<PAGE>

                                                                Exhibit 3(a)

                                  Delaware
                           -----------------------
                               The First State

         I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
RESTATED CERTIFICATE OF "AMERICAN EXPRESS CERTIFICATE COMPANY", CHANGING ITS
NAME FROM "AMERICAN EXPRESS CERTIFICATE COMPANY" TO "AMERIPRISE CERTIFICATE
COMPANY", FILED IN THIS OFFICE ON THE FIRST DAY OF AUGUST, A.D. 2005, AT
9:50 O'CLOCK A.M.

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




                                                  /s/ Harriet Smith Windsor
                                  -----------------------------------------

                                  Harriet Smith Windsor, Secretary of State


0845173   8100                                       AUTHENTICATION: 4059475
050629588                                                     DATE: 08-01-05






<PAGE>
<PAGE>


                                                            State of Delaware
                                                           Secretary of State
                                                     Division of Corporations
                                                Delivered 09:50 AM 08/01/2005
                                                    Filed 09:50 AM 08/01/2005
                                                  SRV050629588 - 0845173 FILE

                            AMENDED AND RESTATED
                        CERTIFICATE OF INCORPORATION
                                     OF
                    AMERICAN EXPRESS CERTIFICATE COMPANY

American Express Certificate Company (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "General Corporation Law"), hereby certifies as follows:

     1.   The Corporation was originally incorporated under the General
          Corporation Law on October 28, 1977, under the name Investors
          Certificate Company. On April 2, 1984, a certificate of amendment
          was filed changing the name of the Corporation to IDS Certificate
          Company. On February 14, 2000, a certificate of amendment was filed
          changing the name of the Corporation to American Express
          Certificate Company, effective as of April 26, 2000.

     2.   A resolution proposing and declaring advisable the adoption of an
          Amended and Restated Certificate of Incorporation was duly adopted
          by the Corporation's Board of Directors pursuant to the applicable
          provisions of Sections 242 and 245 of the General Corporation Law.

     3.   The sole shareholder has given written consent to the adoption of
          the Amended and Restated Certificate of Incorporation in
          accordance with the provisions of Section 228 of the General
          Corporation Law.

     4.   The following Amended and Restated Certificate of Incorporation
          restates and integrates and further amends the provisions of the
          Certificate of Incorporation of the Corporation to change the name
          of the Corporation to Ameriprise Certificate Company.

     5.   The text of the Amended and Restated Certificate of Incorporation
          is hereby amended and restated in its entirety as follows:

FIRST: The name of the Corporation is Ameriprise Certificate Company.

SECOND: The Corporation's registered office in the State of Delaware is to
be located at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name and address of its registered
agent is The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801.

THIRD: The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware, and, without
limiting the generality of the foregoing;

                                     2

<PAGE>
<PAGE>



     (a)  To engage in an investment business which shall include, without
          limiting the generality of said words, the business of executing,
          making, issuing, negotiating, selling and otherwise disposing of
          investment contracts, and any or all of such things, and the doing
          of any act or thing incident to or necessary or convenient for the
          executing, making, issuing, negotiating, selling or disposing of
          said contracts or the performance thereof; and the words
          "investment contracts" shall include, without limiting the
          generality of said words, any security, contract, agreement,
          certificate, face amount certificate, instrument or writing
          containing or representing an obligation or a guarantee by the
          Corporation to pay the holder thereof, or his assignee or personal
          representatives, or any other person, corporation, society, firm
          or association, a stated or determinable sum or sums in cash or
          its equivalent, at a specified or determinable future date or
          dates, the consideration for which consists of payments made or to
          be made to the Corporation in installments or periodically of a
          stated or determinable amount or in a single sum, regardless of
          whether the holder thereof is or may be entitled to share in the
          profits or earnings of the Corporation or to receive additional
          credits or sums therefrom.

     (b)  To manufacture, construct, produce, acquire, own, possess, encumber
          and dispose of property, real, personal and mixed, of every kind
          and nature, tangible or intangible, and every right and interest
          therein, and wherever situated, whether within or without the
          State of Delaware, and to enjoy and exercise in respect thereto
          all of the rights, powers and privileges of ownership and
          possession.

     (c)  To lend or borrow money, with or without security, and to enter
          into any contract, which may seem to the Corporation to be
          necessary, expedient or convenient to carrying on or conducting
          its business, and to draw, make, accept, endorse, discount, execute
          and issue promissory notes, drafts, bills of exchange, warrants,
          bonds, debentures, and negotiable or transferable securities,
          instruments and evidences of indebtedness, either secured or
          unsecured.

     (d)  To act for others as agent, factor, broker or manager in the
          acquisition, disposal, financing, encumbering, management and care
          of real and personal property of every kind and nature and
          wherever situated or in the operation or conduct of any business.

     (e)  To acquire, engage in and conduct, and dispose of any business of
          any kind or nature which may seem to the Corporation to be capable
          of being conveniently carried on and conducted in connection with
          said investment business or calculated, directly or indirectly, to
          further said business or to enhance the value of the Corporation's
          property or business.

     (f)  To buy, sell and deal in any and all kinds of insurance and surety
          bonds either for itself or as agents or brokers for others, but
          not to issue or enter into contracts of insurance as insurer.

     (g)  To acquire, hold, mortgage, pledge or dispose of the shares,
          bonds, securities and evidences of indebtedness of any person,
          firm or corporation, and while the owner or holder of any such
          shares, bonds, securities, and evidences of indebtedness to
          exercise all the rights, powers and privileges of ownership,
          including the right to vote the same.

                                     3

<PAGE>
<PAGE>

(h)      To do any or all of the things therein before set forth in the same
         manner, to the same extent and as fully as natural persons might or
         could do, and in any part of the world, as principal, agent,
         contractor or otherwise, for itself or others and either alone or
         jointly or in association with others.

IN FURTHERANCE AND NOT IN LIMITATION of the general powers conferred by the
laws of the State of Delaware, and the purposes herein set forth, it is
expressly provided that this Corporation shall also have the following
powers:

     1.   To take, purchase, or otherwise acquire, own, hold, deal in,
          mortgage or otherwise lien, and to lease, sell, exchange,
          transfer, or in any manner whatever dispose of real property
          within or without the State of Delaware, wherever situated.

     2.   To manufacture, purchase or otherwise acquire in any lawful manner
          and to hold, own, mortgage, pledge, sell, assign, transfer or in
          any manner dispose of, and to invest, trade, and deal in and with
          goods, wares, merchandise, and real and personal property of any
          and every class and description, and in any part of the world.

     3.   To acquire the goodwill, rights, and property, and to undertake
          the whole or any part of the assets or liabilities of any person,
          firm, association or corporation; to pay for the same in cash, the
          stock of this company, bonds or otherwise; to hold or in any
          manner to dispose of the whole or any part of the property so
          purchased; to conduct in any lawful manner the whole or any part
          of the business so acquired, and to exercise all the powers
          necessary or convenient in and about the conduct and management of
          such business.

     4.   To acquire, apply for, register, purchase, hold, own, use, sell,
          assign, lease, grant licenses or territorial rights in respect of,
          mortgage or otherwise dispose of Letters Patent of the United
          States or of any foreign country, patent rights, licenses and
          privileges, inventions, improvements and processes, copyrights,
          trademarks and trade names, relating to or useful in connection
          with any business of this Corporation.

     5.   To subscribe for, purchase, invest in, receive, obtain an interest
          in, hold, sell, assign, transfer, exchange, deposit, mortgage,
          pledge, hypothecate, guarantee, underwrite, or otherwise dispose
          of any of the shares of capital stock of, or any voting trust
          certificates, bonds, mortgages, debentures, trust receipts, notes,
          obligations, securities or evidences of indebtedness created by or
          with respect to any other private or public corporation or
          corporations organized under the laws of this state or any other
          state, county, nation or government, or any government,
          municipality, trust, syndicate, association, partnership or
          individual, and while the owner or holder thereof to do any act or
          thing permitted by law to preserve, protect, improve or enhance
          the value thereof and to exercise all the rights, powers and
          privileges of ownership or interest in respect thereof, including
          the right to vote thereon and otherwise act with respect thereto.

                                     4

<PAGE>
<PAGE>

     6.   To purchase, hold, sell and transfer the shares of its own capital
          stock; provided it shall not use its funds or property for the
          purchase of its own shares of capital stock when such use would
          cause any impairment of its capital except as otherwise permitted
          by law, and provided further that shares of its own capital stock
          belonging to it shall not be voted upon directly or indirectly.

     7.   To enter into, make and perform contracts of every kind with any
          person, firm, association or corporation, municipality, body
          politic, county, territory, state, government or colony or
          dependence thereof.

     8.   To enter into any partnership, limited partnership, joint venture,
          or any other lawful arrangement for sharing profits, union of
          interests, reciprocal concession or cooperation with any
          corporation, association, partnership, syndicate, entity, person,
          or governmental, municipal or public authority, domestic or
          foreign, located in or organized under the laws of any authority
          in any part of the world, in the carrying on of any business which
          the Corporation is authorized to carry on, or any business or
          transaction deemed necessary, convenient or incidental to carrying
          out any of the purposes of the Corporation.

     9.   To borrow or raise moneys from time to time for any of the
          purposes of the Corporation, and from time to time, without limit
          as to the amount, to draw, make, accept, endorse, discount,
          execute and issue promissory notes, drafts, bills of exchange,
          warrants, bonds, debentures and other negotiable, non-negotiable,
          or transferable instruments and evidences of indebtedness, whether
          secured by mortgage or otherwise, as well as to secure the same by
          mortgage upon or pledge, conveyance or assignment in trust of the
          whole or any part of the property of the Corporation, whether at
          the time owned or thereafter acquired, and to sell, pledge or
          otherwise dispose of such bonds or other obligations of the
          Corporation for any of its corporate purposes, so far as may be
          permitted by the laws of the State of Delaware.

     10.  To loan to any person, firm or corporation any of its surplus
          funds, either with or without security.

     11.  To have offices, conduct its business and promote its objects
          within and without the State of Delaware, in other states, the
          District of Columbia, the territories and colonies of the United
          States, and in foreign countries, without restrictions as to place
          or amount.

     12.  To do any or all of the things set forth to the same extent as
          natural persons might or could do in any part of the world, as
          principals, agents, contractors, trustees, or otherwise, and
          either alone or in company with others.

IN GENERAL, to carry on any other business, similar or dissimilar, whether
manufacturing or otherwise, not forbidden by the laws of the State of
Delaware, and with all the powers conferred upon corporations by the laws of
the State of Delaware.

It is the intention that the objects, purposes and powers specified in
Article THIRD, be nowise limited or restricted by reference to or inference
from the terms of any other clause or paragraph in the Amended and Restated
Certificate of Incorporation, but that the objects, purposes and powers
specified in Article THIRD and in each of the clauses or paragraphs of this
charter shall be regarded as independent objects, purposes and powers.


                                     5

<PAGE>
<PAGE>


FOURTH: The total number of shares which the Corporation shall have
authority to issue is One Hundred Fifty Thousand (150,000) shares of Common
Stock or the par value of Ten Dollars ($10) per share.

FIFTH: The existence of the Corporation is to be perpetual.

SIXTH: The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.

SEVENTH: The number of directors of the Corporation shall be fixed by, or in
the manner provided in, the by-laws, and may be altered from time to time as
may be provided by the by-laws, but in no case shall the number be less than
three (3). The directors of the Corporation need not be stockholders.
Elections of directors need not be by written ballot unless the by-laws of
the Corporation shall so provide.

EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

     1.   To make, alter or repeal the by-laws of the Corporation.

     2.   To authorize and cause to be executed mortgages and liens upon the
          real and personal property of the Corporation.

     3.   To set apart out of any of the funds of the Corporation available
          for dividends a reserve or reserves for any proper purpose and to
          abolish any such reserve in the manner in which it was created.

NINTH: The stockholders and directors shall have power to hold their
meetings and keep the books, documents and papers of the Corporation outside
of the State of Delaware, at such places as may be from time to time
designated by the by-laws or by the resolution of the stockholders or
directors, except as otherwise required by the laws of Delaware.

TENTH: The Corporation reserves the right to amend, alter, change, modify,
add to or repeal any provisions contained in the Amended and Restated
Certificate of Incorporation of the Corporation in the manner now or
hereafter prescribed by statute, and all rights conferred on directors and
stockholders herein are granted subject to this reservation.

ELEVENTH: 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 ELEVENTH on September 12, 1995.

                                     6

<PAGE>
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be executed, acknowledged and filed with the
Delaware Secretary of State by the undersigned duly authorized officer as of
this 1st day of August, 2005.

AMERICAN EXPRESS CERTIFICATE COMPANY

/s/ Paula R. Meyer
------------------
Paula R. Meyer
President

                                     7