CERTIFICATE OF INCORPORATION
                                       OF
                              ZIONS FINANCIAL CORP.

          FIRST. The name of the corporation is Zions Financial Corp.

          SECOND. The address of the corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

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

          FOURTH. The total number of shares which the corporation shall have
authority to issue is 100 shares of Common Stock, and all such shares are to be
without par value.

          FIFTH. The name and mailing address of the incorporator is Ann Y.
Chen, Sullivan & Cromwell, 1888 Century Park East, Los Angeles, California
90067.

          SIXTH. The board of directors of the corporation is expressly
authorized to adopt, amend or repeal by-laws of the corporation.

          SEVENTH. Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.

          EIGHTH. Any action required or permitted to be taken by the holders of
Common Stock of the corporation, including but not limited to the election of
directors, may be taken by written consent or consents but only if such consent
or consents are signed by all holders of Common Stock.

          NINTH. A director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as currently in effect or as the same may hereafter be amended. No amendment,
modification or repeal of this Article NINTH shall adversely affect any right or
protection of a director that exists at the time of such amendment, modification
or repeal.

          IN WITNESS WHEREOF, I have signed this certificate of incorporation
this 21st day of May, 2001.

                                                   /s/  Ann Y. Chen
                                            -----------------------------------
                                                        Ann Y. Chen