<PAGE>

                           CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                       NEW FIRST NATIONWIDE HOLDINGS INC.


                       ---------------------------------
                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware
                       ---------------------------------

     New First Nationwide Holdings Inc., a Delaware corporation (hereinafter
called the "Corporation"), does hereby certify as follows:


     FIRST: The Board of Directors of the Corporation duly approved and adopted
a resolution setting forth the following proposed amendment to the
Corporation's Certificate of Incorporation and directed that said amendment be
submitted to the sole stockholder of the Corporation for approval:


   Article FIRST of the Corporation's Certificate of Incorporation is hereby
   amended to read in its entirety as set forth below:


     FIRST: The name of the corporation is Golden State Holdings Inc.
   (hereinafter the "Corporation").


     SECOND: The foregoing amendment was duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.


     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed in its corporate name this 11th day of September, 1998.



                                     NEW FIRST NATIONWIDE HOLDINGS INC.



                                     By: /s/ Carl B. Webb
                                        --------------------------------------
                                        Name: Carl B. Webb
                                        Title: President
<PAGE>

                               State of Delaware

                        Office of the Secretary of State

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

     I, EDWARD J. FREEL, 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 "NEW FIRST NATIONWIDE HOLDINGS INC.", FILED IN THIS OFFICE ON
THE SEVENTEENTH DAY OF FEBRUARY, A.D. 1998, AT 3:30 O'CLOCK P.M.





                                     /s/ Edward J. Freel
                                     ------------------------------------------
                                     Edward J. Freel, Secretary of State

<PAGE>

                         CERTIFICATE OF INCORPORATION

                                       OF

                       NEW FIRST NATIONWIDE HOLDINGS INC.

     FIRST: The name of the Corporation is New First Nationwide Holdings Inc.
(hereinafter the "Corporation").

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Center Road, in the City of Wilmington, County of New
Castle. The name of its registered agent at that address is The Prentice-Hall
Corporation System, Inc.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock, each having a par
value of one dollar ($1.00).

     FIFTH: The name and mailing address of the Sole Incorporator is as
follows:

           Deborah M. Reusch
           P.O. Box 636
           Wilmington, DE 19899

     SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

     (1) The business and affairs of the Corporation shall be managed by or
   under the direction of the Board of Directors.

     (2) The directors shall have concurrent power with the stockholders to
   make, alter, amend, change, add to or repeal the By-Laws of the
   Corporation.

     (3) The number of directors of the Corporation shall be as from time to
   time fixed by, or in the manner provided in, the By-Laws of the
   Corporation. Election of directors need not be by written ballot unless the
   By-Laws so provide.

     (4) No director shall be personally liable to the Corporation or any of
   its stockholders for monetary damages for breach of fiduciary duty as a
   director, except for liability (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) pursuant to Section 174 of the GCL or (iv) for any
   transaction from which the director derived an improper personal benefit.
   Any repeal or modification of this Article SIXTH by the stockholders of the
   Corporation shall not adversely affect any right or protection of a
   director of the Corporation existing at the time of such repeal or
   modification with respect to acts or omissions occurring prior to such
   repeal or modification.

     (5) In addition to the powers and authority hereinbefore or by statute
   expressly conferred upon them, the directors are hereby empowered to
   exercise all such powers and do all such acts and things as may be
   exercised or done by the Corporation, subject, nevertheless, to the
   provisions of the GCL, this Certificate of Incorporation, and any By-Laws
   adopted by the stockholders; provided, however, that no By-Laws hereafter
   adopted by the stockholders shall invalidate any prior act of the directors
   which would have been valid if such By-Laws had not been adopted.

     SEVENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the GCL) 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.
<PAGE>

     EIGHTH: 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.


     I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of February, 1998.




                               /s/ Deborah M. Reusch
                               ------------------------------------------
                               Deborah M. Reusch
                               Sole Incorporator