable in stock of
any class ranking as to dividends and assets subordinate to the Preferred Stock)
shall be paid on any stock other than the Preferred Stock and no expenditure on
account of the purchase, acquisition, redemption or other retirement (except in
exchange for other shares of stock, by conversion or otherwise, of the
Corporation or from the proceeds of the issue and sale of shares of any class of
stock ranking as to dividends and assets subordinate to the Preferred Stock) of
any outstanding stock of the Corporation, other than the Preferred Stock, shall
be made

        (a) if the aggregate amount of payments for all dividends on and
expenditures for the purchase, acquisition, redemption, or retirement of any
class of stock ranking subordinate to the Preferred Stock as to dividends or
assets (including the payment or expenditure then to be made but excluding
dividends paid in stock ranking subordinate to the Preferred Stock in both the
foregoing respects and after deducting from such expenditures any amounts
received by the Corporation from the issue and sale of any class of stock
ranking subordinate to the Preferred Stock as to dividends and assets) made
subsequent to November 30, 1964, shall exceed the consolidated net earnings of
the Corporation from and after November 30, 1964, after deducting therefrom all
dividends on the Preferred Stock and all dividends on any class of stock having
preference or priority over or ranking on a parity with the Preferred Stock
either as to dividends or assets.
<PAGE>   28
                                       14

        (b) if the payment of such dividend or the making of such expenditures
shall or would thereby decrease the consolidated net current assets of the
Corporation below an amount equal to 150% of the fixed involuntary liquidating
amount of each share of Preferred Stock then outstanding and of each share of
any class of stock having preference or priority or ranking on a parity with
Preferred Stock as to dividends and assets and then outstanding;

        (c) if the payment of such dividend or the making of such expenditures
shall or would thereby decrease the net worth of the Corporation below an amount
equal to 200% of the fixed involuntary liquidating amount of each share of
Preferred Stock then outstanding and of each share of any class of stock having
preference or priority over or ranking on a parity with Preferred Stock as to
dividends and assets and then outstanding; and

        (d) if the payment of such dividend or the making of such expenditures
shall or would decrease the earned surplus of the Corporation, computed in
accordance with generally accepted accounting principles, to an amount less than
one year's dividend requirements on all outstanding shares of Preferred Stock
and on all shares of each class of stock having preference or priority over or
ranking on a parity with the Preferred Stock as to dividends or assets and then
outstanding. Earned surplus accumulated prior to November 30, 1964, out of which
dividends may not be paid pursuant to subparagraph (a) of this Paragraph 1, may
be included in calculating the earned surplus of the Corporation for the
purposes of this subparagraph (d).

        For the purposes of the foregoing proviso, the terms (i) "consolidated
net earnings of the Corporation", (ii) "consolidated net current assets of the
Corporation", (iii) "net worth of the Corporation" and (iv) "subsidiary or
subsidiaries" shall have the same meanings as provided in Paragraph 5 of
Division A.

        2. Distribution of Assets: In the event of any liquidation, dissolution
or winding up of the Corporation, or any reduction of its capital, resulting in
a distribution of its assets to its stockholders, whether voluntary or
involuntary, after there shall have been paid or set apart for the holders of
the Preferred Stock the full preferential amounts to which they are entitled
under the provisions of Paragraph 3 of Division A above, the holders of the
Common Stock shall be entitled to receive as a class, pro rata, the remaining
assets of the Corporation available for distribution to its stockholders.
<PAGE>   29
                                       15

        3. Voting Power: Except as provided in Paragraph 5 of Division A above
or as required by the laws of the State of Delaware, the holders of the Common
Stock shall, together with the holders of the Preferred Stock (neither class
voting as a class), possess full voting power for the election of directors and
all other purposes, and the holders of the Common Stock shall, subject to the
provisions of the By-laws of the Corporation and of the laws of the State of
Delaware relating to the fixing of the record date, be entitled to one (1) vote
for each share held by them, respectively, for all purposes.

        FIFTH: The minimum amount of capital with which the Corporation will
commence business is One Thousand Dollars ($1,000.00).

        SIXTH: The names and places of residence of the incorporators are as
follows:

                    Names                  Residences
                    -----                  ----------
                S. H. Livesay              Wilmington, Delaware
                J. F. Cook                 Wilmington, Delaware
                A. D. Grier                Wilmington, Delaware

        SEVENTH: The Corporation is to have perpetual existence.

        EIGHTH: In furtherance and not in limitation of the powers conferred by
law, the Board of Directors of the Corporation is expressly authorized to make,
alter, amend or repeal the By-laws of the Corporation.

        NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute and all rights conferred upon
stockholders herein are granted subject to this reservation.

B. Said amendment was duly adopted in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.
<PAGE>   30


                                       16

C.  The capital of the Corporation will not be reduced under or by reason of
said amendment.

        IN WITNESS WHEREOF, said AVCO DELTA CORPORATION has caused its
corporate seal to be affixed and this certificate to be signed by A. E.
Weidman, its Chairman of the Board of Directors, and Philip J. Cullen, its
Secretary, this 14th day of April, 1971.

                                        AVCO DELTA CORPORATION

AVCO DELTA CORPORATION                  By  /s/ A. E. WEIDMAN
      INCORPORATED                         -----------------------------
      JULY 17, 1964                          A. E. Weidman, Chairman
     CORPORATE SEAL                          of the Board of Directors



      Attest:                           By  /s/ PHILIP J. CULLEN
                                          -------------------------------
                                             Philip J. Cullen,
                                             Secretary

<PAGE>   31


                                       17

STATE OF CALIFORNIA    )
                       ) SS.:
COUNTY OF ORANGE       )



        BE IT REMEMBERED, that on this 14th day of April, A.D. 1971, personally
came before me, Earline Loop, a Notary Public, A. E. Weidman, Chairman of the
Board of Directors of Avco Delta Corporation, a corporation of the State of
Delaware, the corporation described in and which executed the foregoing
certificate, known to me personally to be such, and he, the said A. E. Weidman,
as such Chairman, duly executed said certificate before me and acknowledged the
said certificate to be his act and deed and the act and deed of said
corporation; that the signatures of the said Chairman and of the Secretary of
said corporation to the said foregoing certificate are in the handwriting of
the said Chairman and Secretary of said corporation, respectively; that the
seal affixed to said certificate is the common or corporation seal of said
corporation; and that the facts stated therein are true.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.


                                        /s/ EARLINE M. LOOP
                                      ---------------------------------
                                                 Notary Public

                                      My Commission Expires


                                                [OFFICIAL SEAL 
                                                EARLINE M. LOOP
                                            NOTARY PUBLIC, CALIFORNIA
                                                PRINCIPAL OFFICE IN
                                                LOS ANGELES COUNTY
                                        My Commission Expires July 28, 1974]




<PAGE>   32
                                                                        PAGE 1



                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

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



        I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AGREEMENT OF MERGER (DELAWARE CORPORATIONS) OF "AVCO DELTA FINANCIAL 
CORPORATION" FILED IN THIS OFFICE ON THE FIFTH DAY OF MAY, A.D. 1971, AT 8:30 
O'CLOCK A.M.


                          *  *  *  *  *  *  *  *  *  *






                                        /s/  MICHAEL RATCHFORD
                                        -------------------------------------
                     [LOGO]             Michael Ratchford, Secretary of State

                                        AUTHENTICATION: *3693508

923455205                                         DATE: 12/10/1992
<PAGE>   33
        AGREEMENT AND LIQUIDATION AND MERGER

        AGREEMENT OF LIQUIDATION AND MERGER, dated this 30th day of April,
1971, between AVCO AND DELTA CORPORATION ("Delta"), a Delaware corporation,
AVCO FINANCIAL SERVICES, INC. ("AFS"), a Delaware corporation, and AVCO
CORPORATION ("Avco"), a Delaware corporation;

                         W I T N E S S E T H   T H A T:

        WHEREAS Avco acquired more than 90% of the outstanding shares of common
and preferred stock of AFS in a taxable transaction which became effective on
January 21, 1969 and has since acquired the remaining outstanding common shares
of AFS;

        WHEREAS Avco wishes to acquire all of the assets of AFS in
accordance with the provisions of Section 334(b)(2) of the Internal Revenue
Code of 1954;

        WHEREAS AFS adopted a plan of liquidation on January 15, 1971 whereby
its assets will be transferred either to Avco or to such of its subsidiaries or
affiliates as Avco may direct, in complete cancellation of all of the
outstanding common stock of AFS;

        WHEREAS Avco has heretofore directed that all assets of AFS to be
received by it pursuant to the foregoing plan of liquidation, in complete
cancellation of all of the outstanding common stock of AFS, be transferred to
Delta, its wholly-owned subsidiary, and Delta has agreed to accept such assets;

        WHEREAS the respective Boards of Directors of Avco, Delta and AFS have
agreed that the method to be used to accomplish the transfer of assets pursuant
to the foregoing plan of liquidation shall be a satisfactory merger of AFS into
Delta pursuant to the terms hereof;


                                       1

<PAGE>   34
        WHEREAS both Delta and AFS have 500,000 shares of common stock which
are issued and outstanding;

        NOW, THEREFORE, the parties hereto hereby agree as follows:

        1.      AFS will be merged into Delta in accordance with the provisions
of Section 251 of the General Corporation Law of Delaware, with Delta being the
surviving corporation (the "Surviving Corporation").

        2.      The Certificate of Incorporation of Delta, as in effect
immediately prior to the merger, shall remain and continue to be the Certificate
of Incorporation of the Surviving Corporation, except that Article First
thereof shall be amended as of the effective date of the merger (the "Effective
Date") to read as follows:

        "First:  The name of the Corporation (hereinafter referred to as the
        Corporation) is AVCO FINANCIAL SERVICES, INC."

        3.      The By-laws of Delta, as in effect immediately prior to the
merger, shall remain and continue to be the By-laws of the Surviving
Corporation, and Delta's present directors and officers shall continue to be
the directors and officers of the Surviving Corporation.

        4.      On the Effective Date,

                (a)  Each outstanding share of common stock of AFS shall be
                cancelled.

                (b)  Each outstanding share of each class and series of
                preferred stock of AFS shall be changed and automatically
                converted into one preferred share of the same class and series
                of the Surviving Corporation, having the identical rights and
                preferences.

                (c)  Each outstanding share of common stock of Delta shall be
                unaffected by the merger and the same shall continue and remain
                outstanding as common shares of the Surviving Corporation.



                                      -2-
<PAGE>   35
        5.      The Effective Date of the merger shall be the date this
Agreement is filed with the Secretary of State of the State of Delaware
pursuant to Section 103 of the Delaware General Corporation Law.

        6.      This Agreement embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and shall
be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of such parties.

        7.      This Agreement may be executed in several counterparts, each of
which shall be an original but all of which together shall continue one and the
same instrument.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in their respective corporate names by their respective duly authorized
officers and their respective corporate seals to be affixed hereto, all as of
the date and year first above written.


[SEAL]                             AVCO


Attest:                            By
                                     ------------------------------------
                                                    President

------------------------------
          Secretary


                                   AVCO DELTA CORPORATION


Attest:                            By
                                     ------------------------------------
                                                    President

------------------------------
      Assistant Secretary


[SEAL]                             AVCO FINANCIAL SERVICES, INC.


Attest:                            By
                                     ------------------------------------
                                                    President

------------------------------
         Secretary

<PAGE>   36
        I, WILLIAM D. GAILLARD, Assistant Secretary of Avco Delta Corporation, a
corporation organized and existing under the laws of the State of Delaware,
hereby certify, as such assistant secretary and under the seal of the said
corporation, that the Agreement to which this certificate is attached, after
having been first duly signed on behalf of the said corporation and having been
signed on behalf of Avco Financial Services, Inc., a corporation of the State
of Delaware, was duly adopted pursuant to section 228 of Title 8 of the
Delaware Code of 1953 by the unanimous written consent of the stockholders
holding all of the issued and outstanding shares of capital stock of the
corporation having voting power, and said Agreement was thereby adopted as the
act of the stockholders of said Avco Delta Corporation and is the duly adopted
agreement and act of the said corporation.

        WITNESS my hand and the seal of said Avco Delta Corporation on this
30th day of April, 1971.



[Corporate Seal]                        /s/ WILLIAM D. GAILLARD
                                        ------------------------------------
                                        Assistant Secretary
<PAGE>   37
        I, PHILIP J. CULLEN, Secretary of Avco Financial Services, Inc., a
corporation organized and existing under the laws of the State of Delaware,
hereby certify, as such secretary and under the seal of the said corporation,
that the Agreement to which this certificate is attached, after having been
first duly signed on behalf of the said corporation and having been signed on
behalf of Avco Delta Corporation, a corporation of the State of Delaware, was
duly adopted pursuant to section 228 of Title 8 of the Delaware Code of 1953 by
the written consent of the stockholders holding in excess of 90% of the issued
and outstanding shares of the capital stock of the corporation having voting
power, and written notice of adoption of the Agreement was given as provided in
section 228 of Title 8 of the Delaware Code of 1953 to every stockholder
entitled to such notice, and said Agreement was thereby adopted as the act of
the stockholders of said Avco Financial Services, Inc. and is the duly adopted
agreement and act of the said corporation.

        WITNESS my hand and the seal of said Avco Financial Services, Inc. on
this 30th day of April, 1971.



[Corporate Seal]                        /s/ PHILIP J. CULLEN
                                        ------------------------------------
                                        Secretary
<PAGE>   38
        THE ABOVE AGREEMENT, having been executed on behalf of each corporate
party thereto, and having been adopted separately by each corporate party to
the merger described therein, in accordance with the provisions of the General
Corporation Law of the State of Delaware, and that fact having been certified
on said Agreement by the Secretary or Assistant Secretary of each corporate
party to the merger, the President or Chairman of the Board of Directors or
each corporate party to the merger does now hereby execute the said Agreement
and the Secretary or Assistant Secretary of each corporate party thereto does
now hereby attest the said Agreement under the corporate seals of their
respective corporations, as the respective act, deed and agreement of each of
said corporations, on this 30th day of April, 1971.


                                        AVCO DELTA CORPORATION

[Corporate Seal]                        

                                        By              [SIG]
                                          ----------------------------------
                                                      President

Attest:

            [SIG]
--------------------------------
     Assistant Secretary

                                        AVCO FINANCIAL SERVICES, INC.

[Corporate Seal]
                
                                        By              [SIG]
                                          ----------------------------------
                                                      Chairman

Attest:

            [SIG]
--------------------------------
          Secretary

<PAGE>   39
STATE OF CALIFORNIA     )
                        )    ss:
COUNTY OF ORANGE        )

        BE IT REMEMBERED that on this 30th day of April, 1971, personally came
before me, a Notary Public in and for the County and State aforesaid, H. W.
MERRYMAN, President of Avco Delta Corporation, a corporation of the State of
Delaware, and he duly executed said Agreement before me and acknowledged the
said Agreement to be his act and deed and the act and deed of said corporation
and the facts stated therein are true; and that the seal affixed to said
Agreement and attested by the Assistant Secretary of said corporation is the
common or corporate seal of said corporation.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.



                                              /s/  CARMEN ARREDONDO
(Seal)                                  --------------------------------
                                                  Notary Public

<PAGE>   40
STATE OF CALIFORNIA     )
                        )    ss:
COUNTY OF ORANGE        )

        BE IT REMEMBERED that on this 30th day of April, 1971, personally came
before me, a Notary Public in and for the County and State aforesaid, A. A.
WEIDMAN, Chairman of the Board of Directors of Avco Financial Services, Inc., a
corporation of the State of Delaware, and he duly executed said Agreement before
me and acknowledged the said Agreement to be his act and deed and the act and
deed of said corporation and the facts stated therein are true; and that the
seal affixed to said Agreement and attested by the Assistant Secretary of said
corporation is the common or corporate seal of said corporation.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.



                                              /s/  CARMEN ARREDONDO
(Seal)                                  --------------------------------
                                                  Notary Public
<PAGE>   41

                               BOOK Y113 PAGE 339                         12328

                                                                        PAGE 1


                               STATE OF DELAWARE



                                     [LOGO]


                          OFFICE OF SECRETARY OF STATE

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

        I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF AVCO FINANCIAL SERVICES, INC. FILED IN THIS OFFICE ON THE
THIRTY-FIRST DAY OF MAY, A.D. 1988, AT 9 O'CLOCK A.M.


                          *  *  *  *  *  *  *  *  *  *



                              RECEIVED FOR RECORD

                               JUNE 20 A.D. 1988

                                     [NAME]

                                    RECORDER

                         $3.00 STATE DOCUMENT FEE PAID




                                        /s/  MICHAEL HARKINS
                                        -----------------------------------
            [SEAL]                      Michael Harkins, Secretary of State

                                        AUTHENTICATION:  11738371

          881520068                               DATE:  06/04/1988
<PAGE>   42
                                                                  [F I L E D]
                                                                  May 31, 1988
                                                                     [sig]

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       of

                         AVCO FINANCIAL SERVICES, INC.



        It is hereby certified that:

        1.  The name of the corporation (hereinafter called the "corporation")
is Avco Financial Services, Inc.

        2.  The certificate of incorporation of the corporation is hereby
amended by adding Articles TENTH and ELEVENTH, as follows:

"TENTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided, however, that this Article Tenth shall not
eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware (as in effect and as
hereafter amended), or (iv) for any transaction from which the director derived
an improper personal benefit. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article Tenth to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of each director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Delaware General Corporation Law, as so
amended. Neither the amendment nor repeal of this Article Tenth nor the adoption
of any provision of this Certificate of Incorporation inconsistent with this
Article Tenth shall eliminate or reduce the effect of this Article Tenth in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article Tenth, would accrue or arise, prior to such amendment, repeal
or adoption of an inconsistent provision."

"ELEVENTH: This Corporation shall, to the fullest extent permitted  by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
<PAGE>   43


otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

        Signed and attested to on May 18, 1988.


                                        /s/ Herbert F. Smith
                                        -----------------------------
                                        Herbert F. Smith, Senior Vice
                                        President


Attest:


/s/ Laila B. Soares
--------------------------
Laila B. Soares, Assistant
Secretary




STATE OF        )
                )  SS:
COUNTY OF       )

        BE IT REMEMBERED that, on May 18, 1988, before me, a Notary Public duly
authorized by law to take acknowledgment of deeds, personally came Herbert F.
Smith, Senior Vice President of Avco Financial Services, Inc. who duly signed
the foregoing instrument before me and acknowledged that such signing is his
act and deed, that such instrument as executed is the act and deed of said
corporation, and that the facts stated therein are true.

        GIVEN under my hand on May 18, 1988.


[SEAL]                                     /s/  Marilyn L. Havens
                                        ------------------------------  
                                                 Notary Public     
<PAGE>   44
                                   COMPOSITE

                          CERTIFICATE OF INCORPORATION

                                       of

                         AVCO FINANCIAL SERVICES, INC.


        AVCO FINANCIAL SERVICES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify as follows:

        FIRST:  The name of the corporation (hereinafter referred to as the
Corporation) is

                         AVCO FINANCIAL SERVICES, INC.

        SECOND:  The Corporation's registered office in the State of Delaware
is located at 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name and address of its registered agent at such address is The
Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware.

        THIRD:  The nature of the business, or objects or purposes to be
transacted, promoted or carried on by the Corporation are:

        (a)     To engage in the business of loaning money with or without
security and in any amount deemed advisable, for the purpose of earning
interest on said loans, or otherwise, and to engage in the business of
negotiating, guaranteeing, or endorsing loans in any amount with or without
security for the purpose of charging fees therefore, or otherwise.

        (b)     To engage in any other lawful act or activity for which
corporations may be organized under the General Corporation Law of the State 
of Delaware.
<PAGE>   45
                                       2


        FOURTH:  The total number of shares of stock which the Corporation
shall have authority to issue is One million five hundred thousand
(1,500,000).  Of said shares, Five hundred thousand (500,000) shall be of a
class designated as Preferred Stock without par value and One million
(1,000,000) shares shall be of a class designated as Common Stock with a par
value of One Dollar ($1) each.

        The description of the Preferred Stock and Common Stock, and the voting
powers, designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions
thereof are as hereinafter in this Article FOURTH set forth:

                       DIVISION A -- THE PREFERRED STOCK

        1.  Series and Variations Between Series:  The Preferred Stock may be
issued from time to time in series as may from time to time be determined by
resolution or resolutions of the Board of Directors of this Corporation, and the
Board of Directors is hereby expressly vested with authority to provide by
resolution or resolutions for the issue of the Preferred Stock in series with
variations between series and with such designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof as shall be stated and expressed in such resolution or
resolutions, including (but without limitation) one or more of the following
particulars:

        (a)  The designation of such series, which may be by distinguishing
number, letter or title;

        (b)  The rate (to be expressed in terms of dollars) at which dividends
are to be payable and to accrue in respect of the shares of such series,
hereinafter referred to as the "fixed dividend rate";

        (c)  The amount (to be expressed in terms of dollars) payable in
respect of the shares of such series, in addition to dividends accrued or in
arrears, upon a voluntary liquidation, dissolution, winding up or reduction of
capital of this Corporation, which amount in respect of any series may, but
need not, vary according to the time or circumstances of such action, the
amount or amounts so fixed as of any given time or for any given period being
hereinafter sometimes referred to as the "fixed voluntary liquidation amount";

        (d)  The amount (to be expressed in terms of dollars) payable in
respect of the shares of such series, in addition to dividends accrued

<PAGE>   46
                                       3



or in arrears, upon an involuntary liquidation, dissolution, winding up or
reduction of capital of this Corporation, the amount so fixed being hereinafter
sometimes referred to as the "fixed involuntary liquidation amount";

        (e)  The amount, if any (to be expressed in terms of dollars), payable
in respect of the shares of such series, in addition to dividends accrued or in
arrears, in case of the redemption thereof, which amount in respect of any
series may, but need not, vary according to the time or circumstances of such
action, the amount or amounts so fixed as of any given time or for any given
period being hereinafter sometimes referred to as the "fixed voluntary
redemption price";

        (f)  The right, if any, of the holders of shares of such series to
convert the same into or exchange the same for shares of Common Stock of the
Corporation, and the terms and conditions of such conversion or exchange;

        (g)  The provisions, if any, for a sinking or purchase fund (including
any fund or requirement for the periodic retirement of shares) with respect to
the shares of such series;

Provided, however, that such variations shall not be inconsistent with the
provisions of this Article Fourth applicable to all series of the Preferred
Stock or with the laws of Delaware.

        If and whenever from time to time the Board of Directors shall
determine to issue Preferred Stock of any series, it shall, prior to the
issuance of any shares of each such series, by resolution or resolutions fix
the terms of such series and shall cause the same to be set forth or summarized
in the certificates therefor and to be set forth in such additional certificate
or certificates, if any, as shall at the time be required by law.

        2.  Dividends:  The holders of the Preferred Stock of each series shall
be entitled to receive, out of any funds of the Corporation lawfully available
for dividends under the laws of the State of Delaware, if, when, and as
declared by the Board of Directors in its discretion, preferential cumulative
dividends in cash at the fixed dividend rate for such series and no more,
payable quarterly as hereinafter provided, before any dividends shall be
declared or paid upon, or set apart for, or other distribution shall be ordered
or made in respect of the Common Stock.  Such dividends on the Preferred Stock
shall be payable on the tenth day of January, April, July and October in each
year (the periods between

<PAGE>   47
                                       4





such dates, commencing on such dates, being hereby designated as "dividend
periods").  Dividends on all shares of each series shall be cumulative from the
first day of the dividend period in which the first shares of such series shall
have been originally issued, so that, if full cumulative dividends on all the
outstanding Preferred Stock at the rate or rates aforesaid for all past
dividend periods and also full cumulative dividends on such stock for the then
current dividend period shall not have been paid thereon, or declared and a sum
sufficient for the payment thereof set apart, the amount of the deficiency (but
without interest thereon) shall be fully paid or dividends upon the Preferred
Stock in such amount shall be declared and a sum sufficient for the payment
thereof set apart before any dividends shall be declared or paid upon, or set
apart for, or any other distribution shall be ordered or made in respect of the
Common Stock and before any sums shall be paid or set apart for the redemption
of less than all of the Preferred Stock then outstanding or for the purchase or
retirement of any of the Preferred Stock or the Common Stock.  In the event of
the issue of additional shares of the Preferred Stock of any series subsequent
to the date of the issue of the first shares of such series, all dividends paid
on the Preferred Stock of such series prior to the issue of such additional
shares and all dividends payable to the holders of record of Preferred Stock of
such series of a date prior to such issue shall be deemed to have been paid in
respect of the additional shares so issued.  Any dividends paid upon the
Preferred Stock in an amount less than full cumulative dividends accrued or in
arrears upon all Preferred Stock outstanding shall, if more than one series be
outstanding, be divided between the different series in proportion to the
aggregate amounts which would be distributable to the Preferred Stock of each
series if full cumulative dividends were declared and paid thereon.

        3.  Liquidation Rights and Preferences:  In the event of any
liquidation, dissolution or winding up of the Corporation, or any reduction of
its capital, resulting in any distribution of its assets to its stockholders,
the holders of each series of Preferred Stock shall be entitled to receive, for
each share thereof, out of the assets of the Corporation, whether from capital,
surplus or earnings, available for distribution to its stockholders, an amount
equal to the fixed involuntary liquidation amount applicable to each share of
such series if such liquidation, dissolution, winding up or reduction of capital
shall have been involuntary, and equal to the then current fixed voluntary
liquidation amount applicable to each share of such series if such liquida-

<PAGE>   48
                                       5


tion, dissolution, winding up or reduction of capital shall have been
voluntary, together in each case with an amount equal to all dividends accrued
or in arrears thereon, whether or not earned, before any distribution of assets
of the Corporation shall be made to the holders of the Common Stock; but the
holders of the Preferred Stock shall be entitled to no further participation in
such distribution. If, upon any such liquidation, dissolution, winding up or
reduction of capital, the assets of the Corporation, distributable as aforesaid
among the holders of the Preferred Stock, shall be insufficient to permit of
the payment to them of the full preferential amounts aforesaid, then the entire
assets of the Corporation available for distribution to stockholders shall be
distributed ratably among the holders of the Preferred Stock in proportion to
the full preferential amounts to which they are respectively entitled. As used
herein, the expression "dividends accrued or in arrears" means, in respect of
each share of the Preferred Stock, an amount equal to the fixed dividend rate
per annum for such share (without interest thereon), from the date from which
cumulative dividends commenced to accrue in respect to such share to the date
as of which the computation is to be made, less the aggregate amount (without
interest) of all dividends theretofore paid (or deemed to have been paid)
thereon, or declared and set aside for payment in respect thereof. A
consolidation or merger of the Corporation with any other corporation or
corporations shall not be regarded as a liquidation, dissolution or winding up
of the Corporation within the meaning of this Paragraph 3, unless such
consolidation or merger shall substantially impair the rights and preferences
of the Preferred Stock, in which event it shall be considered as a voluntary
liquidation; nor shall any purchase or redemption of Preferred Stock or the
purchase of Common Stock in any manner herein authorized or permitted be
considered as a reduction of capital within the meaning of this Paragraph 3.

        4.  Redemption and Purchase of Preferred Stock:  The Corporation may,
at its option, expressed by resolution of its Board of Directors, or for the
purposes of the sinking or purchase fund for any series, at any time or from
time to time redeem the whole or any part of the Preferred Stock, or the whole
or any part of any series thereof, at a price for each share so to be redeemed
equal to the sum of the then current fixed voluntary redemption price
applicable to such share if such redemption be voluntary at the option of the
Corporation, or, in the case of any redemption for the purposes of any sinking
or purchase fund, at the then applicable sinking or purchase fund redemp-



<PAGE>   49
tion price as provided in the resolution or resolutions of the Board of
Directors providing for a sinking or purchase fund for such series of the
Preferred Stock, plus, in any case, all dividends accrued or in arrears thereon,
whether or not earned. Notice of the intention of the Corporation to redeem
shares of the Preferred Stock and of the date and place of redemption shall be
given by the Corporation by mailing a copy of such notice at least
forty-five (45) days prior to the date fixed for such redemption to the holders
of record of the Preferred Stock to be redeemed at their respective addresses
appearing on the books of the Corporation. If less than all shares of any series
of the Preferred Stock is to be redeemed as herein provided, the redemption
shall be made in such amount, at such place, by such method, either by lot or
pro rata, and subject to such provisions of convenience as shall, from time to
time, be provided by the By-laws of the Corporation or be determined by
resolution of the Board of Directors. From and after the date fixed in any such
notice as the date of redemption, unless default shall be made by the
Corporation in providing moneys at the time and place specified for the payment
of the redemption price pursuant to said notice, all dividends of the shares of
Preferred Stock thereby called for redemption shall cease to accrue; and, from
and after the date so fixed (unless default be made as aforesaid) or from and
after the date of the earlier deposit by the Corporation in a special account
with a solvent bank or trust company of funds sufficient for such redemption (a
statement of the intention so to deposit having been included in said notice),
all rights of the holders of said shares of Preferred Stock so called for
redemption as stockholders of the Corporation, except only (a) the right to
receive the redemption price, or (b) if such shares shall be convertible into
Common Stock, the right to convert such shares into shares of Common Stock prior
to the close of business on the date fixed for such redemption, shall cease and
determine, and such shares shall be deemed no longer to be outstanding. Any
moneys so deposited for the purpose of said redemption and not required therefor
because of the conversion of the shares of Preferred Stock for the redemption of
which said moneys were deposited, shall forthwith, upon demand by the
Corporation after the redemption date, be paid by the depositary to the
Corporation, and any other moneys deposited for such redemption which shall
remain unclaimed by the holders of such Preferred Stock at the end of six (6)
years after the redemption date, shall, at the conclusion of such six-year
period, be paid by the depositary to the
<PAGE>   50
                                       7



Corporation, in either case together with any interest thereon that shall have
been allowed by the bank or trust company with which the deposit shall have
been made.  No redemption of Preferred Stock, as herein provided, shall be made
or ordered unless full cumulative dividends at the applicable fixed dividend
rate or rates hereinabove specified, upon all Preferred Stock then outstanding
which is not to be redeemed from the date upon which dividends thereon became
cumulative to the end of the then current dividend period shall have been paid
(or deemed to have been paid) or declared and a sum sufficient for the payment
thereof set apart.

        So long as (a) all cumulative dividends on the Preferred Stock are paid
or declared and set apart for payment for all past dividend periods, and the
dividend is either paid or declared and set apart for payment for the current
dividend period, (b) all funds at the time required to be paid or set apart for
the sinking or purchase funds, if any, provided by resolution or resolutions of
the Board of Directors for any series of Preferred Stock have been paid or set
apart, and (c) the Corporation shall not be otherwise in default as provided
in this Article Fourth, then, and in such events, the Corporation shall have
the right at any time, or from time to time, to purchase out of funds legally
available for such purpose, Preferred Stock, either at public or private sale,
at not exceeding the then current fixed voluntary redemption price applicable
to such shares, plus accrued dividends and plus an amount equal to the usual
and customary brokerage commissions payable in connection with the purchase
thereof; provided, however, that the foregoing restrictions shall not be
applicable to prevent the Corporation from utilizing any funds then set apart
for any sinking or purchase fund for the purchase of Preferred Stock; and
provided, further, that, so long as any shares of Preferred Stock remain
outstanding, the Corporation shall not purchase or retire any shares of Common
Stock or any shares of any class of stock, whether now or hereafter authorized,
ranking in payment of dividends or distribution of assets subordinate to the
Preferred Stock unless required by law in connection with corporate action,
except as authorized or permitted by the provisions of Paragraph 1 of Division
B hereof.

        Shares of Preferred Stock redeemed or purchased, or otherwise acquired
by the Corporation, may be cancelled and retired or shall retain the status of
authorized shares.

        5.  Voting Rights and Restrictions on Certain Corporate Action:  Except
as hereinafter in this Paragraph 5 expressly provided, the 

<PAGE>   51
                                       8



holders of the Preferred Stock shall, together with the holders of the Common
Stock (neither class voting as a class), possess full voting rights for the
election of directors and for all other purposes, and for such purposes the
holders of the Preferred Stock shall, subject to the provisions of the By-laws
of the Corporation and of the statutes of the State of Delaware relating to the
fixing of the record date, be entitled to one vote for each share held by them
respectively. 

        Anything hereinbefore to the contrary notwithstanding, in case at any
time the Corporation shall fail to declare and pay or declare and set apart for
payment in full any quarter yearly dividend on any shares of Preferred Stock and
shall not, on or before the fourth succeeding quarter yearly dividend payment
date, have paid or declared and set apart for payment in full such dividend,
and also all subsequently accruing dividends on all the outstanding Preferred
Stock, then the holder of the Preferred Stock shall, thereupon, have the right,
voting as one class to the exclusion of the holders of the Common Stock, by
plurality vote, to elect such number of directors of the Corporation as shall
constitute one-third of the entire number of directors the Corporation is then
authorized to have (any fraction less than one-half to be disregarded and any
fraction of one-half or more to be considered as one), and such right shall
continue (and may be exercised at any annual or other meeting of stockholders
for the election of Directors) until all accrued dividends on the Preferred
Stock shall have been paid or declared and set apart for payment; and, during
the continuance of such right of the Preferred stockholders, the holders of the
Common Stock, voting as another class to the exclusion of the Preferred
stockholders, shall have the right, by plurality vote, to elect the remaining
members of the Board of Directors.  The term of office of all persons who may
be Directors of the Corporation at any time when such rights shall accrue to
the holders of the Preferred Stock shall terminate upon the election (followed
by qualification) of their successors at a special meeting of the stockholders
of the Corporation, which shall be held, at any time after the accrual of such
right, upon the notice provided in the By-laws of the Corporation for the
annual meeting of the stockholders, at the request in writing of the holders of
record of at least five per cent (5%) of the number of shares of Preferred
Stock then outstanding.  In default of the calling of said meeting by a proper
officer of the Corporation, within thirty (30) days after the making of such
request, such meeting may be called on like notice by the holders of record of
at least five per cent. (5%) of the Preferred Stock, for which pur-
<PAGE>   52
                                       9



pose such Preferred stockholders shall have the right to have access to the
stock books of the Corporation.  If such special meeting be not called prior to
the next annual meeting, the Preferred stockholders, voting as one class to the
exclusion of the holders of the Common Stock shall be entitled to elect at such
annual meeting a number of the Directors of the Corporation as above provided,
and the Common stockholders, as a second class, shall be entitled to elect the
remaining Directors as such annual meeting unless previous thereto all such
dividend defaults shall have been cured.  Upon the termination at any time of
such right of the Preferred stockholders to elect Directors, the term of office
of all Directors then in office shall end upon the election (followed by
qualification) of their successors by the Preferred stockholders and the Common
stockholders, voting together but not by classes, which election may be held on
like notice at a special meeting of the stockholders called at the request in
writing of the holders of record of a least fie per cent. (5%) of the number of
shares of the Corporation then outstanding or, if such special meeting is not
called prior to the next annual meeting, at such next annual meeting; and such
special meeting may be called by the holders of record of at least five per
cent. (5%) of the outstanding shares, if not called promptly by a proper
officer of the Corporation upon such request, for which purpose such holders
shall have access to the stock books of the Corporation.

        In addition to any other approvals or consents herein required, or
required by the laws of the State of Delaware, the Corporation shall not,
without the consent of the holders of record of at least two-thirds of the
shares of Preferred Stock of the Corporation at the time outstanding, given
either by their affirmative vote as a separate class at a meeting called for
that purpose or in writing without a meeting,

                (a)  authorize any stock or class of stock or obligation or
      security convertible into stock having priority or preference over, or
      ranking on a parity with, the Preferred Stock as to dividends or assets,
      or authorize any additional Preferred Stock; or

                (b)  amend the provisions hereof or of any resolution or
      resolutions adopted by the Board of Directors pursuant to the provisions
      of Paragraph 1 of this Division A so as to affect adversely any of the
      preferences or other rights given to the Preferred Stock; provided,
      however, that if any such amendment would affect adversely one or more,
      but not all, series of Preferred Stock at the time outstanding, the
      consent of the holders of record of at



<PAGE>   53
                                       10



least two-thirds of the shares of each such series so affected, similarly given,
each voting as a separate series, shall be required in lieu of the consent of
the holders of record of two-thirds of the shares of Preferred Stock voting as
a class; or

        (c)  issue any shares of Preferred Stock, provided that no such consent
for issue of shares of the Preferred Stock either of any outstanding series or
of any new series shall be required if, (i) prior to the issue thereof and
prior to the adoption of the resolution of the Board of Directors authorizing
each such additional issue of Preferred Stock, the President or Treasurer of
the Corporation shall have certified to said Board, and each such resolution
shall declare it to be the opinion of the Board of Directors, that the
consolidated net earnings of the Corporation (as hereinafter defined) for a
period of twelve (12) consecutive calendar months out of the fifteen (15)
consecutive calendar months immediately preceding the month in which the
issuance of additional shares of Preferred Stock is authorized, shall have been
equal to at least three (3) times the annual dividend requirements on all
shares of Preferred Stock then outstanding, and on any shares of any class of
stock having preference or priority over or ranking on a party with the
Preferred Stock as to dividends and/or assets, and on the shares of Preferred
Stock proposed to be issued; (ii) immediately after the issue thereof the net
worth of the Corporation (as hereinafter defined) shall be in excess of 200% of
the fixed involuntary liquidating amount of each share of Preferred Stock then
outstanding and of each share of any class of stock having preference or
priority over or ranking on a parity with the Preferred Stock as to dividends
or assets and of each share of Preferred Stock proposed to be issued; (iii)
immediately after the issue thereof the consolidated net current assets of the
Corporation (as hereinafter defined) shall be in excess of 150% of the fixed
involuntary liquidating amount of each share of Preferred Stock then
outstanding and of each share of any class of stock having preference or
priority over or ranking on a parity with the Preferred Stock as to dividends
or assets and of each share of Preferred Stock proposed to be issued; and (iv)
full cumulative dividends for all past dividend periods and the then current
dividend period on the Preferred Stock shall have been paid or declared and set
apart for payment; or

        (d)  merge or consolidate with any other corporation or sell, lease or
transfer or otherwise dispose of all or substantially all of its assets if such
transaction would affect adversely any of the


<PAGE>   54
                                       11

        preferences or other rights of the Preferred Stock or the holders
        thereof, except that the corporation may merge or consolidate, or sell
        or dispose of all or substantially all of its assets, provided that (i)
        the Corporation shall be the continuing or surviving corporation, or the
        successor or acquiring corporation shall be organized under the laws of
        any state of the United States of America, and (ii) the Corporation as
        the continuing or surviving corporation or the successor or acquiring
        corporation, as the case may be, shall not, immediately after such
        merger or consolidation, or such sale or other disposition, be in
        default under any of the provisions of this Paragraph 5; and (iii) the
        surviving corporation, in the event of a consolidation or merger, will
        be a corporation primarily engaged in the finance business.

        Provided, however, that the exercise by the holders of the Preferred
Stock of their right to vote, as a class, upon any of the matters set forth in
subparagraphs (a) through (d) above shall not limit their general rights to vote
upon such matters, or any of them, together with the holders of the Common
Stock, neither class voting as a class.

        The term "consolidated net earnings of the Corporation", as used herein
and in Paragraph 1 of Division B hereof, means the net income of the Corporation
and its finance and insurance subsidiaries available for dividends for the
period in question, calculated to a date not earlier than the last day of the
fourth calendar month preceding the month in which the contemplated action
requiring the computation of consolidated net earnings is to be authorized, as
shown by a consolidated income statement prepared in accordance with generally
accepted accounting principles, duly certified or verified by the President or
the Treasurer of the Corporation or by the principal accounting officer of the
Corporation or by a firm of independent certified public accountants (who may be
the regular accountants of the Corporation) approved by the Board of Directors
of the Corporation, and said Board shall be fully protected in relying in good
faith thereon; provided, however, that, for the purposes of this Paragraph 5
only, each computation of consolidated net earnings may include, in the
discretion of the Corporation, the results of operations of finance or insurance
subsidiaries for the period in question applicable to stock of such subsidiaries
about to be acquired and which are to be owned by the Corporation at the time of
the taking, or as a result, of the proposed action in connection with which
consolidated net earnings are to be ascertained; and provided, further, that,
for the purposes of this Paragraph 5 only, the Corporation shall be entitled to
(but need not) include in the total gross income and the total operating
expenses of itself or its finance or insurance subsidiaries the results of the
operation of any finance or insurance business previously operated by others,
notwithstanding that such finance or insur-
<PAGE>   55
                                       12

ance business shall have been or is about to be acquired by it or a finance or
insurance subsidiary during or subsequent to the period for which consolidated
net earnings are being computed, if such property is about to be acquired and is
to be owned by the Corporation or a finance or insurance subsidiary at the time
of the taking, or as a result, of the proposed action in connection with which
consolidated net earnings of the Corporation are to be ascertained, but in any
such event the results of such operation for the whole of such period shall be
included as nearly as may be possible in the same manner as if such business had
been operated during such period by the Corporation or such subsidiary.

        The term "net worth of the Corporation", as used herein and in Paragraph
1 of Division B hereof, means the aggregate of the consolidated assets of the
Corporation and its finance and insurance subsidiaries, exclusive of deferred
charges (other than prepaid interest and taxes) and intangibles, including, but
not in limitation, good will, trade marks, trade names, patents and all other
intangibles, of the Corporation and its subsidiaries, less the aggregate of its
and their consolidated liabilities, excluding capital and surplus, all computed
in accordance with generally accepted accounting principles as of a date not
earlier than the last day of the fourth calendar month preceding the month in
which the contemplated action requiring the computation of the net worth of the
corporation is to be authorized.

        The term "consolidated net current assets of the Corporation", as used
herein and in Paragraph 1 of Division B hereof, means the net current assets of
the Corporation and its finance and insurance subsidiaries as of a date not
earlier than the last day of the fourth calendar month preceding the month in
which the contemplated action requiring the computation of consolidated net
current assets is to be authorized, as determined in accordance with generally
accepted accounting principles by deducting from the value of the cash, notes
and accounts receivable (less reserves), and marketable securities (taken at
cost or market value, whichever is less), all liabilities of the Corporation and
its subsidiaries other than capital and surplus.

        The term "subsidiary or subsidiaries", as used herein and in Paragraph 1
of Division B hereof, means any corporation of which the Corporation owns,
either directly or indirectly through one or more subsidiaries, more than 50% of
the stock having ordinary voting power for the election of directors; the term
"finance subsidiary" shall mean any subsidiary substantially all of the business
of which shall be the acquisition  and holding of notes, receivables and other
obligations; and the term "insurance subsidiary" shall mean any subsidiary
substantially all of the business of which shall be the insuring or reinsuring
of life insurance risks, accident and health risks, and multiple line risks, and
of acting as agent for the procuring of any such insurance business.
<PAGE>   56
                                       13

                           Division B -- Common Stock

        1. Dividend Rights: After full cumulative dividends for all past
dividend periods and the then current dividend period on the Preferred Stock
shall have been paid or declared and set apart for payment in accordance with
Paragraph 2 of Division A above, and after all funds at the time required to be
paid or set apart to provide for any purchase or sinking fund or funds which may
be prescribed pursuant to subparagraph (g) of Paragraph 1 of Division A above by
resolution or resolutions of the Board of Directors with respect to any series
of Preferred Stock have been so paid or set apart, dividends may be paid out of
any funds lawfully available therefor upon the Common Stock and upon any class
of stock ranking as to dividends or assets subordinate to the Preferred Stock
if, when and as declared by the Board of Directors in its discretion, and shares
of any outstanding class of stock of the Corporation ranking as to dividends or
assets subordinate to the Preferred Stock may be purchased, acquired, redeemed
or retired by the Corporation; provided that, so long as any shares of Preferred
Stock are outstanding, no dividends (other than a dividend payable in stock of
any class ranking as to dividends and assets subordinate to the Preferred Stock)
shall be paid on any stock other than the Preferred Stock and no expenditure on
account of the purchase, acquisition, redemption or other retirement (except in
exchange for other shares of stock, by conversion or otherwise, of the
Corporation or from the proceeds of the issue and sale of shares of any class of
stock ranking as to dividends and assets subordinate to the Preferred Stock) of
any outstanding stock of the Corporation, other than the Preferred Stock, shall
be made

        (a) if the aggregate amount of payments for all dividends on and
expenditures for the purchase, acquisition, redemption, or retirement of any
class of stock ranking subordinate to the Preferred Stock as to dividends or
assets (including the payment or expenditure then to be made but excluding
dividends paid in stock ranking subordinate to the Preferred Stock in both the
foregoing respects and after deducting from such expenditures any amounts
received by the corporation from the issue and sale of any class of stock
ranking subordinate to the Preferred Stock as to dividends and assets) made
subsequent to November 30, 1964, shall exceed the consolidated net earnings of
the Corporation from and after November 30, 1964, after deducting therefrom all
dividends on the Preferred Stock and all dividends on any class of stock having
preference or priority over or ranking on a parity with the Preferred Stock
either as to dividends or assets.
<PAGE>   57
                                       14

        (b) if the payment of such dividend or the making of such expenditures
shall or would thereby decrease the consolidated net current assets of the
Corporation below an amount equal to 150% of the fixed involuntary liquidating
amount of each share of Preferred Stock then outstanding and of each share of
any class of stock having preference or priority or ranking on a parity with
Preferred Stock as to dividends and assets and then outstanding;

        (c) if the payment of such dividend or the making of such expenditures
shall or would thereby decrease the net worth of the Corporation below an
amount equal to 200% of the fixed involuntary liquidating amount of each share
of Preferred Stock then outstanding and of each share of any class of stock
having preference or priority over or ranking on a parity with the Preferred
Stock as to dividends and assets and then outstanding; and

        (d) if the payment of such dividend or the making of such expenditures
shall or would decrease the earned surplus of the Corporation, computed in
accordance with generally accepted accounting principles, to an amount less
than one year's dividend requirements on all outstanding shares of Preferred
Stock and on all shares of each class of stock having preference or priority
over or ranking on a parity with the Preferred Stock as to dividends or assets
and then outstanding. Earned surplus accumulated prior to November 30, 1964,
out of which dividends may not be paid pursuant to subparagraph (a) of this
Paragraph 1, may be included in calculating the earned surplus of the
Corporation for the purposes of this subparagraph (d).

        For the purposes of the foregoing proviso, the terms (i) "consolidated
net earnings of the Corporation", (ii) "consolidated net current assets of the
Corporation", (iii) "net worth of the Corporation" and (iv) "subsidiary or
subsidiaries" shall have the same meanings as provided in Paragraph 5 of
Division A.

        2.  Distribution of Assets: In the event of any liquidation,
dissolution or winding up of the Corporation, or any reduction of its capital,
resulting in a distribution of its assets to its stockholders, whether
voluntary or involuntary, after there shall have been paid or set apart for the
holders of the Preferred Stock the full preferential amounts to which they are
entitled under the provisions of Paragraph 3 of Division A above, the holders
of the Common Stock shall be entitled to receive as a class, pro rata, the
remaining assets of the Corporation available for distribution to its 
stockholders.

<PAGE>   58
                                       15

        3.      Voting Power:  Except as provided in Paragraph 5 of Division A
above or as required by the laws of the State of Delaware, the holders of the
Common Stock shall, together with the holders of the Preferred Stock (neither
class voting as a class), possess full voting power for the election of
directors and all other purposes, and the holders of the Common Stock shall,
subject to the provisions of the By-laws of the Corporation and of the laws of
the State of Delaware relating to the fixing of the record date, be entitled to
one (1) vote for each share held by them, respectively, for all purposes.

        FIFTH:  The minimum amount of capital with which the Corporation will
commence business is One Thousand Dollars ($1,000.00).

        SIXTH:  The names and places of residence of the incorporators are as
follows:

<TABLE>
<CAPTION>
        <S>                             <C>
        S. H. Livesay                   Wilmington, Delaware
        J. F. Cook                      Wilmington, Delaware
        A. D. Grier                     Wilmington, Delaware
</TABLE>

        SEVENTH:  The Corporation is to have perpetual existence.

        EIGHT:  In furtherance and not in limitation of the powers conferred by
law, the Board of Directors of the Corporation is expressly authorized to make,
alter, amend or repeal the By-laws of the Corporation.

        NINTH:  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute and all rights conferred upon
stockholders herein are granted subject to this reservation.



<PAGE>   59

        IN WITNESS WHEREOF, we, the undersigned, being all of the incorporators
hereinabove named, have hereunto set our hands and seals this 17th day of July,
A. D. 1964.


                                            S. H. Livesay               (L.S.)
                                        --------------------------------------

                                            J. F. Cook                  (L.S.)
                                        --------------------------------------

                                            A. D. Grier                 (L.S.)
                                        --------------------------------------




                                       16
<PAGE>   60

STATE OF DELAWARE       )
                        )    SS.
COUNTY OF NEW CASTLE    )


        BE IT REMEMBERED that on this 17th day of July, A. D. 1964, personally
came before me, a Notary Public in and for the State of Delaware, S. H.
Livesay, J. F. Cook, and A. D. Grier, all of the parties to the foregoing
certificate of incorporation, known to me personally to be such, and they did
severally acknowledge the said certificate to be the act and deed of the
signers, respectively, and that the facts therein stated are truly set forth.

        GIVEN under my hand and seal of office the day and year aforesaid.



                                                 Howard K. Webb
                                        ---------------------------------
                                                 Notary Public

             HOWARD K WEBB
             NOTARY PUBLIC
        APPOINTED JUNE 27, 1964
           STATE OF DELAWARE
             TERM 2 YEARS




                                       17