RESTATED ARTICLES OF INCORPORATION
 
     Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
 
1.   The present name of the corporation is CREDIT ACCEPTANCE
     CORPORATION.
 
2.   The corporation identification number (CID) assigned by the Bureau
     is 020-465.
 
3.   The former name of the corporation is AUTO FINANCE CORPORATION.
 
4.   The date of filing the original Articles of Incorporation was
     August 23, 1972.
 
     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:
 
ARTICLE I
 
     The name of the corporation is CREDIT ACCEPTANCE CORPORATION.
 
ARTICLE II
 
     The purpose or purposes for which the corporation is formed are to engage
in any activity within the purposes for which corporations may be organized
under the Michigan Business Corporation Act.
 
ARTICLE III
 
     The total authorized capital stock is:
 
     1. Common stock:  25,000,000 shares
 
        Preferred stock: 1,000,000 shares
 
     2. A statement of all or any of the relative rights, preferences and
        limitations of the shares of each class is as follows:
 
     Subject to the preferences accorded the holders of Preferred Stock pursuant
to these Articles of Incorporation or action of the Board of Directors taken
with respect to such preferences, holders of Common Stock are entitled to
receive such dividends as may be declared by the Board of Directors of the
corporation from time to time and, in the event of any liquidation, dissolution
or winding up of the corporation, the holders of Common Stock will be entitled
to receive pro rata all of the remaining assets of the corporation available for
distribution.  Each issued and outstanding share of Common Stock is entitled to
one vote.
 
     The Board of Directors of the corporation is authorized from time to time
to issue shares of Preferred
 
 
<PAGE>   2
 
Stock in one or more series, each series to bear a distinctive designation and
to have such relative rights, powers, preferences, limitations and restrictions
as shall be stated in the resolution or resolutions, when filed, shall
constitute amendments to these Articles of Incorporation.
 
ARTICLE IV
 
     The current resident agent is Allan V. Apple, 21301 Civic Center Drive,
Southfield, Michigan  48037.
 
ARTICLE V
 
 
     No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that the foregoing shall not eliminate or limit the
liability of a director for any of the following: (i) breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or knowing violation of
law; (iii) a violation of Section 551(1) of the Michigan Business Corporation
Act; (iv) a transaction from which the director derived an improper personal
benefit; or (v) an act or omission occurring prior to the date this article
becomes effective.  If the Michigan Business Corporation Act hereafter is
amended to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the corporation, in addition to
the limitation on personal liability contained herein, shall be limited to the
fullest extent permitted by the amended Michigan Business Corporation Act.  No
amendment or repeal of this Article V shall apply to or have any effect on the
liability or alleged liability of any director of the corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
 
ARTICLE VI
 
     Directors and officers of the corporation shall be indemnified in
connection with any actual or threatened action or proceeding (including civil,
criminal, administrative or investigative proceedings) arising out of their
service to the corporation or to another organization at the corporation's
request, and shall be paid expenses incurred in defending any such proceeding in
advance of its final disposition to the fullest extent permitted by law.
Persons who are not directors or officers of the Company may be similarly
indemnified in respect of such service to the extent authorized at any time by
the Board of Directors or the Bylaws of the corporation.  The provisions of this
Article shall be applicable to actions or proceedings commenced after the
adoption hereof, whether arising from acts or omissions occurring before or
after the adoption hereof, and to persons who have ceased to be directors,
officers or employees, and shall inure to the benefit of their heirs, executors
and administrators.  The right to indemnification and advancement of expenses
conferred hereunder shall be a contract right which may not be modified
retroactively without the written consent of the director or officer and shall
not be deemed exclusive of any other rights to indemnification or advancement of
expenses such person may have or to which such person may be entitled.
 
     If a claim under this Article VI is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the indemnitee may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim.  If successful in whole or in part in
any such suit or in a suit brought by the corporation to recover advances, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such claim.  In any action brought by the indemnitee to enforce a
right hereunder (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding
 
 
 
<PAGE>   3
 
 
in advance of its final disposition where the required undertaking has
been tendered to the corporation) it shall be a defense that, and in any
action brought by the corporation to recover advances the corporation
shall be entitled to recover such advances if, the indemnitee has not met
the applicable standard of conduct set forth in the Michigan Business
Corporation Act.  Neither the failure of the corporation (including its
Board of Directors, a committee of its Board of Directors, independent
legal counsel, or its shareholders) to have made a determination prior to
the commencement of such action that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Michigan Business Corporation Act,
nor an actual determination by the corporation (including its Board of
Directors, a committee of its Board of Directors, independent legal
counsel, or its shareholders) that the indemnitee has not met such
applicable standard of conduct, shall be a defense to an action brought
by the indemnitee or create a presumption that the indemnitee has not met
the applicable standard of conduct.  In any action brought by the
indemnitee to enforce a right hereunder or by the corporation to recover
payments by the corporation of advances, the burden of proof shall be on
the corporation.
 
     These Restated Articles of Incorporation were duly adopted on the
3rd day of March, 1992, in accordance with the provisions of Section 642
of the Michigan Business Corporation Act and were duly adopted by the
written consent of all the shareholders entitled to vote in accordance
with Section 407(2) of the Michigan Business Corporation Act.
 
     Signed this 10th day of March, 1992
 
     By /S/ Donald Foss
        ---------------------------
        (Signature)
 
        Donald Foss                          Chairman of the Board and CEO
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       (Type or Print Name)                     (Type or Print Title)
 
WHEN FILED, RETURN TO:
 
Mark A. Metz
Dykema Gossett
400 Renaissance Center
35th Floor
Detroit, Michigan  48243