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  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 revised  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,  a
         knowing  violation  of  law,  willful  misfeasance,  bad  faith,  gross
         negligence or reckless  disregard of the duties involved in the conduct
         of the director's  office;  (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  this
certificate to be signed by Paula R. Meyer, its President,  and attested by Mary
Jo Olson, its Assistant Secretary, this ______day of April, 1999.




                             IDS CERTIFICATE COMPANY




                                            -----------------------------
                                                     President



ATTEST:




- ------------------------
Assistant Secretary