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                                                                    EXHIBIT 3


                            AMENDED AND RESTATED
                        CERTIFICATE OF INCORPORATION
                                     OF
                       AMERIPRISE CERTIFICATE COMPANY

Ameriprise 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
               Syndicate of America, Inc. On April 2, 1984, a certificate of
               amendment was filed changing the name of the Corporation to
               IDS Certificate Company. On January 28, 2000, a certificate
               of amendment was filed changing the name of the Corporation
               to American Express Certificate Company.

          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 this
               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 this 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;


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(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 in 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

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     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.

(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, viz:

 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 good will, 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

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     respect thereof, including the right to vote thereon and otherwise act
     with respect thereto.

 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 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 surety.

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.

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     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
     this 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.

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 of the par value of Ten Dollars ($10) per share.

FIFTH: The existence of this 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 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.

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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.

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.

AMERIPRISE CERTIFICATE COMPANY

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

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