<PAGE>
 
                                                                     EXHIBIT 3.1

                                                                          PAGE 1

                               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 "GOLDEN STATE BANCORP INC.", FILED IN THIS OFFICE ON THE NINTH 
DAY OF JUNE, A.D. 1997, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE 
COUNTY RECORDER OF DEEDS FOR RECORDING.


                              [SEAL APPEARS HERE]


                                         /s/ Edward J. Freel
                                         -----------------------------------
                [SEAL APPEARS HERE]          Edward J. Freel, Secretary of State

2760614  8100                                         AUTHENTICATION:  8505672

971189385                                                       DATE:  06-11-97
<PAGE>
 
                         CERTIFICATE OF INCORPORATION
                                      OF
                           GOLDEN STATE BANCORP INC.

         FIRST:    The name of this corporation is "Golden State Bancorp Inc."

         SECOND:   The address of this corporation's registered office in the 
State of Delaware is 1013 Centre Road in the City of Wilmington, County of New 
Castle. The name of its registered agent at such address is Corporation Service 
Company.

         THIRD:    The purpose of this corporation is to engage in any lawful 
act or activity for which corporations may be organized under the General 
Corporation Law of the State of Delaware.

         FOURTH:   The total number of shares of all classes of stock which this
corporation shall have authority to issue is one hundred fifty million
(150,000,000), of which one hundred million (100,000,000) shall be common stock,
par value $1.00 per share, and fifty million (50,000,000) shall be serial
preferred stock, par value $1.00 per share.

         The shares of preferred stock may be issued from time to time in one or
more series. The board of directors of this corporation shall have authority to 
fix by resolution or resolutions the designations and the powers, preferences 
and relative, participating, optional or other special rights and 
qualifications, limitations or restrictions thereof, including without 
limitation the voting rights, dividend rate, conversion rights, redemption price
and liquidation preference, of any series of shares of preferred stock, to fix
the number of shares of any such series, and to increase or decrease the number
of shares of any such series (but not below the number of shares thereof then
outstanding). In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series.

         FIFTH:    The name and mailing address of the incorporator of this 
corporation is:

        
               Glendale Federal Bank, Federal Savings Bank
               414 North Central Avenue
               Glendale, California 91203

         SIXTH:    The business and affairs of this corporation shall be under
the direction of a board of directors. The authorized number of directors shall
in no case be fewer than five nor more than fifteen. The exact number of
directors is hereby initially fixed at nine, but may be changed to different
numbers from time to time by the board of directors pursuant to resolutions
adopted by the affirmative vote of a majority of the entire board of directors.
<PAGE>
 
     A.   Election of Directors. The directors of this corporation shall be
          ---------------------
divided into three classes, as nearly equal in number as possible: the first
class, the second class and the third class. Each director shall serve for a
term ending on the third annual meeting following the annual meeting at which
such director was elected; provided, however, that the directors first elected
                           -----------------    
to the first class serve for a term ending upon the election of directors at the
annual meeting next following the end of the calendar year 1996, the directors
first elected to the second class shall serve for a term ending upon the
election of directors at the second annual meeting next following the end of the
calendar year 1996, and the directors first elected to the third class shall
serve for a term ending upon the election of directors at the third annual
meeting next following the end of the calendar year 1996.

     At each annual election commencing at the first annual meeting of 
stockholders, the successors to the class of directors whose term expires at 
that time shall be elected by the stockholders to hold office for a term of 
three years to succeed those directors whose term expires, so that the term of 
one class of directors shall expire each year, unless, by reason of any 
intervening changes in the authorized number of directors, the board of 
directors shall have designated one or more directorships whose term then 
expires as directorships of another class in order more nearly to achieve 
equality of number of directors among the classes of directors.

     Notwithstanding the requirement that the three classes of directors shall
be as nearly equal in number of directors as possible, in the event of any
change in the authorized number of directors, each director then continuing to
serve as such shall nevertheless continue as a director of the class of which he
or she is a member until the expiration of his or her current term, or his or
her prior resignation, disqualification, disability or removal. Stockholders
shall be entitled to cumulate votes in the election of directors in the manner
provided in Section 214 of the Delaware General Corporation Law.

     B.   Newly Created Directorships and Vacancies. Any vacancies on the board
          ------------------------------------------   
of directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by the affirmative vote of a
majority of directors then in office, although less than a quorum, or by the
sole remaining director, or, in the event of the failure of the directors or
sole remaining director so to act, by the stockholders at the next election of
directors; provided, that if the holders of any class or classes of stock or
series thereof of this corporation, voting separately, are entitled to elect one
or more directors, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected. Directors so chosen shall hold office for a term expiring
at the annual meeting of stockholders at which the term of the class to which
they have been elected expires. A director elected to fill a vacancy by reason
of an increase in the number of directorships shall be elected by a majority
vote of the directors then in office, although less than a quorum of the board
of directors, to serve until the next election of the class for which such
director shall have been chosen. If the number of directors is changed, any
increase or decrease shall be apportioned among the three classes so as to make
all classes
                                      -2-
<PAGE>
 
    as nearly equal in number as possible. If, consistent with the preceding
    requirement, the increase or decrease may be allocated to more than one
    class, the increase or decrease may be allocated to any such class the board
    of directors selects in its discretion. No decrease in the number of
    directors constituting the board of directors shall shorten the term of any
    incumbent director.

        C.  Removal.  A director may be removed only for cause as determined by 
            -------
    the affirmative vote of the holders of at least a majority of the shares
    then entitled to vote in an election of directors, which vote may only be
    taken at a meeting of stockholders called expressly for that purpose. Cause
    for removal shall be deemed to exist only if the director whose removal is
    proposed has been convicted of a felony by a court of competent jurisdiction
    or has been adjudged by a court of competent jurisdiction to be liable for
    gross negligence or misconduct in the performance of such director's duty to
    the corporation and such adjudication is no longer subject to direct appeal.

        SEVENTH:

    A.  Higher Vote Required for Certain Business Combinations.  In addition
        ------------------------------------------------------
to any affirmative vote of holders of a class or series of capital stock of this
corporation required by law or the provisions of this Certificate of
Incorporation and except as otherwise expressly provided in Paragraph B of this
Article SEVENTH, a Business Combination (as hereinafter defined) with or upon a
proposal by a Related Person (as hereinafter defined) shall be approved only
upon the affirmative vote of the holders of at least two-thirds of the Voting
Stock (as hereinafter defined) of this corporation voting together as a single
class. Such affirmative vote shall be required notwithstanding the fact that no
vote may be required, or that a lesser percentage may be specified, by law or
regulation.

        B.  When higher vote is not required.  The provisions of Paragraph A of 
            --------------------------------
this Article SEVENTH shall not be applicable to any particular Business
Combination and such Business Combination shall require only such affirmative
vote as is required by law, regulation or any other provision of this
Certificate of Incorporation, if all of the conditions specified in any one of
the following Subparagraphs (i), (ii) or (iii) are met:

         (i)   Approval by Directors.  The Business Combination has been 
               ---------------------
     approved by a vote of a majority of all the Continuing Directors (as
     hereinafter defined); or

         (ii)  Combination with Subsidiary.  The Business Combination is solely 
               ---------------------------
     between this corporation and a subsidiary of this corporation and such
     Business Combination does not have the direct or indirect effect set forth
     in Subparagraph C(ii)(e) of this Article SEVENTH; or

         (iii) Price and Procedural Conditions.  The proposed Business 
               -------------------------------
     Combination will be consummated within three years after the date the
     Related Person became a Related Person (the "Determination Date") and all
     of the following conditions have been met:

                                      -3-
<PAGE>
 
     (a) The aggregate amount of cash and fair market value (as of the date of 
the consummation of the Business Combination) of consideration other than cash, 
to be received per share of common stock in such Business Combination by holders
thereof shall be at least equal to the highest of the following: (x) the highest
per share price, including any brokerage commissions, transfer taxes and 
soliciting dealers' fees (with appropriate adjustments for recapitalizations, 
reclassifications, stock splits, reverse stock splits and stock dividends) paid 
by the Related Person for any shares of common stock acquired by it, including 
those shares acquired by the Related Person before the Determination Date, or 
(y) the fair market value of the common stock of the corporation (as determined 
by the Continuing Directors) on the date the Business Combination is first 
proposed (the "Announcement Date").

     (b) The aggregate amount of cash and fair market value (as of the date of
the consummation of the Business Combination) of consideration other than cash,
to be received per share of any class or series of preferred stock in such
Business Combination by holders thereof shall be at least equal to the highest
of the following: (x) the highest per share price, including any brokerage
commissions, transfer taxes and soliciting dealers' fees (with appropriate
adjustments for recapitalizations, reclassifications, stock splits, reverse
stock splits and stock dividends) paid by the Related Person for any shares of
such class or series of preferred stock acquired by it, including those shares
acquired by the Related Person before the Determination Date; (y) the fair
market value of such class or series of preferred stock of the corporation (as
determined by the Continuing Directors) on the Announcement Date; and (z) the
highest preferential amount per share of such class or series of preferred stock
to which the holders thereof would be entitled in the event of voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
corporation (regardless of whether the Business Combination to be consummated
constitutes such an event).

     (c) The consideration to be received by holders of a particular class or 
series of outstanding common or preferred stock shall be in cash or in the same 
form as the Related Person has previously paid for shares of such class or 
series of stock. If the Related Person has paid for shares of any class or 
series of stock with varying forms of consideration, the form of consideration 
given for such class or series of stock in the Business Combination shall be 
either cash or the form used to acquire the largest number of shares of such 
class or series of stock previously acquired by it.

     (d) No Extraordinary Event (as hereinafter defined) occurs after the 
Related Person has become a Related Person and prior to the consummation of the 
Business Combination.

     (e) A proxy or information statement describing the proposed Business 
Combination and complying with the requirements of the Securities Exchange Act

                                      -4-
<PAGE>
 

                          of 1934, as amended, and the rules and regulations 
                          thereunder (or any subsequent provisions replacing
                          such Act, rules or regulations) is mailed to public
                          stockholders of the corporation at least 30 days prior
                          to the consummation of such Business Combination
                          (whether or not such proxy of information statement is
                          required pursuant to such Act or subsequent
                          provisions, although such proxy or information
                          statement need only be filed with the Securities and
                          Exchange Commission if a filing is required by such
                          Act or subsequent provisions) and shall contain at the
                          front thereof in a prominent place the recommendation,
                          if any, of the Continuing Directors as to the
                          advisability or inadvisability of the Business
                          Combination and of any investment banking firm
                          selected by a majority of the Continuing Directors as
                          to the fairness of the Business Combination from the
                          point of view of the stockholders of the corporation
                          other than the Related Person.

                          C.   Certain Definitions.  For purposes of this 
                               ------------------- 
                    Article SEVENTH:

                          (i) The term "person" shall mean any individual,
                    corporation, partnership, limited liability company, bank,
                    association, joint stock company, trust, syndicate,
                    unincorporated organization or similar company, or a group
                    of "persons" acting or agreeing to act together for the
                    purpose of acquiring, holding, voting or disposing of
                    securities of the corporation, including any group of
                    "persons" seeking to combine or pool their voting or other
                    interests in the equity securities of the corporation for a
                    common purpose, pursuant to any contract, understanding,
                    relationship, agreement or other arrangement, whether
                    written or otherwise.
                    
                         (ii) "Business Combination" shall mean any of the
                    following transactions, when entered into by this
                    corporation or a subsidiary of this corporation with, or
                    upon a proposal by, a Related Person:

                              (a)  the acquisition, merger or consolidation of 
                         this corporation or any subsidiary of this corporation;
                         or
                  
                              (b)  the sale, lease, exchange, mortgage, pledge, 
                         transfer or other disposition (in one or a series of
                         transactions) of any assets of this corporation or any
                         subsidiary of this corporation having an aggregate fair
                         market value of $25 million or more; or

                              (c)  the issuance of transfer by this corporation
                         or any subsidiary of this corporation (in one or a
                         series of transactions) of securities of this
                         corporation or that subsidiary having an aggregate fair
                         market value of $25 million or more; or

                              (d)  the adoption of a plan or proposal for the 
                         liquidation or dissolution of this corporation; or

                              (e)  the reclassification of securities (including
                         a reverse stock split), recapitalization, consolidation
                         or any other transaction (whether or not involving a

                                      -5-

<PAGE>
 
     Related Person) which has the direct or indirect effect of increasing the
     voting power, whether or not then exercisable, of a Related Person in any
     class or series of capital stock of this corporation or any subsidiary of
     this corporation; or

          (f)  any agreement, contract or other arrangement providing directly 
     or indirectly for any of the foregoing or any amendment or repeal of this 
     Article SEVENTH.

     (iii) "Related Person" shall mean any person (other than this corporation, 
a subsidiary of this corporation, or any profit sharing, employee stock 
ownership or other employee benefit plan of this corporation or a subsidiary of 
this corporation or any trustee of or fiduciary with respect to any such plan 
acting in such capacity) that is the direct or indirect beneficial owner (as 
defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, 
as in effect on January 1, 1997) of more than ten percent (10%) of the 
outstanding Voting Stock of this corporation, and any Affiliate or Associate of 
any such person.

     (iv) "Continuing Director" shall mean any member of the board of directors 
of this corporation who is not affiliated with a Related Person and who was a 
member of the board of directors of this corporation immediately prior to the 
time that the Related Person became a Related Person, and any successor to a 
Continuing Director who is not affiliated with the Related Person and is 
recommended to succeed a Continuing Director by a majority of Continuing 
Directors who are then members of the board of directors of this corporation.

     (v)  "Affiliate" and "Associate" shall have the respective meanings 
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934, 
as in effect on January 1, 1997.

     (vi) "Extraordinary Event" shall mean, as to any Business Combination and 
Related Person, any of the following events that is not approved by a majority 
of all Continuing Directors:

          (a)  any failure to declare and pay at the regular date therefor any 
     full quarterly dividend (whether or not cumulative) on outstanding
     preferred stock; or

          (b)  any reduction in the annual rate of dividends paid on the common 
     stock (except as necessary to reflect any subdivision of the common stock);
     or

          (c)  any failure to increase the annual rate of dividends paid on the
     common stock as necessary to reflect any reclassification (including any
     reverse stock split), recapitalization, reorganization or any similar
     transaction that has the effect of reducing the number of outstanding
     shares of the common stock; or

                                      -6-

<PAGE>
 
              (d) the receipt by the Related Person, after the Determination
          Date, of a direct or indirect benefit (except proportionately as a 
          stockholder) from any loans, advances, guarantees, pledges or other
          financial assistance or any tax credits or other tax advantages
          provided by this corporation or any subsidiary of this corporation,
          whether in anticipation of or in connection with the Business
          Combination or otherwise.

          (vii)   A majority of all Continuing Directors shall have the power to
     make all determinations with respect to this Article SEVENTH, including,
     without limitation, the transactions that are Business Combinations, the
     persons who are Related Persons, the time at which a Related Person became
     a Related Person, and the fair market value of any assets, securities or
     other property, and any such determinations of such Continuing Directors
     shall be conclusive and binding.

          (viii)  "Voting Stock" shall mean all outstanding shares of the common
     or preferred stock of this corporation entitled to vote generally in the
     election of directors and each reference to a proportion of Voting Stock
     shall refer to shares constituting such proportion of the number of shares
     entitled to be cast, excluding all shares beneficially owned or controlled
     by the Related Person.

          (ix)    In the event of any Business Combination in which this
     corporation survives, the phrase "consideration other than cash" as used in
     Paragraphs B(iii)(a) and B(iii)(b) of this Article SEVENTH shall include
     the shares of common stock and/or the shares of any class of preferred or
     other stock retained by the holders of such shares.

          D.  No Effect on Fiduciary Obligations of Related Persons.  Nothing
              -----------------------------------------------------
     contained in this Article SEVENTH shall be construed to relieve any 
     Related Person from any fiduciary obligation imposed by law.

          EIGHTH:     Special meetings of the stockholders may be called by
     the Chairman of the Board of Directors of this Corporation or by a 
     majority of the directors then in office.

          NINTH:      This 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 statue.
     Nothwithstanding the foregoing, the affirmative vote of the holders of at
     least two-thirds (or such greater proportion as may otherwise be required
     pursuant to any specific provision of this Certificate of Incorporation) of
     the total votes eligible to be cast at a legal meeting shall be required to
     amend, repeal or adopt any provisions inconsistent with Articles
     SIXTH, SEVENTH, EIGHTH, this Article NINTH and Articles TENTH, ELEVENTH,
     TWELFTH, THIRTEENTH and FOURTEENTH of this Certificate of Incorporation.

          TENTH:      Bylaws may be adopted, amended or repealed by the
     affirmative vote of the holders of at least two-thirds of the total votes
     eligible to be cast at a legal meeting of stockholders or by a resolution 
     adopted by a majority of the directors then in office.

                                    -7-   
<PAGE>
 
          ELEVENTH:  Any action required to be taken or which may be taken at 
any annual or special meeting of the stockholders of this corporation may be 
taken by written consent without a meeting if a consent in writing, setting 
forth the action so taken, shall be signed by all of the stockholders of this 
corporation entitled to vote thereon.

          TWELFTH:  Stockholder nominations of persons for election as directors
of this corporation and stockholders proposal must, in order to be voted upon, 
be made in writing and delivered to the secretary of this corporation at least
five days, or such other period as may be provided in the bylaws, prior to the
date of the meeting at which such nominations or proposals are proposed to be
voted upon.

          THIRTEENTH:  A director of this corporation shall not be personally 
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except: (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 Delaware General Corporation 
Law, or (iv) for any transaction from which the director derived any improper 
personal benefit.  If the Delaware General Corporation Law is hereafter amended 
to further eliminate or limit the personal liability of directors, then the 
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

          Any repeal or modification of the foregoing paragraph 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.

          FOURTEENTH: A. Actions, Suits or Proceedings Other than by or in the 
                         -----------------------------------------------------
Right of the Corporation.  The corporation shall indemnify any person who was or
------------------------
is a party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by 
reason of the fact that he or she is or was or has agreed to become a director 
or officer of the corporation, or is or was serving or has agreed to serve at 
the request of the corporation as a director or officer or another corporation, 
partnership, joint venture, trust or other enterprise, or by reason of any 
action alleged to have been taken or omitted in such capacity, against costs, 
charges, expenses (including attorneys' fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred by him or her on his or her 
behalf in connection with such action, suit or proceeding and any appeal 
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be within the scope of his or her authority and in, or not opposed 
to, the best interests of the corporation, and, with respect to any criminal 
action or proceeding, had no reasonable cause to believe his or her conduct was 
unlawful.  The termination of any action, suit or proceeding by judgement, 
order, settlement, conviction, or upon a plea of nolo contendere or its 
                                                 ---------------
equivalent, shall not, of itself, create a presumption that the person did not 
act in good faith and in a manner which he or she reasonably believed to be 
within the scope of his or her authority and in, or not opposed to, the best 
interests of the corporation or, with respect to any criminal action or 
proceeding, had reasonable cause to believe that his or her conduct was 
unlawful.

                                      -8-
<PAGE>
 
          B. Actions or Suits by or in the Right of the Corporation.  The 
            -------------------------------------------------------
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in 
the right of the corporation to procure a judgement in its favor by reason of 
the fact that he or she is or was or has agreed to become a director or officer 
of the corporation, or is or was serving or has agreed to serve at the request 
of the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to 
have been taken or omitted in such capacity, against cost, charges and expenses 
(including attorneys' fees) actually and reasonable incurred by him or her or on
his or her behalf in connection with the defense or settlement of such action or
suit and any appeal therefrom, if he or she acted in good faith and in a 
manner he or she reasonably believed to be within the scope of his or her 
authority and in, or not opposed to, the best interests of the corporation, 
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the 
corporation unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon 
application that, despite the adjudication of such liability but in view of all 
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such costs, charges and expenses which the Court of Chancery or 
such other court shall deem proper.

          C. Indemnification for Costs, Charges and Expenses of Successful 
             ------------------------------------------------------------- 
Party. Notwithstanding the other provisions of this Article FOURTEENTH, to the 
-----
extent that a director or officer has been successful, on the merits or 
otherwise, including, without limitation, the dismissal of an action without 
prejudice, in defense of any action, suit or proceeding referred to in Sections 
A and B of this Article FOURTEENTH, or in defense of any claim, issue or matter 
therein, he or she shall be indemnified against all costs, charges and expenses 
(including attorneys' fees) actually and reasonably incurred by him or her on 
his or her behalf in connection therewith.

          D. Determination of Right to Indemnification. Any indemnification 
             -----------------------------------------
under Sections A and B of this Article FOURTEENTH (unless ordered by a court) 
shall be paid by the corporation unless a determination is made (i) by the board
of directors by a majority vote of the directors who were not parties to such 
action, suit or proceeding, or if such majority of disinterested directors so 
directs, (ii) by independent legal counsel in a written opinion, or (iii) by the
stockholders, that indemnification of the director or officer is not proper in 
the circumstances because he or she has not met the applicable standard of 
conduct set forth in Sections A and B or this Article FOURTEENTH.

          E. Advance of Costs, Charges and Expenses.  Costs, charges and 
             --------------------------------------
expenses (including attorneys' fees) incurred by a person referred to in 
Sections A or B of this Article FOURTEENTH in defending a civil or criminal 
action, suit or proceeding shall be paid by the corporation in advance of the 
final disposition of such action, suit or proceeding; provided, however, that 
                                                      --------  -------
the payment of such costs, charges and expenses incurred by a director or 
officer in his or her capacity as a director or officer (and not in any other 
capacity in which service was or is rendered by such person while a director or 
officer) in advance of the final disposition of such action, suit or proceeding 
shall be made only on receipt of an undertaking by or on behalf of the director 
or officer to repay all amounts so advanced in the event that it shall 
ultimately be determined that such director or officer is not

                                      -9-
<PAGE>
 

entitled to be indemnified by the corporation as authorized in this Article 
FOURTEENTH.  Such costs, charges and expenses incurred by other employees and 
agents may be so paid upon such terms and conditions, if any, as the majority 
of the directors deems appropriate.  The majority of the directors may, in the
manner set forth above, and upon approval of such director or officer of the 
corporation, authorize the corporation's counsel to represent such person, in 
any action, suit or proceeding, whether or not the corporation is a party to 
such action, suit or proceeding.

          F. Procedure for Indemnification.  Any indemnification under Sections 
             ----------------------------- 
A, B or C or advance of costs, charges and expenses under Section E of this 
Article FOURTEENTH shall be made promptly, and in any event within 60 days, upon
the written request of the director or officer.  The right to indemnification or
advances as granted by this Article FOURTEENTH shall be enforceable by the 
director or officer in any court of competent jurisdiction, if the corporation 
denies such request, in whole or in part, or if no disposition thereof is made 
within 60 days.  Such person's costs and expenses incurred in connection with 
successfully establishing his or her right to indemnification, in whole or in 
part, in any such action shall also be indemnified by the corporation.  It shall
be a defense to any such action (other than an action brought to enforce a claim
for the advance of costs, charges and expenses under Section E of this Article 
FOURTEENTH where the required undertaking, if any, has been received by the 
corporation) that the claimant has not met the standard of conduct set forth in 
Sections A or B of this Article FOURTEENTH, but the burden of proving such 
defense shall be on the corporation. Neither the failure of the corporation
(including its board of directors, its independent legal counsel and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Sections A or B of this Article FOURTEENTH, or the fact that there has been an
actual determination by the corporation (including its board of directors, its
independent legal counsel and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

          G. Settlement. The corporation shall not be obligated to reimburse the
             ----------
costs of any settlement to which it has not agreed. If any action, suit or
proceeding, including any appeal, within the scope of Sections A or B of this
Article FOURTEENTH, the person to be indemnified shall have unreasonably failed
to enter into a settlement thereof offered or assented to by the opposing party
or parties in such action, suit or proceeding, then, notwithstanding any other
provision hereof, the indemnification obligation of the corporation to such
person in connection with such action, suit or proceeding shall not exceed the 
total of the amount at which settlement could have been made and the expenses 
incurred by such person prior to the time such settlement could reasonable 
have been effected.

          H. Subsequent Amendment.  No amendment, termination or repeal of this 
             --------------------
Article FOURTEENTH or of relevant provisions of the Delaware General Corporation
Law or any other applicable laws shall affect or diminish in any way the rights
of any director or officer of the corporation to indemnification under the
provisions hereof with respect to any action, suit or

                                     -10-

<PAGE>
 
proceeding arising out of, or relating to, any actions, transactions or facts 
occurring prior to the final adoption of such amendment, termination or repeal.

          I.  Other Rights: Continuation of Right to Indemnification.  The 
              ------------------------------------------------------     
indemnification provided by this Article FOURTEENTH shall not be deemed
exclusive of any other rights to which a director, officer, employee or agent
seeking indemnification may be entitled under any law (common or statutory),
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in any other capacity
while holding office or while employed by or acting as agent for the
corporation, 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 estate, heirs,
executors and administrators of such person. Nothing contained in this Article
FOURTEENTH shall be deemed to prohibit, and the corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures different from those set forth herein. All
rights to indemnification under this Article FOURTEENTH is in effect. This
Article FOURTEENTH shall be binding upon any successor corporation to this
corporation, whether by way of acquisition, merger, consolidation or otherwise.

          J. Savings Clause. If this Article FOURTEENTH or any portion hereof
             --------------
shall be invalidated on any ground by any court of competent jurisdiction, then 
the corporation shall nevertheless indemnify each director or officer of the 
corporation as to any costs, charges, expenses (including attorney's fees), 
judgments, fines and amounts paid in settlement with respect to any action, 
suit or proceeding, whether civil, criminal, administrative or investigative, 
including an action by or in the right of the corporation, to the full extent 
permitted by any applicable portion of this Article FOURTEENTH that shall not 
have been invalidated and to the full extent permitted by applicable law.

          K. Subsequent Legislation.  If the Delaware General Corporation Law is
             ---------------------- 
hereafter amended to further expand the indemnification permitted to directors 
and officers of the corporation, then the corporation shall indemnify such 
persons to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.

                                     -11-



<PAGE>
 
     THE UNDERSIGNED, being the sole incorporator herein before named, for the 
purpose of forming a corporation pursuant to the General Corporation Law of the 
State of Delaware, does hereby make, file and record this Certificate of 
Incorporation, hereby declaring and certifying that this is its act and deed and
that the facts stated herein are true this 20th day of May 1997.
                                           ----

                                    GLENDALE FEDERAL BANK, FEDERAL
                                    SAVINGS BANK

                                    By   /s/ Stephen J. Trafton
                                       -----------------------------------
                                    Name:  Stephen J. Trafton
                                    Title: Chairman of the Board,
                                           Chief Executive Officer and
                                           President

    

                                    Attest:

    
                                    /s/ James R. Eller
                                    ---------------------------------------
                                    Name:  James R. Eller
                                    Title: Secretary

                                     -12-