CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION



IDS  Certificate  Company,  a corporation  organized  and existing  under and by
virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said Corporation has given written consent
to the  adoption of a  resolution  of  proposing  and  declaring  advisable  the
following amendment to the Certificate of Incorporation of said Corporation:

         RESOLVED,  That the  Certificate of  Incorporation  of IDS  Certificate
         Company be amended by adding a new Article  Thirteenth  set forth below
         in its entirety:

                  THIRTEENTH:  No  director  shall be  personally  liable to the
         Corporation or its stockholder for monetary  damages for breach of duty
         as a  director,  except  (i) for any breach of the  director's  duty of
         loyalty  to the  Corporation  or its  stockholder;  (ii)  for  acts  or
         omissions not in good faith or that involve intentional misconduct or a
         knowing  violation of law;  (iii) for acts or omissions  giving rise to
         liability under Section 174 of Delaware  General  Corporation Law; (iv)
         for any  transaction  from  which  the  director  derived  an  improper
         personal benefit; or (v) for any act or omission occurring prior to the
         adoption of this Article Thirteenth.

  SECOND:That  the sole  stockholder has given written consent to said amendment
  in accordance  with the  provisions of Section 228 of the General  Corporation
  Law of the State of Delaware.

  THIRD:  That the aforesaid  amendment was duly adopted in accordance  with the
  applicable  provisions of Sections 242 and 228 of the General  Corporation Law
  of the State of Delaware.



  IN WITNESS WHEREOF,  said IDS Certificate Company has caused t his certificate
  to be signed by Stuart A.  Sedlacek,  its  President,  and  attested by MaryJo
  Olson, its Assistant Secretary, this 12th day of September, 1995.

                                                       IDS CERTIFICATE COMPANY

                                                      /s/ Stuart A. Sedlacek
                                                          Stuart A. Sedlacek
                                                          President

  ATTEST:

  /s/Mary Jo Olson
     Mary Jo Olson
     Assistant Secretary