AMERICAN ENTERPRISE MVA ACCOUNT
POS AM, 2000-04-28
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-1

                         Post-Effective Amendment No. 5
                     to Registration Statement No. 333-86297

                                      Under

                           The Securities Act of 1933

                         American Enterprise MVA Account
               (Exact name of registrant as specified in charter)

                                     Indiana
             ------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                       63
             -------------------------------------------------------
            (Primary Standard Industrial Classification Code Number)

                                   94-27-86905
           ----------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                 829 AXP Financial Center, Minneapolis, MN 55474
                                 (612) 671-3131
        -----------------------------------------------------------------
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                           Mary Ellyn Minenko, Counsel
                   American Enterprise Life Insurance Company
             829 AXP Financial Center, Minneapolis, Minnesota 55474
                                 (612) 671-3678
         --------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

It is proposed that this filing become effective on May 1, 2000.

If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.                                             [X]



<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                         Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                     <C>                    <C>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of each class of    Amount to be           Proposed maximum        Proposed maximum       Amount of
securities to be          registered             offering price per      aggregate offering     registration fee
registered                                       unit                    price
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Interests in the                   N/A
Guarantee Period Accounts
of the Wells Fargo AdvantageSM
Variable Annuity,
the Wells Fargo AdvantageSM
Builder Variable Annuity,
the American Express Signature
Variable AnnuitySM,
the American Express Signature One
Variable  AnnuitySM and the
American Express New Solutions
Variable AnnuitySM Contracts
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

<PAGE>

                       Registration Statement on Form S-1

                              Cross-Reference Sheet
                     Pursuant to Regulation S-K, Item 501(b)

Form S-1 Item Number and Caption                  Located in Prospectus

1.    Forepart of the Registration
      Statement and Outside Front
      Cover Page of Prospectus                    Outside Front Cover

2.    Inside Front and Outside Back
      Cover Pages of Prospectus                   Table of Contents

3.    Summary Information, Risk Factors
      and Ratio of Earnings to Fixed
      Charges                                     Summary or, as to ratio of
                                                  earnings to fixed charges,
                                                  Not Applicable

4.    Use of Proceeds                             The variable accounts;
                                                  The fixed accounts

5.    Determination of Offering Price             Not Applicable

6.    Dilution                                    Not Applicable

7.    Selling Security Holders                    Not Applicable

8.    Plan of Distribution                        Distribution of Contracts

9.    Description of Securities to Be Registered  The variable  accounts;
                                                  The fixed accounts

10.   Interests of Named Experts and Counsel      Not Applicable

11.   Information with Respect to the Registrant  About American Enterprise
                                                  Life; Additional Information
                                                  about American Enterprise Life

12.   Disclosure of Commission Position
      on Indemnification for Securities           See Item 14 in Part II
      Act Liabilities


<PAGE>

                                     PART I.

                       INFORMATION REQUIRED IN PROSPECTUS

Attached are the following prospectuses  containing information for the American
Enterprise MVA Account:
       Wells Fargo  AdvantageSM Variable  Annuity
       Wells  Fargo  AdvantageSM Builder Variable Annuity
       American Express  Signature  Variable Annuity SM
       American  Express  Signature One Variable Annuity SM
       American Express New Solutions Variable Annuity SM

<PAGE>

Prospectus

May 1, 2000

Wells Fargo Advantage(SM) Variable Annuity

INDIVIDUAL OR GROUP FLEXIBLE PREMIUM DEFERRED COMBINATION FIXED/VARIABLE ANNUITY

American Enterprise Variable Annuity Account

Issued by: American Enterprise Life Insurance Company (American Enterprise Life)
829 AXP Financial Center
Minneapolis, MN 55474
Telephone: 1-800-333-3437

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:

o  American Express(R) Variable Portfolio Funds

o  AIM Variable Insurance Funds

o  The Dreyfus Socially Responsible Growth Fund, Inc.

o  Franklin Templeton Variable Insurance Products Trust (FTVIPT)

o  Goldman Sachs Variable Insurance Trust (VIT)

o  MFS(R) Variable Insurance Trust(SM)

o  Putnam Variable Trust - Class IB Shares

o  Wells Fargo Variable Trust Funds

Please read the prospectuses carefully and keep them for future reference.

The  Securities  and Exchange  Commission  (SEC) has not approved or disapproved
these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

An  investment  in  this  contract  is  not a  deposit  of a bank  or  financial
institution  and is not insured or guaranteed by the Federal  Deposit  Insurance
Corporation  or any other  government  agency.  An  investment  in this contract
involves investment risk including the possible loss of principal.

A  Statement  of  Additional  Information  (SAI),  dated  the same  date as this
prospectus,  is incorporated by reference into this prospectus. It is filed with
the SEC and is available without charge by contacting  American  Enterprise Life
at the telephone number above or by completing and sending the order form on the
last page of this  prospectus.  The table of  contents of the SAI is on the last
page of this prospectus.

<PAGE>

Table of Contents

Key Terms                                                                   3

The Contract in Brief                                                       5

Expense Summary                                                             7

Condensed Financial Information (Unaudited)                                15

Financial Statements                                                       18

Performance Information                                                    18

The Variable Account and the Funds                                         20

The Fixed Accounts                                                         26

Buying Your Contract                                                       28

Charges                                                                    31

Valuing Your Investment                                                    36

Making the Most of Your Contract                                           38

Withdrawals                                                                44

Changing Ownership                                                         45

Benefits in Case of Death                                                  45

The Annuity Payout Period                                                  49

Taxes                                                                      52

Voting Rights                                                              54

Substitution of Investments                                                55

About the Service Providers                                                56

Additional Information About American Enterprise Life                      57

Directors and Executive Officers                                           62

Experts                                                                    63

American Enterprise Life Insurance Company Financial Information           64

Table of Contents of the Statement of Additional Information               81

<PAGE>

Key Terms

These terms can help you understand details about your contract.

Accumulation  unit -- A measure of the value of each  subaccount  before annuity
payouts begin.

Annuitant -- The person on whose life or life expectancy the annuity payouts are
based.

Annuity  payouts  -- An amount  paid at regular  intervals  under one of several
plans.

Beneficiary -- The person you designate to receive  annuity  benefits in case of
the  owner's or  annuitant's  death  while the  contract  is in force and before
annuity payouts begin.

Close of business -- When the New York Stock Exchange (NYSE) closes,  normally 4
p.m. Eastern time.

Contract -- a deferred annuity contract,  or a certificate showing your interest
under a group  annuity  contract,  that  permits  you to  accumulate  money  for
retirement by making one or more purchase payments.  It provides for lifetime or
other forms of payouts beginning at a specified time in the future.

Contract  value -- The  total  value  of your  contract  before  we  deduct  any
applicable charges.

Contract year -- A period of 12 months,  starting on the effective  date of your
contract and on each anniversary of the effective date.

Fixed  accounts  -- The  one-year  fixed  account is an account to which you may
allocate purchase  payments.  Amounts you allocate to this account earn interest
at rates that we  declare  periodically.  Guarantee  Period  Accounts  are fixed
accounts to which you may also allocate purchase  payments.  These accounts have
guaranteed  interest rates  declared for periods  ranging from two to ten years.
Withdrawals  from these  accounts  prior to the end of the term  specified  will
receive  a  Market  Value  Adjustment,  which  may  result  in a gain or loss of
principal.

Funds -- Investment options under your contract.  You may allocate your purchase
payments into subaccounts investing in shares of any or all of these funds.

Guarantee  Period -- The  number of years  that a  guaranteed  interest  rate is
credited.

Market Value Adjustment (MVA) -- A positive or negative  adjustment  assessed if
any portion of a Guarantee  Period Account is withdrawn or transferred  prior to
the end of its Guarantee Period.

Owner (you, your) -- The person who controls the contract (decides on investment
allocations,  transfers,  payout options,  etc.).  Usually,  but not always, the
owner is also the annuitant.  The owner is responsible for taxes,  regardless of
whether he or she receives the contract's benefits.

<PAGE>

Qualified  annuity -- A contract  that you purchase to fund one of the following
tax-deferred  retirement plans that is subject to applicable federal law and any
rules of the plan itself:

o    Individual Retirement Annuities (IRAs) under Section 408(b) of the Internal
     Revenue Code of 1986, as amended (the Code)

o    Roth IRAs under Section 408A of the Code

o    Simplified Employee Pension (SEP) plans under Section 408(k) of the Code

A qualified annuity will not provide any necessary or additional tax deferral if
it is used to fund a retirement plan that is already tax-deferred.

All other contracts are considered nonqualified annuities.

Retirement date -- The date when annuity payouts are scheduled to begin.

Valuation date -- Any normal business day, Monday through Friday,  that the NYSE
is open.  Each  valuation  date ends at the close of business.  We calculate the
value of each subaccount at the close of business on each valuation date.

Variable  account -- Consists of separate  subaccounts to which you may allocate
purchase  payments;  each  invests  in  shares  of one  fund.  The value of your
investment in each  subaccount  changes with the  performance  of the particular
fund.

Withdrawal  value -- The amount you are  entitled  to receive if you make a full
withdrawal  from your  contract.  It is the contract  value minus any applicable
charges.

<PAGE>

The Contract in Brief

Purpose:  The purpose of the  contract is to allow you to  accumulate  money for
retirement.  You do  this  by  making  one or more  purchase  payments;  you may
allocate your purchase  payments to the fixed accounts and/or  subaccounts under
the contract.  These  accounts in turn, may earn returns that increase the value
of the  contract.  Beginning  at a  specified  time  in the  future  called  the
retirement  date,  the contract  provides  lifetime or other forms of payouts of
your contract value (less any  applicable  premium tax). As in the case of other
annuities,  it may not be  advantageous  for you to purchase  this contract as a
replacement for, or in addition to, an existing annuity.

A qualified annuity will not provide any necessary or additional tax deferral if
it is used to fund a retirement plan that is tax-deferred. However, the contract
has features other than tax deferral that may make it an appropriate  investment
for your retirement plan. You should compare these features and their costs with
other investment options before deciding to purchase this contract.

Free look period:  You may return your contract to your sales  representative or
to our office  within the time  stated on the first  page of your  contract  and
receive a full refund of the contract  value.  However,  you bear the investment
risk from the time of purchase until you return the contract;  the refund amount
may be more or less than the payment you made. (Exception:  If the law requires,
we will refund all of your purchase payments.)

Accounts: Currently, you may allocate your purchase payments among
          any or all of:

o    the  subaccounts,  each  of  which  invests  in a fund  with  a  particular
     investment  objective.  The  value  of  each  subaccount  varies  with  the
     performance of the particular fund in which it invests. We cannot guarantee
     that the  value at the  retirement  date  will  equal or  exceed  the total
     purchase payments you allocate to the subaccounts. (p. 20)

o    the  fixed   accounts,   which  earn  interest  at  rates  that  we  adjust
     periodically.  Some states  restrict  the amount you can  allocate to these
     accounts. (p. 26)

Buying your  contract:  Your sales  representative  will help you  complete  and
submit an  application.  Applications  are subject to  acceptance at our office.
Contracts sold through American Express Financial  Advisors Inc. (AEFA) are only
available with a seven-year withdrawal charge schedule.  You may buy a qualified
annuity or a nonqualified  annuity through your AEFA sales  representative.  You
may be able to buy  another  contract  with  the  same  underlying  funds.  This
contract has different  mortality and expense risk fees and  withdrawal  charges
and offers purchase  payment credits.  For information on this contract,  please
call us at the telephone  number listed on the first page of this  prospectus or
ask your sales representative. After your initial purchase payment, you have the
option of making additional purchase payments in the future. (p. 28)

o    Minimum initial purchase payment (not including Systematic Investment Plans
     (SIPs)) -- $5,000 in Texas,  Washington and South  Carolina;  $2,000 in all
     other states.

o    Minimum additional purchase payment -- $100 ($50 for SIPs).

o    Maximum total purchase  payments  (without  prior  approval) -- $99,999 for
     contracts sold through AEFA and $1,000,000 for all other contracts.

Transfers:  Subject to certain  restrictions you currently may redistribute your
money among the accounts without charge at any time until annuity payouts begin,
and once per contract year among the  subaccounts  after annuity  payouts begin.
Transfers out of the Guarantee  Period  Accounts before the end of the Guarantee
Period will be subject to a MVA. You may establish automated transfers among the
accounts. Fixed account transfers are subject to special restrictions. (p. 39)

<PAGE>

Withdrawals:  You may  withdraw all or part of your  contract  value at any time
before  the  retirement   date.  You  also  may  establish   automated   partial
withdrawals.  Withdrawals may be subject to charges and tax penalties (including
a 10% IRS penalty if you make withdrawals  prior to your reaching age 591/2) and
may have other tax consequences; also, certain restrictions apply. (p. 44)

Changing  ownership:  You may  change  ownership  of a  nonqualified  annuity by
written  instruction,  but  this  may  have  federal  income  tax  consequences.
Restrictions apply to changing ownership of a qualified annuity. (p. 45)

Benefits in case of death:  If you or the annuitant die before  annuity  payouts
begin,  we will pay the  beneficiary  an amount at least  equal to the  contract
value. (p. 45)

Annuity  payouts:  You can apply your contract  value to an annuity  payout plan
that begins on the  retirement  date.  You may choose from a variety of plans to
make  sure  that  payouts  continue  as long as you  like.  If you  purchased  a
qualified  annuity,  the  payout  schedule  must  meet the  requirements  of the
qualified plan. We can make payouts on a fixed or variable basis, or both. Total
monthly  payouts may include amounts from each subaccount and the one-year fixed
account.  During the annuity payout period,  your choices for subaccounts may be
limited.  The  Guarantee  Period  Accounts are not  available  during the payout
period. (p. 49)

Taxes:  Generally,  your contract grows  tax-deferred until you make withdrawals
from it or begin to receive payouts.  (Under certain circumstances,  IRS penalty
taxes may apply.) Even if you direct  payouts to someone else, you will be taxed
on the  income  if you are  the  owner.  However,  Roth  IRAs  may  grow  and be
distributed tax free if you meet certain distribution requirements. (p. 52)

Charges: We assess certain charges in connection with your contract (p. 31):

o    $30 annual contract administrative charge;

o    a 0.15% variable account administrative charge;

o    a 1.30%  mortality  and expense risk fee applies (if you allocate  money to
     one or more subaccounts) with a five-year withdrawal charge schedule;

o    a 1.05%  mortality  and expense risk fee applies (if you allocate  money to
     one or more subaccounts) with a seven-year withdrawal charge schedule;

o    if you select the  Enhanced  Death  Benefit  Rider*,  an  additional  0.20%
     mortality  and  expense  risk  fee (if you  allocate  money  to one or more
     subaccounts);

o    if you select the Guaranteed Minimum Income Benefit Rider**,  an annual fee
     based on the Guaranteed Income Benefit Base (currently at 0.30%);

o    withdrawal charge;

o    any premium  taxes that may be imposed on us by state or local  governments
     (currently,  we deduct  any  applicable  premium  tax when you make a total
     withdrawal  or when  annuity  payouts  begin,  but we reserve  the right to
     deduct this tax at other times such as when you make  purchase  payments or
     when you make a total withdrawal); and

o    the operating expenses of the funds in which the subaccounts invest.

*Available if both you and the annuitant are 79 or younger. May not be available
in all states.

**This rider is only  available at the time you  purchase  your  contract if the
annuitant is 75 or younger and you also select the Enhanced  Death Benefit Rider
option. Riders may not be available in all states.

<PAGE>

Expense Summary

The purpose of the following  information  is to help you understand the various
costs and expenses associated with your contract.

You pay no sales charge when you purchase your contract.  We show all costs that
we deduct  directly from your contract or indirectly  from the  subaccounts  and
funds below.  Some expenses may vary as we explain under  "Charges."  Please see
the funds'  prospectuses for more information on the operating  expenses of each
fund.

CONTRACT OWNER EXPENSES

Withdrawal charge:  contingent deferred sales charge as a percentage of purchase
payment withdrawn. You select either a five-year or seven-year withdrawal charge
schedule* at the time of application.

              Five-year schedule                    Seven-year schedule

Years from purchase  Withdrawal charge  Years from purchase  Withdrawal charge
  payment receipt       percentage        payment receipt         percentage

         1              8%                     1                    8%

         2              8                      2                    8

         3              6                      3                    7

         4              4                      4                    6

         5              2                      5                    5

    Thereafter          0                      6                    4

                                               7                    2

                                           Thereafter               0

*Contracts  sold through AEFA are only  available  with a seven-year  withdrawal
charge schedule.

Withdrawal charge under Annuity Payout Plan E -- Payouts for a specified period:
The amount equal to the  difference in the present  value of remaining  payments
using the  assumed  investment  rate and such  present  value  using the assumed
investment rate plus 1.77% if the original  contract had a five-year  withdrawal
charge schedule and 1.52% if the original  contract had a seven-year  withdrawal
charge  schedule.  In no event  would your  withdrawal  charge  exceed 9% of the
amount available for payouts under the plan.

Annual contract administrative charge                                   $30**

**We will waive this charge when your  contract  value is $50,000 or more on the
current contract anniversary.

Guaranteed Minimum Income Benefit Rider*** fee:
as a  percentage of the Guaranteed Income Benefit Base charged
annually. This is an optional expense.                                  0.30%

***This  rider is only  available at the time you purchase  your contract if the
annuitant is 75 or younger and you also select the Enhanced  Death Benefit Rider
option. Riders may not be available in all states.

<PAGE>

ANNUAL VARIABLE ACCOUNT EXPENSES (as a percentage of average subaccount value)

You can choose the length of your contract's  withdrawal charge schedule and the
death benefit guarantee provided. The combination you choose determines the fees
you pay. The table below shows the combinations available to you and their cost.
<TABLE>
<CAPTION>
<S>                                                            <C>                                <C>

                                                                Five-year withdrawal                Seven-year withdrawal

                                                                      schedule                            schedule

Variable account administrative charge                                  0.15%                              0.15%

Mortality and expense risk fee                                          1.30%                              1.05%

Enhanced Death Benefit Rider* fee as part of the mortality and
   expense risk fee. This is an optional expense.                       0.20%                              0.20%

Total annual variable account expenses without the optional

   Enhanced Death Benefit Rider fee                                     1.45%                              1.20%

Total annual variable account expenses with the optional

   Enhanced Death Benefit Rider fee                                     1.65%                              1.40%

*Available if both you and the annuitant are 79 or younger. May not be available
in all states.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

 Annual operating expenses of the funds (after fee waivers and/or expense reimbursements, if applicable, as a percentage
of average daily net assets)
<S>                                                 <C>               <C>          <C>             <C>

                                                         Management      12b-1     Other
                                                            Fees          Fees    Expenses         Total

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                                 .56%          .13       .26            .95%(1)

   Capital Resource Fund                                    .60%          .13       .06            .79%(2)

   Diversified Equity Income Fund                           .56%          .13       .26            .95%(1)

   Extra Income Fund                                        .62%          .13       .08            .83%(2)

   Federal Income Fund                                      .61%          .13       .14            .88%(1)

   New Dimensions Fund(R)                                   .61%          .13       .07            .81%(2)

   Small Cap Advantage Fund                                 .79%          .13       .31           1.23%(1)

AIM V.I.

   Capital Appreciation Fund                                .62%          --        .11            .73%(3)

   Value Fund                                               .61%          --        .15            .76%(3)

Dreyfus

   The Dreyfus Socially Responsible Growth Fund, Inc.       .75%          --        .04            .79%(3)

 FTVIPT

   Franklin Income Securities Fund - Class 2                .48%          .25       .02            .75%(4)

   Franklin Real Estate Fund - Class 2                      .56%          .25       .02            .83%(5)

   Franklin Small Cap Fund - Class 2                        .55%          .25       .27           1.07%(6)

   Mutual Shares Securities Fund - Class 2                  .60%          .25       .19           1.04%(4),(7)

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund                                .70%          --        .20            .90%(8)

   Global Income Fund                                       .90%          --        .25           1.15%(8)

   Internet Tollkeeper Fund                                1.00%          --        .25           1.25%(9)

   Mid Cap Value Fund                                       .80%          --        .25           1.05%(8)

MFS(R)

   Growth with Income Series                                .75%          --        .13            .88%(10)

   Utilities Series                                         .75%          --        .16            .91%(10)

Putnam Variable Trust

   Putnam VT International Growth Fund - Class IB Shares    .80%          .15       .22           1.17%(3)

   Putnam VT Vista Fund - Class IB Shares                   .65%          .15       .10            .90%(3)

Wells Fargo VT

   Asset Allocation Fund                                    .42%          .25       .33           1.00%(11)

   Corporate Bond Fund                                      .10%          .25       .55            .90%(11)

   Equity Income Fund                                       .38%          .25       .37           1.00%(11)

   Equity Value Fund                                         --%          .25       .75           1.00%(11)

   Growth Fund                                              .32%          .25       .43           1.00%(11)

   Large Company Growth Fund                                .12%          .25       .63           1.00%(11)

   Money Market Fund                                        .10%          .25       .50            .85%(11)

   Small Cap Growth Fund                                     --%          .25       .95           1.20%(11)
</TABLE>

<PAGE>

(1)  Based on estimated  expenses after fee waivers and expense  reimbursements.
     Without fee waivers and expense reimbursements "Other Expenses" and "Total"
     would be 0.39%  and  1.08%  for  AXP(SM)  Variable  Portfolio  - Blue  Chip
     Advantage and AXP(SM) Variable  Portfolio  Diversified Equity Income Funds,
     0.26% and 1.00% for AXP(SM)  Variable  Portfolio - Federal Income Fund, and
     0.43% and 1.35% for AXP(SM) Variable Portfolio - Small Cap Advantage Fund.

(2)  The fund's expense figures are based on actual expenses for the fiscal year
     ended Aug. 31, 1999  restated to include a Rule 12b-1  distribution  fee of
     0.125% that went into effect Sept. 21, 1999.

(3)  Figures in  "Management  Fees," "12b-1 Fees," "Other  Expenses" and "Total"
     are based on actual expenses for the fiscal year ended Dec. 31, 1999.

(4)  The fund's class 2  distribution  plan or "Rule 12b-1 plan" is described in
     the  fund's  prospectus.  The fund  administration  fee is paid  indirectly
     through the management fee.

(5)  Previously  Franklin  Real  Estate  Securities  Fund.  The  fund's  class 2
     distribution  plan  or  "Rule  12b-1  plan"  is  described  in  the  fund's
     prospectus.  The fund  administration  fee is paid  indirectly  through the
     management fee.

(6)  On Feb. 8, 2000, a merger and reorganization was approved that combined the
     assets of the fund with a similar fund of the Templeton  Variable  Products
     Series Fund,  effective  May 1, 2000.  On Feb. 8, 2000,  fund  shareholders
     approved new  management  fees,  which apply to the combined fund effective
     May 1, 2000.  The table shows restated total expenses based on the new fees
     and  assets  of the fund as of Dec.  31,  1999,  and not the  assets of the
     combined fund.  However,  if the table  reflected both the new fees and the
     combined  assets,  the fund's expenses after May 1, 2000 would be estimated
     as:  Management Fees 0.55%,  12b-1 Fees 0.25%,  Other Expenses  0.27%,  and
     Total 1.07%.  The fund's class 2 distribution  plan or "Rule 12b-1 plan" is
     described in the fund's prospectus.

(7)  On Feb. 8, 2000, a merger and reorganization was approved that combined the
     fund  with a similar  fund of  Templeton  Variable  Products  Series  Fund,
     effective May 1, 2000.  The table shows total  expenses based on the fund's
     assets  as of Dec.  31,  1999,  and not the  assets of the  combined  fund.
     However,  if the table reflected combined assets, the fund's expenses after
     May 1, 2000 would be estimated as: Management Fees 0.60%, 12b-1 Fees 0.25%,
     Other Expenses 0.19% and Total 1.04%. The fund's class 2 distribution  plan
     or "Rule 12b-1 plan" is described in the fund's prospectus.

(8)  The fund's  expenses  are based on  estimated  expenses for the fiscal year
     Dec. 31,  2000.  Goldman  Sachs Asset  Management  and Goldman  Sachs Asset
     Management International,  the investment advisors, have voluntarily agreed
     to reduce or limit  certain  other  expenses  (excluding  management  fees,
     taxes,  interest,  brokerage fees,  litigation,  indemnification  and other
     extraordinary  expenses) to the extent such expenses  exceed the percentage
     stated  in the  above  table  (as  calculated  per  annum)  of each  fund's
     respective  average  daily net assets.  Without the  limitations  described
     above, "Other expenses" and "Total" of the funds would be as follows: 1.78%
     and 2.68% for Global  Income  Fund,  0.42% and 1.22% for Mid Cap Value Fund
     (formerly the Mid Cap Equity  Fund),  and 0.20% and 0.90% for CORE(SM) U.S.
     Equity Fund. CORE(SM) is a service mark of Goldman Sachs & Co..

(9)  Based  on  projected  assets  of $150  million,  there  will be no  expense
     reimbursement.

(10) Each series has an expense  offset  arrangement  which  reduces the series'
     custodian  fee based upon the amount of cash  maintained by the series with
     its custodian  and dividend  disbursing  agent.  Each series may enter into
     other such arrangements and directed  brokerage  arrangements,  which would
     also have the effect of reducing the series' expenses.  "Other Expenses" do
     not take into account these expense  reductions,  and are therefore  higher
     than the actual expenses of the series. Had these fee reductions been taken
     into account,  "Net  Expenses"  would be lower for certain series and would
     equal: 0.87% for Growth with Income Series and 0.90% for Utilities Series.

(11) Amounts  represent  expenses as of Dec. 31, 1999 and have been adjusted for
     changes in contract  rates that  occurred  during 1999.  Expenses are shown
     after  fee  waivers  and   expense   reimbursements.   Absent  fee  waivers
     "Management  Fees" and  "Total"  would  have been 0.55% and 1.13% for Wells
     Fargo VT Asset  Allocation,  0.45% and 1.25% for Wells  Fargo VT  Corporate
     Bond Fund, 0.55% and 1.17% for Wells Fargo VT Equity Income Fund, 0.55% and
     1.57% for Wells Fargo VT Equity Value Fund, 0.55% and 1.23% for Wells Fargo
     VT Growth  Fund,  0.55% and 1.43% for Wells Fargo VT Large  Company  Growth
     Fund,  0.40% and 1.15% for Wells Fargo VT Money Market Fund,  and 0.75% and
     2.41% for Wells Fargo VT Small Cap Growth Fund.

<PAGE>

Examples:*
<TABLE>
<CAPTION>

You would pay the  following  expenses on a $1,000  investment if you selected a
five-year  withdrawal charge schedule without any optional riders and assuming a
5% annual return and .....

                                                                                            no withdrawal or selection
                                                    total withdrawal at the                 of an annuity payout plan at the
                                                    end of each time period                      end of each time period
<S>                                        <C>      <C>         <C>       <C>            <C>      <C>         <C>      <C>

                                            1 year    3 years    5 years  10 years        1 year   3 years    5 years  10 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                $105.30   $137.78    $152.89   $283.03         $25.30    $77.78   $132.89   $283.03

   Capital Resource Fund                    103.66    132.86     144.68    266.68          23.66     72.86    124.68    266.68

   Diversified Equity Income Fund           105.30    137.78     152.89    283.03          25.30     77.78    132.89    283.03

   Extra Income Fund                        104.07    134.09     146.74    270.79          24.07     74.09    126.74    270.79

   Federal Income Fund                      104.58    135.63     149.31    275.91          24.58     75.63    129.31    275.91

   New Dimensions Fund(R)                   103.86    133.47     145.71    268.74          23.86     73.47    125.71    268.74

   Small Cap Advantage Fund                 108.17    146.36     167.12    311.02          28.17     86.36    147.12    311.02

AIM V.I.

   Capital Appreciation Fund                103.04    131.01     141.59    260.48          23.04     71.01    121.59    260.48

   Value Fund                               103.35    131.93     143.14    263.58          23.35     71.93    123.14    263.58

Dreyfus

   The Dreyfus Socially Responsible         103.66    132.86    144.68      266.68         23.66     72.86    124.68    266.68
   Growth Fund, Inc.

FTVIPT

   Franklin Income Securities Fund -
   Class 2                                  103.25    131.62     142.62    262.55          23.25     71.62    122.62    262.55

   Franklin Real Estate Fund - Class 2      104.07    134.09     146.74    270.79          24.07     74.09    126.74    270.79

   Franklin Small Cap Fund - Class 2        106.53    141.46     159.01    295.12          26.53     81.46    139.01    295.12

   Mutual Shares Securities Fund -
   Class 2                                  106.22    140.54     157.48    292.11          26.22     80.54    137.48    292.11

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund                104.78    136.24     150.33    277.94          24.78     76.24    130.33    277.94

   Global Income Fund                       107.35    143.91     163.07    303.10          27.35     83.91    143.07    303.10

   Internet Tollkeeper Fund                 108.37    146.97     168.13    312.99          28.37     86.97    148.13    312.99

   Mid Cap Value Fund                       106.32    140.85     157.99    293.11          26.32     80.85    137.99    293.11

MFS(R)

   Growth with Income Series                104.58    135.63     149.31    275.91          24.58     75.63    129.31    275.91

   Utilities Series                         104.89    136.55     150.84    278.96          24.89     76.55    130.84    278.96

Putnam Variable Trust

   Putnam VT International Growth Fund -
   Class IB Shares                          107.55    144.53     164.09    305.09          27.55     84.53    144.09    305.09

   Putnam VT Vista Fund - Class IB Shares   104.78    136.24     150.33    277.94          24.78     76.24    130.33    277.94

Wells Fargo VT

   Asset Allocation Fund                    105.81    139.32     155.44    288.08          25.81     79.32    135.44    288.08

   Corporate Bond Fund                      104.78    136.24     150.33    277.94          24.78     76.24    130.33    277.94

   Equity Income Fund                       105.81    139.32     155.44    288.08          25.81     79.32    135.44    288.08

   Equity Value Fund                        105.81    139.32     155.44    288.08          25.81     79.32    135.44    288.08

   Growth Fund                              105.81    139.32     155.44    288.08          25.81     79.32    135.44    288.08

   Large Company Growth Fund                105.81    139.32     155.44    288.08          25.81     79.32    135.44    288.08

   Money Market Fund                        104.27    134.71     147.77    272.84          24.27     74.71    127.77    272.84

   Small Cap Growth Fund                    107.86    145.44     165.60    308.06          27.86     85.44    145.60    308.06
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
You would pay the  following  expenses on a $1,000  investment if you selected a
five-year  withdrawal  charge  schedule with the optional  0.20%  Enhanced Death
Benefit Rider and the 0.30% Guaranteed Minimum Income Benefit Rider and assuming
a 5% annual return and....

                                                                                            no withdrawal or selection
                                                    total withdrawal at the                 of an annuity payout plan at the
                                                    end of each time period                      end of each time period
<S>                                      <C>         <C>        <C>       <C>            <C>       <C>        <C>      <C>

                                            1 year    3 years    5 years  10 years        1 year   3 years    5 years  10 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                $110.50   $153.84    $180.48   $342.72         $30.50    $93.84   $160.48   $342.72

   Capital Resource Fund                    108.86    148.94     172.34    326.69          28.86     88.94    152.34    326.69

   Diversified Equity Income Fund           110.50    153.84     180.48    342.72          30.50     93.84    160.48    342.72

   Extra Income Fund                        109.27    150.17     174.38    330.72          29.27     90.17    154.38    330.72

   Federal Income Fund                      109.78    151.70     176.92    335.74          29.78     91.70    156.92    335.74

   New Dimensions Fund(R)                   109.06    149.55     173.36    328.71          29.06     89.55    153.36    328.71

   Small Cap Advantage Fund                 113.37    162.39     194.59    370.16          33.37    102.39    174.59    370.16

AIM V.I.

   Capital Appreciation Fund                108.24    147.10     169.27    320.62          28.24     87.10    149.27    320.62

   Value Fund                               108.55    148.02     170.81    323.66          28.55     88.02    150.81    323.66

Dreyfus

 The Dreyfus Socially Responsible
 Growth Fund, Inc.                          108.86    148.94     172.34    326.69          28.86     88.94    152.34    326.69

FTVIPT

   Franklin Income Securities Fund -
   Class                                   2108.45    147.71     170.30    322.65          28.45     87.71    150.30    322.65

   Franklin Real Estate Fund - Class 2      109.27    150.17     174.38    330.72          29.27     90.17    154.38    330.72

   Franklin Small Cap Fund - Class 2        111.73    157.51     186.55    354.57          31.73     97.51    166.55    354.57

   Mutual Shares Securities Fund - Class 2  111.42    156.60     185.03    351.62          31.42     96.60    165.03    351.62

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund                109.98    152.31     177.94    337.74          29.98     92.31    157.94    337.74

   Global Income Fund                       112.55    159.95     190.57    362.40          32.55     99.95    170.57    362.40

   Internet Tollkeeper Fund                 113.57    162.99     195.59    372.09          33.57    102.99    175.59    372.09

   Mid Cap Value Fund                       111.52    156.90     185.54    352.61          31.52     96.90    165.54    352.61

MFS(R)

   Growth with Income Series                109.78    151.70     176.92    335.74          29.78     91.70    156.92    335.74

   Utilities Series                         110.09    152.62     178.45    338.74          30.09     92.62    158.45    338.74

Putnam Variable Trust

   Putnam VT International Growth Fund -
   Class IB Shares                          112.75    160.56     191.58    364.34          32.75    100.56    171.58    364.34

   Putnam VT Vista Fund - Class IB Shares   109.98    152.31     177.94    337.74          29.98     92.31    157.94    337.74

Wells Fargo VT

   Asset Allocation Fund                    111.01    155.37     183.01    347.68          31.01     95.37    163.01    347.68

   Corporate Bond Fund                      109.98    152.31     177.94    337.74          29.98     92.31    157.94    337.74

   Equity Income Fund                       111.01    155.37     183.01    347.68          31.01     95.37    163.01    347.68

   Equity Value Fund                        111.01    155.37     183.01    347.68          31.01     95.37    163.01    347.68

   Growth Fund                              111.01    155.37     183.01    347.68          31.01     95.37    163.01    347.68

   Large Company Growth Fund                111.01    155.37     183.01    347.68          31.01     95.37    163.01    347.68

   Money Market Fund                        109.47    150.78     175.40    332.73          29.47     90.78    155.40    332.73

   Small Cap Growth Fund                    113.06    161.47     193.08    367.26          33.06    101.47    173.08    367.26
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

You would pay the  following  expenses on a $1,000  investment if you selected a
seven-year withdrawal charge schedule without any optional riders and assuming a
5% annual return and ....

                                                                                             no withdrawal or selection
                                                    total withdrawal at the                 of an annuity payout plan at the
                                                    end of each time period                      end of each time period
<S>                                       <C>       <C>         <C>       <C>            <C>      <C>       <C>        <C>

                                            1 year    3 years    5 years  10 years        1 year   3 years    5 years  10 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund               $102.73   $140.08    $170.04   $257.37         $22.73    $70.08   $120.04   $257.37

   Capital Resource Fund                    101.09    135.13     161.75    240.61          21.09     65.13    111.75    240.61

   Diversified Equity Income Fund           102.73    140.08     170.04    257.37          22.73     70.08    120.04    257.37

   Extra Income Fund                        101.50    136.37     163.83    244.82          21.50     66.37    113.83    244.82

   Federal Income Fund                      102.02    137.92     166.42    250.07          22.02     67.92    116.42    250.07

   New Dimensions Fund(R)                   101.30    135.75     162.79    242.72          21.30     65.75    112.79    242.72

   Small Cap Advantage Fund                 105.60    148.70     184.42    286.06          25.60     78.70    134.42    286.06

AIM V.I.

   Capital Appreciation Fund                100.48    133.27     158.62    234.26          20.48     63.27    108.62    234.26

   Value Fund                               100.79    134.20     160.19    237.44          20.79     64.20    110.19    237.44

Dreyfus

 The Dreyfus Socially Responsible
 Growth Fund, Inc.                          101.09    135.13     161.75    240.61          21.09     65.13    111.75    240.61

FTVIPT

 Franklin Income Securities Fund -
 Class 2                                    100.68    133.89     159.67    236.38          20.68     63.89    109.67    236.38

   Franklin Real Estate Fund - Class 2      101.50    136.37     163.83    244.82          21.50     66.37    113.83    244.82

   Franklin Small Cap Fund - Class 2        103.96    143.78     176.23    269.76          23.96     73.78    126.23    269.76

   Mutual Shares Securities Fund - Class 2  103.66    142.86     174.68    266.68          23.66     72.86    124.68    266.68

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund                102.22    138.53     167.46    252.16          22.22     68.53    117.46    252.16

   Global Income Fund                       104.78    146.24     180.33    277.94          24.78     76.24    130.33    277.94

   Internet Tollkeeper Fund                 105.81    149.32     185.44    288.08          25.81     79.32    135.44    288.08

   Mid Cap Value Fund                       103.76    143.17     175.20    267.71          23.76     73.17    125.20    267.71

MFS(R)

   Growth with Income Series                102.02    137.92     166.42    250.07          22.02     67.92    116.42    250.07

   Utilities Series                         102.32    138.84     167.97    253.20          22.32     68.84    117.97    253.20

Putnam Variable Trust

   Putman VT International Growth Fund -
   Class IB Shares                          104.99    146.86     181.36    279.98          24.99     76.86    131.36    279.98

   Putnam VT Vista Fund - Class IB Shares   102.22    138.53     167.46    252.16          22.22     68.53    117.46    252.16

Wells Fargo VT

   Asset Allocation Fund                    103.25    141.62     172.62    262.55          23.25     71.62    122.62    262.55

   Corporate Bond Fund                      102.22    138.53     167.46    252.16          22.22     68.53    117.46    252.16

   Equity Income Fund                       103.25    141.62     172.62    262.55          23.25     71.62    122.62    262.55

   Equity Value Fund                        103.25    141.62     172.62    262.55          23.25     71.62    122.62    262.55

   Growth Fund                              103.25    141.62     172.62    262.55          23.25     71.62    122.62    262.55

   Large Company Growth Fund                103.25    141.62     172.62    262.55          23.25     71.62    122.62    262.55

   Money Market Fund                        101.71    136.99     164.87    246.92          21.71     66.99    114.87    246.92

   Small Cap Growth Fund                    105.30    147.78     182.89    283.03          25.30     77.78    132.89    283.03
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

You would pay the  following  expenses on a $1,000  investment if you selected a
seven-year  withdrawal  charge  schedule with the optional  0.20% Enhanced Death
Benefit Rider and the 0.30% Guaranteed Minimum Income Benefit Rider and assuming
a 5% annual return and....

                                                                                            no withdrawal or selection
                                                    total withdrawal at the                 of an annuity payout plan at the
                                                    end of each time period                      end of each time period
<S>                                      <C>         <C>        <C>      <C>            <C>       <C>        <C>       <C>

                                            1 year    3 years    5 years  10 years        1 year   3 years    5 years  10 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund               $107.93   $156.17    $197.74   $317.57         $27.93    $86.17   $147.74   $317.57

   Capital Resource Fund                    106.29    151.25     189.51    301.14          26.29     81.25    139.51    301.14

   Diversified Equity Income Fund           107.93    156.17     197.74    317.57          27.93     86.17    147.74    317.57

   Extra Income Fund                        106.70    152.48     191.57    305.27          26.70     82.48    141.57    305.27

   Federal Income Fund                      107.22    154.02     194.15    310.41          27.22     84.02    144.15    310.41

   New Dimensions Fund(R)                   106.50    151.86     190.54    303.20          26.50     81.86    140.54    303.20

   Small Cap Advantage Fund                 110.80    164.76     212.00    345.70          30.80     94.76    162.00    345.70

AIM V.I.

   Capital Appreciation Fund                105.68    149.39     186.41    294.91          25.68     79.39    136.41    294.91

   Value Fund                               105.99    150.32     187.96    298.03          25.99     80.32    137.96    298.03

Dreyfus

   The Dreyfus Socially Responsible
   Growth Fund, Inc.                        106.29     151.25    189.51    301.14          26.29     81.25    139.51    301.14

FTVIPT

   Franklin Income Securities Fund -
   Class 2                                  105.88    150.01     187.45    296.99          25.88     80.01    137.45    296.99

   Franklin Real Estate Fund - Class 2      106.70    152.48     191.57    305.27          26.70     82.48    141.57    305.27

   Franklin Small Cap Fund - Class 2        109.16    159.86     203.87    329.72          29.16     89.86    153.87    329.72

   Mutual Shares Securities Fund - Class 2  108.86    158.94     202.34    326.69          28.86     88.94    152.34    326.69

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund                107.42    154.64     195.17    312.46          27.42     84.64    145.17    312.46

   Global Income Fund                       109.98    162.31     207.94    337.74          29.98     92.31    157.94    337.74

   Internet Tollkeeper Fund                 111.01    165.37     213.01    347.68          31.01     95.37    163.01    347.68

   Mid Cap Value Fund                       108.96    159.25     202.85    327.70          28.96     89.25    152.85    327.70

MFS(R)

   Growth with Income Series                107.22    154.02     194.15    310.41          27.22     84.02    144.15    310.41

   Utilities Series                         107.52    154.94     195.69    313.48          27.52     84.94    145.69    313.48

Putnam Variable Trust

   Putnam VT International Growth Fund -
   Class IB Shares                          110.19    162.93     208.96    339.73          30.19     92.93    158.96    339.73

   Putnam VT Vista Fund - Class IB Shares   107.42    154.64     195.17    312.46          27.42     84.64    145.17    312.46

Wells Fargo VT

   Asset Allocation Fund                    108.45    157.71     200.30    322.65          28.45     87.71    150.30    322.65

   Corporate Bond Fund                      107.42    154.64     195.17    312.46          27.42     84.64    145.17    312.46

   Equity Income Fund                       108.45    157.71     200.30    322.65          28.45     87.71    150.30    322.65

   Equity Value Fund                        108.45    157.71     200.30    322.65          28.45     87.71    150.30    322.65

   Growth Fund                              108.45    157.71     200.30    322.65          28.45     87.71    150.30    322.65

   Large Company Growth Fund                108.45    157.71     200.30    322.65          28.45     87.71    150.30    322.65

   Money Market Fund                        106.91    153.10     192.60    307.33          26.91     83.10    142.60    307.33

   Small Cap Growth Fund                    110.50    163.84     210.48    342.72          27.35     93.84    160.48    342.72
</TABLE>

* In these examples, the $30 contract administrative charge is approximated as a
0.068%  charge based on our  estimated  average  contract  size.  Premium  taxes
imposed by some state and local  governments are not reflected in this table. We
entered into certain  arrangements  under which we are compensated by the funds'
advisors and/or  distributors for the administrative  services we provide to the
funds.

You should not  consider  these  examples as  representations  of past or future
expenses. Actual expenses may be more or less than those shown.

<PAGE>

<TABLE>
<CAPTION>

Condensed Financial Information (Unaudited)


The following tables give per-unit  information  about the financial  history of
each  subaccount.  We have not provided this  information  for some  subaccounts
because they are new and do not have any history.
<S>                                                                    <C>          <C>       <C>           <C>       <C>

Year ended Dec. 31,                                                        1999       1998        1997        1996       1995

Subaccount ECR(1) (Investing in shares of AXP(SM) Variable Portfolio - Capital Resource Fund)

Accumulation unit value at beginning of period                             $1.91      $1.56       $1.27       $1.20      $1.00

Accumulation unit value at end of period                                   $2.33      $1.91       $1.56       $1.27      $1.20

Number of accumulation units outstanding at end of period (000 omitted)    5,864      5,163       3,813       2,350      818

Ratio of operating expense to average net assets                            1.40%      1.40%       1.40%      1.50%       1.50%
____________________________________________________________________________________________________________________________________
Subaccount EIA(2) (Investing in shares of AXP(SM) Variable Portfolio - Extra Income Fund)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $1.00       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    8           --         --          --          --

Ratio of operating expense to average net assets                           1.40%       --         --          --          --
____________________________________________________________________________________________________________________________________
Subaccount EGD(3) (Investing in shares of AXP(SM) Variable Portfolio - New Dimensions Fund(R))

Accumulation unit value at beginning of period                             $1.32      $1.05       $1.00       --          --

Accumulation unit value at end of period                                   $1.72      $1.32       $1.05       --          --

Number of accumulation units outstanding at end of period (000 omitted)    2,141      1,108       69          --          --

Ratio of operating expense to average net assets                            1.40%      1.40%       1.40%      --          --
____________________________________________________________________________________________________________________________________
Subaccount ECA(2) (Investing in shares of AIM V.I. Capital Appreciation Fund)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $1.43       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    57          --         --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --
____________________________________________________________________________________________________________________________________
Subaccount EVA(4) (Investing in shares of AIM V.I. Value Fund)

Accumulation unit value at beginning of period                             $1.34      $1.03       $1.00       --          --

Accumulation unit value at end of period                                   $1.72      $1.34       $1.03       --          --

Number of accumulation units outstanding at end of period (000 omitted)    5,638      1,779       66          --          --

Ratio of operating expense to average net assets                            1.40%      1.40%      1.40%       --          --
____________________________________________________________________________________________________________________________________
Subaccount ESR(2) (Investing in shares of The Dreyfus Socially  Responsible Growth
Fund, Inc.)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $1.23       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    123         --         --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --

<PAGE>

Year ended Dec. 31,                                                        1999       1998       1997        1996        1995

Subaccount ERE(5) (Investing in shares of FTVIPT Franklin Real Estate Fund - Class 2)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $0.97       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    1           --         --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --
____________________________________________________________________________________________________________________________________
Subaccount EMU(5)  (Investing in shares of FTVIPT Mutual Shares  Securities Fund - Class 2)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $1.05       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    31          --         --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --
____________________________________________________________________________________________________________________________________
Subaccount JUS(5) (Investing in shares of Goldman Sachs VIT CORE(SM) U.S. Equity Fund)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $1.12       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    480         --         --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --
____________________________________________________________________________________________________________________________________
Subaccount JGL(5) (Investing in shares of Goldman Sachs VIT Global Income Fund)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $0.97       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    34          --         --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --
____________________________________________________________________________________________________________________________________
Subaccount JMC(6) (Investing in shares of Goldman Sachs VIT Mid Cap Value Fund)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $0.98       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    79          --         --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --
____________________________________________________________________________________________________________________________________
Subaccount EUT(5) (Investing in shares of MFS(R) Utilities Series)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $1.20       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    30          --         --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --

<PAGE>

Year ended Dec. 31,                                                        1999       1998       1997        1996        1995

Subaccount EPL5 (Investing in shares of Putnam VT International Growth Fund - Class IB Shares)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $1.33       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    347          --         --         --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --
____________________________________________________________________________________________________________________________________
Subaccount EPT(2) (Investing in shares of Putnam VT Vista Fund - Class IB Shares)

Accumulation unit value at beginning of period                             $1.00       --         --          --          --

Accumulation unit value at end of period                                   $1.48       --         --          --          --

Number of accumulation units outstanding at end of period (000 omitted)    1          --          --          --          --

Ratio of operating expense to average net assets                            1.40%      --         --          --          --
</TABLE>

(1) Operations commenced on Feb. 21, 1995.

(2) Operations commenced on Aug. 26, 1999.

(3) Operations commenced on Oct. 29, 1997.

(4) Operations commenced on Oct. 30, 1997.

(5) Operations commenced on Sept. 22, 1999.

(6) Operations commenced on Oct. 4, 1999

<PAGE>

Financial Statements

You can find the audited financial  statements of the subaccounts with financial
history in the SAI.  The SAI does not include the audited  financial  statements
for some of the subaccounts because they are new and do not have any assets. You
can find our audited financial statements later in this prospectus.

Performance Information

Performance  information  for the  subaccounts  may appear  from time to time in
advertisements or sales literature. This information reflects the performance of
a  hypothetical  investment in a particular  subaccount  during a specified time
period. We show actual performance from the date the subaccounts began investing
in  the  funds.  For  some  subaccounts,  we  do  not  provide  any  performance
information  because they are new and have not had any activity to date. We also
show  performance  from the  commencement  date of the funds as if the  contract
existed at that time, which it did not. Although we base performance  figures on
historical earnings, past performance does not guarantee future results.

We include  non-recurring  charges (such as withdrawal  charges) in total return
figures, but not in yield quotations.  Excluding  non-recurring charges in yield
calculations increases the reported value.

Total return figures reflect deduction of all applicable charges, including the:

o    contract administrative charge,

o    variable account administrative charge,

o    Enhanced Death Benefit Rider fee*,

o    Guaranteed Minimum Income Benefit Rider** fee,

o    mortality and expense risk fee, and

o    withdrawal  charge  (assuming a  withdrawal  at the end of the  illustrated
     period).

*Available if both you and the annuitant are 79 or younger. May not be available
in all states.

**This rider is only  available at the time you  purchase  your  contract if the
annuitant is 75 or younger and you also select the Enhanced  Death Benefit Rider
option. Riders may not be available in all states.

We also show optional total return  quotations that do not reflect  deduction of
the withdrawal charge (assuming no withdrawal), the Enhanced Death Benefit Rider
fee and the  Guaranteed  Minimum  Income  Benefit  Rider fee.  We may show total
return quotations by means of schedules, charts or graphs.

Average annual total return is the average annual  compounded  rate of return of
the  investment  over a period of one,  five and ten years (or up to the life of
the subaccount if it is less than ten years old).

Cumulative  total return is the cumulative  change in the value of an investment
over a specified time period.  We assume that income earned by the investment is
reinvested. Cumulative total return generally will be higher than average annual
total return.

Annualized  simple  yield (for  subaccounts  investing  in money  market  funds)
"annualizes"  the income  generated  by the  investment  over a given  seven-day
period.  That is, we assume the  amount of income  generated  by the  investment
during the period will be generated  each  seven-day  period for a year. We show
this as a percentage of the investment.

Annualized  compound yield (for subaccounts  investing in money market funds) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it.  Compound yield will be higher than the simple yield because of
the compounding effect of the assumed reinvestment.

<PAGE>

Annualized  yield (for  subaccounts  investing in income funds)  divides the net
investment  income  (income less expenses) for each  accumulation  unit during a
given 30-day  period by the value of the unit on the last day of the period.  We
then convert the result to an annual percentage.

You  should  consider  performance   information  in  light  of  the  investment
objectives,  policies,  characteristics  and  quality  of the fund in which  the
subaccount  invests and the market  conditions during the specified time period.
Advertised   yields  and  total  return  figures  include  charges  that  reduce
advertised performance. Therefore, you should not compare subaccount performance
to that of mutual funds that sell their shares directly to the public.  (See the
SAI for a further  description  of methods  used to  determine  total return and
yield.)

If you would  like  additional  information  about  actual  performance,  please
contact  us at the  address  or  telephone  number  on the  first  page  of this
prospectus.

<PAGE>

The Variable Account and the Funds
<TABLE>
<CAPTION>

You may  allocate  payments  to any or all of the  subaccounts  of the  variable
account that invest in shares of the following funds:
<S>                <C>                             <C>                                           <C>
____________________________________________________________________________________________________________________________________
Subaccount         Investing In                     Investment Objectives and Policies           Investment Advisor or Manager
____________________________________________________________________________________________________________________________________
WBCA2              AXP(SM) Variable Portfolio -     Objective: long-term total return exceeding  IDS Life Insurance
WBCA4              Blue Chip Advantage Fund         exceeding that of the U.S. stock market.     Company  (IDS Life),
WBCA5                                               Invests primarily in common stocks of        investment manager;
WBCA7                                               companies included in the unmanaged S&P      American Express
                                                    500 Index.                                   Financial Corporation (AEFC),
                                                                                                 investment advisor.

ECR                AXP(SM) Variable Portfolio -     Objective: capital appreciation. Invests     IDS Life, investment
WCAR2              Capital Resource Fund            primarily in U.S. common stocks and other    manager; AEFC, investment
WCAR4                                               securities convertible into common stocks.   advisor.
WCAR7

WDEI2              AXP(SM)  Variable  Portfolio -   Objective:  a high level of current income   IDS Life, investment
WDE14              Diversified Equity Income Fund   and, as a secondary goal, steady growth of   manager; AEFC, investment
WDE15                                               capital. Invests primarily in                advisor.
WDE17                                               dividend-paying common and preferred stocks

EIA                AXP(SM) Variable Portfolio -     Objective: high current income, with         IDS Life, investment
WEXI2              Extra Income Fund                capital growth as a secondary objective.     manager; AEFC, investment
WEXI4                                               Invests primarily in high-yielding,          advisor.
WEXI7                                               high-risk corporate bonds issued by U.S.
                                                    and foreign companies and governments.

WFDI2              AXP(SM) Variable Portfolio -     Objective: a high level of current income    IDS Life, investment
WFDI4              Federal Income Fund              and safety of principal consistent with an   manager; AEFC, investment
WFDI5                                               investment in U.S. government and            advisor.
WFDI7                                               government agency securities. Invests
                                                    primarily in debt obligations issued or
                                                    guaranteed as to principal and interest by
                                                    the U.S. government, its agencies or
                                                    instrumentalities.

EGD                AXP(SM) Variable Portfolio -     Objective: long-term growth of capital.      IDS Life, investment
WNDM2              New Dimensions Fund(R)           Invests primarily in common stocks of U.S.   manager; AEFC, investment
WNDM4                                               and foreign companies showing potential      advisor.
WNDM7                                               for  significant growth.

<PAGE>

____________________________________________________________________________________________________________________________________
Subaccount         Investing In                     Investment Objectives and Policies           Investment Advisor or Manager
____________________________________________________________________________________________________________________________________

WSCA2              AXP(SM) Variable Portfolio -     Objective: long-term capital growth.         IDS Life, investment
WSCA4              Small Cap Advantage Fund         Invests primarily in equity stocks of        manager; AEFC, investment
WSCA5                                               small companies that are often included in   advisor; Kenwood Capital
WSCA7                                               the S&P SmallCap 600 Index or the Russell    Management LLC,
                                                    2000 Index.                                  sub-investment advisor.

ECA                AIM V.I. Capital                 Objective: growth of capital. Invests        A I M Advisors, Inc.
WCAP2              Appreciation Fund                primarily in common stocks, with emphasis
WCAP4                                               on medium- and small-sized growth companies.
WCAP7

EVA                AIM V.I. Value Fund              Objective: long-term growth of capital       A I M Advisors, Inc.
WVAL2                                               with income as a secondary objective.
WVAL4                                               Invests  primarily in equity securities
WVAL7                                               judged to be undervalued  relative to the
                                                    investment advisor's appraisal of the current
                                                    or projected  earnings  of  the  companies
                                                    issuing the securities, or relative to current
                                                    market values of assets owned by the companies
                                                    issuing the securities,  or  relative to
                                                    the equity market generally.

ESR                The Dreyfus Socially             Objective: capital growth, with current      The Dreyfus Corporation,
WSRG2              Responsible Growth Fund, Inc.    income as a secondary objective. Invests     investment advisor; NCM
WSRG4                                               primarily in  the common stock of  companies Capital Management  Group,
WSRG7                                               that, in the  opinion  of the  fund's        Inc., sub-investment
                                                    management, meet traditional investment      advisor.
                                                    standards  and conduct their business in a
                                                    manner  that contributes to the enhancement
                                                    of the quality of life in America.

WISE2              FTVIPT Franklin Income           Objective: maximize income while             Franklin Advisers, Inc.
WISE4              Securities Fund - Class 2        maintaining prospects for capital
WISE5                                               appreciation. Invests primarily in a
WISE7                                               diversified portfolio of debt and equity
                                                    securities, including high yield,
                                                    lower-rated "junk bonds."

ERE                FTVIPT Franklin Real  Estate     Objective: capital appreciation with a       Franklin Advisers, Inc.
WRES2              Fund Class 2 (previously         secondary goal to earn current income.
WRES4              Franklin Real Estate             Invests primarily in securities of
WRES7              Securities Fund)                 companies operating in the real estate
                                                    industry, primarily equity real estate
                                                    investment trusts (REITS).

WSMC2              FTVIPT Franklin Small  Cap       Objective: long-term capital growth.         Franklin Advisers, Inc.
WSMC4              Fund - Class 2                   Invests primarily in equity securities of
WSMC5                                               U.S. small capitalization (small cap)
WSMC7                                               growth companies.

<PAGE>

____________________________________________________________________________________________________________________________________
Subaccount         Investing In                     Investment Objectives and Policies           Investment Advisor or Manager
____________________________________________________________________________________________________________________________________

EMU                FTVIPT Mutual Shares             Objective: capital appreciation with         Franklin Mutual Advisers, LLC
WMSI2              Securities Fund - Class 2        income  as a secondary goal. Invests
WMSI4                                               primarily in equity securities of companies
WMSI4                                               that the manager believes are available at
                                                    market prices less than their value based on
                                                    certain recognized or objective criteria
                                                    (intrinsic value).

JUS                Goldman Sachs VIT CORE(SM)       Objective: long-term growth of capital and   Goldman Sachs Asset
WUSE2              U.S. Equity Fund                 dividend income. Primarily invests in a      Management
WUSE4                                               broadly diversified portfolio of large-cap
WUSE7                                               and blue chip equity securities representing
                                                    all major sectors of the U.S. economy.

JGL                Goldman Sachs VIT Global         Objective: high total return, emphasizing    Goldman Sachs Asset
WGLI2              Income Fund                      current income, and, to a lesser extent,     Management International
WGLI4                                               providing opportunities for capital
WGLI7                                               appreciation. Invests primarily in a
                                                    portfolio of high quality fixed-income
                                                    securities of U.S. and foreign issuers and
                                                    enters into transactions in foreign
                                                    currencies.

WITO2              Goldman Sachs VIT Internet       Objective: long-term growth of capital.      Goldman Sachs Asset
WITO4              Tollkeeper Fund                  Invests primarily in equity securities of    Management
WIT05                                               companies that the Investment  Advisor
WIT07                                               believes will benefit from the growth of the
                                                    Internet by providing access, infrastructure,
                                                    content and services  to Internet companies
                                                    and customers.

JMC                Goldman Sachs VIT Mid Cap        Objective: long-term capital appreciation.   Goldman Sachs Asset
WMCE2              Value Fund                       Invests primarily in mid-capitalization      Management
WMCE4                                               companies within the range of the market
WMCE7                                               capitalization  of companies consituting the
                                                    Russell Mid Cap Value Index at the time
                                                    of investment.

WGIS2              MFS(R) Growth with  Income       Objective: reasonable current income and     MFS Investment Management(R)
WGIS4              Series                           long-term growth of capital and income.
WGIS5                                               Invests  primarily in common stocks and
WGIS7                                               related securities, such as preferred stocks,
                                                    convertible  securities  and depositary
                                                    receipts for those securities.

<PAGE>

____________________________________________________________________________________________________________________________________
Subaccount         Investing In                     Investment Objectives and Policies           Investment Advisor or Manager
____________________________________________________________________________________________________________________________________

EUT                MFS(R) Utilities Series          Objective: capital growth and current        MFS Investment
WUTS2                                               income. Invests primarily in equity and      Management(R)
WUTS4                                               debt securities of domestic and foreign
WUTS7                                               companies in the utilities industry.

EPL                Putnam VT International Growth   Objective: capital appreciation. Invests     Putnam Investment
WIGR2              Fund - Class IB Shares           primarily in equity securities of            Management, Inc.
WIGR4                                               companies located in a country other than
WIGR7                                               the U.S.

EPT                Putnam VT Vista Fund - Class     Objective: capital appreciation. Invests     Putnam Investment
WVIS2              IB Shares                        primarily in a diversified portfolio of      Management, Inc.
WVIS4                                               common stocks that Putnam Management
WVIS7                                               believes have above-average potential for
                                                    capital appreciation

WAAL2              Wells Fargo VT Asset             Objective: long-term total return,           Wells Fargo Bank, N.A.,
WAAL4              Allocation Fund                  consistent with reasonable risk. Invests     advisor; Barclays Global
WAAL5                                               primarily in the securities of various       Fund Advisors,
WAAL7                                               indexes to replicate the total return of     sub-advisor.
                                                    the  index.  We use an asset allocation
                                                    model to allocate and reallocate assets
                                                    among common stocks (S&P 500 Index), U.S.
                                                    Treasury bonds (Lehman Brothers  20+  Bond
                                                    Index)and  money market instruments, assuming
                                                    a "normal" allocation of 60% stocks and 40%
                                                    bonds.

WCBD2              Wells Fargo VT Corporate Bond    Objective: high level of current income      Wells Fargo Bank, N.A.,
WCBD4              Fund                             consistent with reasonable risk. Invests     advisor; Wells Capital
WCBD5                                               primarily in corporate debt securities of    Management Incorporated,
WCBD7                                               any maturity.                                sub-advisor.
<PAGE>

____________________________________________________________________________________________________________________________________
Subaccount         Investing In                     Investment Objectives and Policies           Investment Advisor or Manager
____________________________________________________________________________________________________________________________________

WEQI2              Wells Fargo VT Equity  Income    Objective: long-term capital appreciation    Wells Fargo Bank, N.A.,
WEQI4              Fund                             and above-average dividend income.           advisor; Wells Capital
WEQI5                                               Invests primarily in common stock of         Management Incorporated,
WEQI7                                               large, high-quality domestic companies       sub-advisor.
                                                    with above-average return potential and
                                                    above-average dividend income.

WEQV2              Wells Fargo VT Equity  Value     Objective: long-term capital appreciation.   Wells Fargo Bank, N.A.,
WEQV4              Fund                             Invests primarily in equity                  advisor; Wells Capital
WEQV5                                               securities that we believe are undervalued   Management Incorporated,
WEQV7                                               in relation to the overall stock markets.    sub-advisor.

WGRO2              Wells Fargo VT Growth Fund       Objective: long-term capital appreciation.   Wells Fargo Bank, N.A.,
WGRO4                                               Invests primarily in common stocks and       advisor; Wells Capital
WGRO5                                               other equity securities. We look for         Management Incorporated,
WGRO7                                               companies that have a strong earnings        sub-advisor.
                                                    growth trend that we believe have
                                                    above-average prospects for future growth.

WLCG2              Wells Fargo VT Large Company     Objective: long-term capital appreciation.   Wells Fargo Bank, N.A.,
WLCG4              Growth Fund                      Invests primarily in common stock of         advisor; Peregrine
WLCG5                                               large, high-quality domestic companies       Capital Management, Inc.,
WLCG7                                               that the Advisor believes have superior      sub-advisor.
                                                    growth potential.

WMMK2              Wells Fargo VT Money  Market     Objective: current income, while             Wells Fargo Bank, N.A.,
WMMK4              Fund                             preserving capital and liquidity. Invests    advisor; Wells Capital
WMMK5                                               primarily in high-quality, U.S.              Management Incorporated,
WMMK7                                               dollar-denominated money market              sub-advisor.
                                                    instruments, including debt obligations.

WSCG2              Wells Fargo VT Small Cap         Objective: long-term capital appreciation.   Wells Fargo Bank, N.A.,
WSCG4              Growth Fund                      Invests primarily in common stocks issued    advisor; Wells Capital
WSCG5                                               by companies whose market capitalization     Management Incorporated,
WSCG7                                               falls within the range of the Russell        sub-advisor.
                                                    2000  Index, which is considered a small
                                                    capitalization index.

</TABLE>

The  investment  objectives and policies of some of the funds are similar to the
investment  objectives  and policies of other  mutual  funds that an  investment
advisor or its  affiliates  manage.  Although the objectives and policies may be
similar,  each fund will have its own  portfolio  holdings  and its own fees and
expenses. Accordingly, each fund will have its own investment results, and those
results  may differ  significantly  from other  funds  with  similar  investment
objectives and policies.

The investment  managers and advisors cannot  guarantee that the funds will meet
their investment  objectives.  Please read the funds' prospectuses for facts you
should  know  before  investing.   These  prospectuses  also  are  available  by
contacting  us at the  address  or  telephone  number on the first  page of this
prospectus.

All funds are  available  to serve as the  underlying  investments  for variable
annuities.  Some funds also are  available  to serve as  investment  options for
variable  life  insurance  policies and  tax-deferred  retirement  plans.  It is
possible  that in the future,  it may be  disadvantageous  for variable  annuity
accounts and variable life insurance  accounts  and/or  tax-deferred  retirement
plans to invest in the available funds simultaneously.

<PAGE>

Although the insurance  company and the funds do not currently  foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor  events in order to identify  any  material  conflicts  between  annuity
owners,  policy owners and  tax-deferred  retirement plans and to determine what
action,  if any,  should be taken in response to a conflict.  If a board were to
conclude  that it should  establish  separate  funds for the  variable  annuity,
variable life insurance and tax-deferred retirement plan accounts, you would not
bear any expenses  associated with establishing  separate funds. Please refer to
the funds' prospectuses for risk disclosure regarding  simultaneous  investments
by variable  annuity,  variable life insurance and tax-deferred  retirement plan
accounts.

The Internal  Revenue  Service  (IRS) issued final  regulations  relating to the
diversification requirements under Section 817(h) of the Code. Each fund intends
to comply with these requirements.

The variable account was established under Indiana law on July 15, 1987, and the
subaccounts are registered  together as a single unit investment trust under the
Investment  Company  Act of 1940  (the 1940  Act).  This  registration  does not
involve any  supervision of our management or investment  practices and policies
by the SEC. All obligations  arising under the contracts are general obligations
of American Enterprise Life.

The variable  account meets the  definition of a separate  account under federal
securities laws. We credit or charge income, capital gains and capital losses of
each subaccount only to that  subaccount.  State insurance law prohibits us from
charging a subaccount with liabilities of any other subaccount or of our general
business.  The variable  account  includes other  subaccounts that are available
under contracts that are not described in this prospectus.

The  U.S.  Treasury  and the IRS  indicated  that  they may  provide  additional
guidance on investment control.  This concerns how many variable  subaccounts an
insurance  company may offer and how many  exchanges  among  subaccounts  it may
allow before the contract owner would be currently taxed on income earned within
subaccount  assets.  At this time, we do not know what the  additional  guidance
will be or when  action  will be taken.  We  reserve  the  right to  modify  the
contract,  as  necessary,  so that the  owner  will not be  subject  to  current
taxation as the owner of the subaccount assets.

We intend to comply with all federal tax laws so that the contract  continues to
qualify as an annuity for federal  income tax purposes.  We reserve the right to
modify the contract as necessary to comply with any new tax laws.

<PAGE>

The Fixed Accounts

GUARANTEE PERIOD ACCOUNTS

You may  allocate  purchase  payments  to one or more  of the  Guarantee  Period
Accounts with Guarantee  Periods  ranging from two to ten years.  These accounts
are not available in all states and are not offered after annuity payouts begin.
Some states also  restrict the amount you can allocate to these  accounts.  Each
Guarantee  Period  Account  pays an  interest  rate  that is  declared  when you
allocate  money  to that  account.  That  interest  rate is then  fixed  for the
Guarantee  Period  that you chose.  We will  periodically  change  the  declared
interest  rate for any future  allocations  to these  accounts,  but we will not
change the rate paid on money currently in a Guarantee Period Account.

The interest  rates that we will declare as  guaranteed  rates in the future are
determined  by us at our  discretion.  We will  determine  these  rates based on
various factors  including,  but not limited to, the interest rate  environment,
returns  available on  investments  backing  these  annuities,  product  design,
competition and American Enterprise Life's revenues and other expenses.

You may  transfer  money out of the  Guarantee  Period  Accounts  within 30 days
before the end of the  Guarantee  Period  without  receiving a MVA (see  "Market
Value  Adjustment  (MVA)"  below.)  At that  time you may  choose to start a new
Guarantee  Period of the same length,  transfer  the money to another  Guarantee
Period Account,  transfer the money to any of the  subaccounts,  or withdraw the
money from the contract (subject to applicable withdrawal provisions).  If we do
not  receive  any  instructions  at the end of your  Guarantee  Period,  we will
automatically transfer the money into the one-year fixed account.

We hold amounts you allocate to the Guarantee Period Accounts in a "nonunitized"
separate  account we have  established  under the Indiana  Insurance  Code. This
separate account  provides an additional  measure of assurance that we will make
full payment of amounts due under the Guarantee Period Accounts. State insurance
law prohibits us from charging this  separate  account with  liabilities  of any
other  separate  account or of our general  business.  We own the assets of this
separate  account  as well as any  favorable  investment  performance  of  those
assets.  You do not  participate  in the  performance of the assets held in this
separate  account.  We  guarantee  all  benefits  relating  to your value in the
Guarantee Period Accounts.

We intend to  construct  and manage the  investment  portfolio  relating  to the
separate account using a strategy known as "immunization." Immunization seeks to
lock in a defined  return on the pool of assets  versus the pool of  liabilities
over a  specified  time  horizon.  Since the  return on the  assets  versus  the
liabilities  is locked  in, it is  "immune"  to any  potential  fluctuations  in
interest rates during the given time. We achieve  immunization by constructing a
portfolio of assets with a price  sensitivity  to interest  rate changes  (i.e.,
price  duration)  that  is  essentially  equal  to  the  price  duration  of the
corresponding portfolio of liabilities.  Portfolio immunization provides us with
flexibility and efficiency in creating and managing the asset  portfolio,  while
still assuring safety and soundness for funding liability obligations.

We must  invest  this  portfolio  of  assets  in  accordance  with  requirements
established  by  applicable  state laws  regarding  the  nature  and  quality of
investments  that life insurance  companies may make and the percentage of their
assets that they may commit to any particular type of investment. Our investment
strategy will incorporate the use of a variety of debt instruments  having price
durations tending to match the applicable  Guarantee Periods.  These instruments
include, but are not necessarily limited to, the following:

o    Securities   issued   by  the   U.S.   government   or  its   agencies   or
     instrumentalities,  which issues may or may not be  guaranteed  by the U.S.
     government;

o    Debt  securities  that have an investment  grade,  at the time of purchase,
     within  the  four  highest  grades  assigned  by  any of  three  nationally
     recognized rating agencies -- Standard & Poor's,  Moody's Investors Service
     or Duff and  Phelp's  -- or are  rated  in the two  highest  grades  by the
     National Association of Insurance Commissioners;

<PAGE>

o    Other debt instruments  which are unrated or rated below investment  grade,
     limited to 10% of assets at the time of purchase; and

o    Real estate  mortgages,  limited to 45% of portfolio  assets at the time of
     acquisition.

In addition,  options and futures  contracts on fixed income  securities will be
used  from time to time to  achieve  and  maintain  appropriate  investment  and
liquidity characteristics on the overall asset portfolio.

While this information  generally describes our investment strategy,  we are not
obligated to follow any particular strategy except as may be required by federal
law and Indiana and other state insurance laws.

MARKET VALUE ADJUSTMENT (MVA)

You may  choose  to  transfer  or  withdraw  money out of the  Guarantee  Period
Accounts  prior to the end of the Guarantee  Period.  The amount  transferred or
withdrawn  will receive a MVA which will  increase or decrease the actual amount
transferred or withdrawn. We calculate the MVA using the formula shown below and
we base it on the current level of interest  rates  compared to the rate of your
Guarantee Period Account.

Amount transferred     x    (           l + i       )   n/12
                            (       l + j + .001    )

Where:                       i  = rate earned in the account from which funds
                                  are being transferred
                             j  = current rate for a new Guarantee Period equal
                                  to the remaining term in the current
                                  Guarantee Period
                             n  = number of months remaining in the current
                                  Guarantee Period (rounded up)

We will not make MVAs for amounts withdrawn for withdrawal  charges,  the annual
contract  administrative  charge or paid out as a death claim.  We also will not
make MVAs on automatic  transfers from the two-year Guarantee Period Account. We
determine any applicable  withdrawal  charges based on the market value adjusted
withdrawals. In some states, the MVA is limited.

THE ONE-YEAR FIXED ACCOUNT

You may also allocate  purchase  payments to the one-year  fixed  account.  Some
states  restrict  the  amount  you can  allocate  to this  account.  We back the
principal and interest  guarantees  relating to the one-year fixed account.  The
value of the  one-year  fixed  account  increases  as we credit  interest to the
account.  Purchase  payments and transfers to the one-year  fixed account become
part of our general account.  We credit interest daily and compound it annually.
We will change the  interest  rates from time to time at our  discretion.  These
rates  will be based on  various  factors  including,  but not  limited  to, the
interest  rate  environment,   returns  earned  on  investments   backing  these
annuities, the rates currently in effect for new and existing company annuities,
product design, competition, and the company's revenues and expenses.

Interest in the one-year fixed account is not required to be registered with the
SEC.  However,  the Market Value  Adjustment  interests  under the contracts are
registered  with the SEC. The SEC staff does not review the  disclosures in this
prospectus  on  the  one-year  fixed  account  (but  the  SEC  does  review  the
disclosures  in this  prospectus  on the  Market  Value  Adjustment  interests).
Disclosures  regarding the one-year  fixed account,  however,  may be subject to
certain generally applicable  provisions of the federal securities laws relating
to the  accuracy and  completeness  of  statements  made in  prospectuses.  (See
"Making the Most of Your  Contract -- Transfer  policies"  for  restrictions  on
transfers involving the one-year fixed account.)

<PAGE>

Buying Your Contract

You can fill out an  application  and send it along with your  initial  purchase
payment to our  office.  As the owner,  you have all rights and may  receive all
benefits under the contract.  You may buy a qualified  annuity or a nonqualified
annuity  through your AEFAsales  representative.  You may be able to buy another
contract with the same underlying funds.  this contract has different  mortality
and  expense  risk fees and  withdrawal  charges  and  offers  purchase  payment
credits.  For  information  on this  contract,  please call us at the  telephone
number  listed  on  the  first  page  of  this  prospectus  or  ask  your  sales
representative.

You can own a nonqualified  annuity in joint tenancy with rights of survivorship
only in spousal situations. You cannot own a qualified annuity in joint tenancy.
You can buy a contract or become an annuitant if you are 85 or younger. (The age
limit may be younger for qualified annuities in some states.)

When you apply, you may select:

o    the length of the withdrawal charge period (five or seven years)*;

o    the optional Enhanced Death Benefit Rider**;

o    the optional Guaranteed Minimum Income Benefit Rider***;

o    the one-year fixed account, Guarantee Period Accounts and/or subaccounts in
     which you want to invest****;

o    how you want to make purchase payments; and

o    a beneficiary.

  * Contracts sold through AEFA are only available with a seven-year  withdrawal
    charge schedule.

 ** Available if both you and the annuitant are 79 or younger. May not be
    available in all states.

*** This rider is only  available at the time you purchase  your contract if the
    annuitant is 75 or younger and you also select the Enhanced  Death Benefit
    Rider option. Riders may not be available in all states.

****Some states restrict the amount you can allocate to these accounts.

The contract  provides for allocation of purchase payments to the subaccounts of
the variable account and/or to the fixed accounts in even 1% increments.

If your  application  is complete,  we will  process it and apply your  purchase
payment to the fixed accounts and  subaccounts  you selected within two business
days after we receive it at our office. If we accept your  application,  we will
send you a contract.  If we cannot accept your application  within five business
days,  we will  decline it and return your  payment.  We will credit  additional
purchase  payments you make to your  accounts on the  valuation  date we receive
them. We will value the additional  payments at the next accumulation unit value
calculated after we receive your payments at our office.

You may make monthly  payments to your  contract  under a Systematic  Investment
Plan (SIP).  To begin the SIP, you will  complete and send a form and your first
SIP payment  along with your  application.  There is no charge for SIP.  You can
stop your SIP payments at any time.

In most states,  you may make additional  purchase  payments to nonqualified and
qualified annuities until the retirement date.

<PAGE>

THE RETIREMENT DATE

Annuity  payouts are scheduled to begin on the retirement  date. When we process
your  application,  we will establish the retirement  date to the maximum age or
date described below. You can also select a date within the maximum limits.  You
can  align  this date with your  actual  retirement  from a job,  or it can be a
different  future  date,  depending  on your  needs  and  goals  and on  certain
restrictions.  You  also can  change  the  date,  provided  you send us  written
instructions at least 30 days before annuity payouts begin.

For nonqualified annuities and Roth IRAs, the retirement date must be:

o    no earlier than the 60th day after the contract's effective date; and

o    no  later  than  the  annuitant's  85th  birthday  or  the  tenth  contract
     anniversary, if purchased after age 75.

For qualified  annuities  (except Roth IRAs),  to avoid IRS penalty  taxes,  the
retirement date generally must be:

o    on or after the date the annuitant reaches age 591/2; and

o    for IRAs and SEPs, by April 1 of the year  following the calendar year when
     the annuitant reaches age 701/2.

If you take the minimum IRA  distribution  as required by the Code from  another
tax-qualified  investment,  or in the  form of  partial  withdrawals  from  this
contract,  annuity payouts can start as late as the annuitant's 85th birthday or
the tenth contract anniversary, if later.

BENEFICIARY

We will pay your named  beneficiary  the death  benefit  if it  becomes  payable
before the  retirement  date (while the contract is in force and before  annuity
payouts begin). If there is no named  beneficiary,  then you or your estate will
be  the   beneficiary.   (See  "Benefits  in  Case  of  Death"  for  more  about
beneficiaries.)

PURCHASE PAYMENTS

Minimum initial purchase payment (not including SIPs):
                                              $5,000 in Texas, Washington and
                                                     South Carolina
                                              $2,000 in all other states

Minimum additional purchase payments:

                  If paying by SIP*:          If paying by any other method:
                  $50                         $100

*Payments  made  using  SIP  must  total  $2,000  before  you can  make  partial
withdrawals.

Maximum total allowable purchase payments**
(without prior approval):                     $99,999 for contracts sold
                                                through AEFA

                                              $1,000,000 for all other contracts

 **This limit  applies in total to all American  Enterprise  Life  annuities you
own.  We  reserve  the  right to  increase  the  maximum  limit.  For  qualified
annuities,  the tax-deferred  retirement  plan's limits on annual  contributions
also apply.

<PAGE>

HOW TO MAKE PURCHASE PAYMENTS

1 By letter:

Send your check along with your name and contract number to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

2 By SIP:

Contact your sales representative to complete the necessary SIP paperwork.

<PAGE>

Charges

CONTRACT ADMINISTRATIVE CHARGE

We charge this fee for establishing and maintaining your records.  We deduct $30
from the contract value on your contract anniversary at the end of each contract
year. We prorate this charge among the subaccounts and the fixed accounts in the
same  proportion  your  interest in each  account  bears to your total  contract
value.

We will waive this  charge  when your  contract  value is $50,000 or more on the
current contract anniversary.

If you take a full withdrawal from your contract,  we will deduct this charge at
the time of withdrawal  regardless of the contract value. We cannot increase the
annual  contract  administrative  charge  and it does not  apply  after  annuity
payouts begin or when we pay death benefits.

VARIABLE ACCOUNT ADMINISTRATIVE CHARGE

We apply this  charge  daily to the  subaccounts.  It is  reflected  in the unit
values of your subaccounts and it totals 0.15% of their average daily net assets
on an annual basis. It covers certain  administrative  and operating expenses of
the subaccounts such as accounting,  legal and data processing fees and expenses
involved in the preparation and  distribution  of reports and  prospectuses.  We
cannot increase the variable account administrative charge.

MORTALITY AND EXPENSE RISK FEE

We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee. For contracts  with a five-year  withdrawal  charge  schedule,
this fee totals 1.30% of their average daily net assets on an annual basis.  For
contracts with a seven-year withdrawal charge schedule, this fee totals 1.05% of
their average daily net assets on an annual basis. This fee covers the mortality
and expense risk that we assume.  Approximately two-thirds of this amount is for
our assumption of mortality risk, and one-third is for our assumption of expense
risk. If you choose the optional Enhanced Death Benefit Rider, we will charge an
additional  0.20% of the average daily net assets on annual basis (see "Enhanced
Death Benefit Rider fee" below.) These fees do not apply to the fixed  accounts.
We cannot increase these fees.

Mortality  risk arises  because of our  guarantee to pay a death benefit and our
guarantee to make annuity  payouts  according to the terms of the  contract,  no
matter  how long a  specific  annuitant  lives and no matter how long our entire
group of annuitants live. If, as a group, annuitants outlive the life expectancy
we assumed in our  actuarial  tables,  then we must take money from our  general
assets to meet our obligations.  If, as a group,  annuitants do not live as long
as expected, we could profit from the mortality risk fee.

Expense  risk arises  because we cannot  increase  the  contract  administrative
charge or the variable account  administrative  charge and these charges may not
cover  our  expenses.  We would  have to make up any  deficit  from our  general
assets.  We could profit from the expense  risk fee if future  expenses are less
than expected.

<PAGE>

The  subaccounts  pay us the  mortality  and  expense  risk fee they  accrued as
follows:

o    first,  to the  extent  possible,  the  subaccounts  pay  this fee from any
     dividends distributed from the funds in which they invest;

o    then,  if necessary,  the funds redeem  shares to cover any remaining  fees
     payable.

We may use any  profits we realize  from the  subaccounts'  payment to us of the
mortality  and expense  risk fee for any proper  corporate  purpose,  including,
among others,  payment of distribution (selling) expenses. We do not expect that
the withdrawal charge,  discussed in the following paragraphs,  will cover sales
and distribution expenses.

ENHANCED DEATH BENEFIT RIDER FEE

We charge a fee for this  optional  feature only if you choose this  option.  If
selected,  we apply this fee daily to the  subaccounts  as part of the mortality
and expense risk fee. It is reflected in the unit values of the  subaccounts and
it totals 0.20% of their average daily net assets on an annual basis.  We cannot
increase the Enhanced Death Benefit Rider fee.

GUARANTEED MINIMUM INCOME BENEFIT RIDER FEE

We charge a fee based on the  Guaranteed  Income  Benefit Base for this optional
feature  only  if you  choose  this  option.  If  selected,  we  deduct  the fee
(currently  0.30%) from the contract  value on your contract  anniversary at the
end of each contract year. We prorate this fee among the  subaccounts  and fixed
accounts in the same  proportion  your  interest in each  account  bears to your
total contract value.

We apply the fee on an adjusted  benefit base  calculated as the result of (a) +
(b) - (c), where:

(a) is the Guaranteed Income Benefit Base,

(b) is the adjusted transfers from the subaccounts to the fixed accounts made in
the last six months, and

(c) is the total contract value in the fixed accounts.

The result of (b) minus (c) cannot be  greater  than zero.  It allows us to base
the charge largely on the subaccounts, and not on the fixed accounts.

We will deduct the fee, adjusted for the number of calendar days coverage was in
place if the  contract  is  terminated  for any reason or when  annuity  payouts
begin. We cannot increase the Guaranteed  Minimum Income Benefit Rider fee after
the rider  effective date and it does not apply after annuity  payouts begin. We
can increase the Guaranteed Minimum Income Benefit Rider fee on new contracts up
to a maximum of 0.75%.

<PAGE>

WITHDRAWAL CHARGE

If you withdraw all or part of your contract, you may be subject to a withdrawal
charge. A withdrawal  charge applies if all or part of the withdrawal  amount is
from purchase payments we received within five or seven years before withdrawal.
You select the withdrawal  charge period at the time of your application for the
contract.  The withdrawal charge percentages that apply to you are shown in your
contract.  In addition,  amounts withdrawn from a Guarantee Period Account prior
to the end of the  applicable  Guarantee  Period will be subject to a MVA.  (See
"The Fixed Accounts -- Market Value Adjustment (MVA).")

For purposes of calculating any withdrawal  charge,  we treat amounts  withdrawn
from your contract value in the following order:

1.   First,  in each contract  year, we withdraw  amounts  totaling up to 15% of
     your prior  anniversary  contract value. (We consider your initial purchase
     payment  to be the  prior  anniversary  contract  value  during  the  first
     contract year.) We do not assess a withdrawal charge on this amount.

2.   Next,  we withdraw  contract  earnings,  if any,  that are greater than the
     annual 15% free withdrawal  amount described in number one above.  Contract
     earnings  equal  contract  value less  purchase  payments  received and not
     previously  withdrawn.  We do not assess a  withdrawal  charge on  contract
     earnings.

NOTE:We determine  contract  earnings by looking at the entire  contract  value,
     not the earnings of any particular subaccount or the fixed accounts.

3.   Next we withdraw  purchase payments received prior to the withdrawal charge
     period  you  selected  and  shown  in your  contract.  We do not  assess  a
     withdrawal charge on these purchase payments.

4.   Finally,  if necessary,  we withdraw  purchase  payments  received that are
     still within the  withdrawal  charge  period you selected and shown in your
     contract. We withdraw these payments on a first-in, first-out (FIFO) basis.
     We do assess a withdrawal charge on these payments.

We  determine  your  withdrawal  charge  by  multiplying  each of your  payments
withdrawn by the applicable  withdrawal charge  percentage,  and then adding the
total withdrawal charges.

The withdrawal charge  percentage  depends on the number of years since you made
the payments that are withdrawn, depending on the schedule you selected:

            Five-year schedule                        Seven-year schedule

  Years from purchase  Withdrawal charge  Years from purchase  Withdrawal charge
   payment receipt         percentage       payment receipt        percentage

           1                   8%                  1                 8%

           2                    8                  2                  8

           3                    6                  3                  7

           4                    4                  4                  6

           5                    2                  5                  5

      Thereafter                0                  6                  4

                                                   7                  2

                                              Thereafter             0

<PAGE>

For a partial  withdrawal  that is subject to a  withdrawal  charge,  the amount
deducted  for the  withdrawal  charge will be a  percentage  of the total amount
withdrawn.  We will deduct the charge from the value  remaining after we pay you
the amount you requested. Example: Assume you request a withdrawal of $1,000 and
there is a 7% withdrawal  charge.  The  withdrawal  charge is $75.26 for a total
withdrawal  amount of $1,075.26.  This charge  represents 7% of the total amount
withdrawn and we deduct it from the contract  value  remaining  after we pay you
the $1,000 you requested.  If you make a full  withdrawal of your  contract,  we
also will deduct the applicable contract administrative charge.

Withdrawal charge under Annuity Payout Plan E -- Payouts for a specified period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can withdraw is the present  value of any  remaining  variable  payouts.  If the
original contract had a five-year withdrawal charge schedule,  the discount rate
we use in the calculation  will be 5.27% if the assumed  investment rate is 3.5%
and 6.77% if the assumed  investment rate is 5%. If the original  contract had a
seven-year  withdrawal  charge  schedule,  the  discount  rate  we  use  in  the
calculation  will be 5.02% if the assumed  investment  rate is 3.5% and 6.52% if
the  assumed  investment  rate is 5%.  The  withdrawal  charge  is  equal to the
difference  in discount  values using the above  discount  rates and the assumed
investment  rate.  In no event  would your  withdrawal  charge  exceed 9% of the
amount available for payouts under the plan.

Withdrawal charge calculation example:

The  following is an example of the  calculation  we would make to determine the
withdrawal  charge on a contract with a seven-year  withdrawal  charge  schedule
with this history:

o    The  contract  date is Nov. 1, 2000 with a contract  year of Nov. 1 through
     Oct. 30 and with an anniversary date of Nov. 1 each year; and

o    We received these payments

     --   $10,000 Nov. 1, 2000;

     --   $8,000 Dec. 31, 2006; and

     --   $6,000 Feb. 20, 2008; and

o    The owner withdraws the contract for its total  withdrawal value of $38,101
     on Aug. 5, 2010 and had not made any other withdrawals during that contract
     year; and

o    The prior anniversary Nov. 1, 2009 contract value was $38,488.

Withdrawal Charge    Explanation

       $0            $5,773.20 is 15% of the prior anniversary contract value
                     withdrawn without withdrawal charge; and

        0            $8,327.80 is contract earnings in excess of the 15% free
                     withdrawal amount withdrawn without withdrawal charge; and

        0            $10,000 Nov.1, 2000 payment was received eight or more
                     years before withdrawal and is withdrawn without withdrawal
                     charge; and

      480            $8,000 Dec. 31, 2006 payment is in its fourth year from
                     receipt, withdrawn with a 6% withdrawal charge; and

      420            $6,000 Feb. 20, 2008 payment is in its third year from
                     receipt withdrawn with a 7% withdrawal charge.
_______________
     $900

<PAGE>

Waiver of withdrawal charges

We do not assess withdrawal charges for:

o    withdrawals of any contract earnings;

o    withdrawals  of  amounts   totaling  up  to  15%  of  your  prior  contract
     anniversary contract value to the extent it exceeds contract earnings;

o    required minimum  distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);

o    contracts settled using an annuity payout plan;

o    withdrawals  made as a result of one of the "Contingent  events"  described
     below  to the  extent  permitted  by  state  law  (see  your  contract  for
     additional conditions and restrictions);

o    amounts we refund to you during the free look period; and

o    death benefits.

Contingent events

o    Withdrawals  you make if you or the annuitant are confined to a hospital or
     nursing  home and have  been for the  prior  60 days.  Your  contract  will
     include this provision when the owner and annuitant are under age 76 on the
     date we issue the contract.  You must provide proof  satisfactory  to us of
     the confinement as of the date you request the withdrawal.

o    To the extent  permitted by state law,  withdrawals  you make if you or the
     annuitant are diagnosed in the second or later  contract  years as disabled
     with a medical condition that with reasonable medical certainty will result
     in death within 12 months or less from the date of the licensed physician's
     statement.  You  must  provide  us with a  licensed  physician's  statement
     containing the terminal illness diagnosis and the date the terminal illness
     was initially diagnosed.

o    Withdrawals  you make if you or the annuitant  become  disabled  within the
     meaning of IRC Section  72(m)(7)  after your  contract  date.  The disabled
     person must also be receiving Social Security disability or state long term
     disability  benefits.  The disabled person must be age 70 or younger at the
     time of  withdrawal.  You must  provide  us with a signed  letter  from the
     disabled person stating that he or she meets the above criteria,  a legible
     photocopy  of Social  Security  disability  or state  long term  disability
     benefit payments and the application for such payments.

o    Withdrawals you make once a year if you or the annuitant become  unemployed
     at least one year after your contract's  date, up to the following  amounts
     each year:

     (a)  25% of your prior  anniversary  contract value (or $10,000 if greater)
          if the unemployment condition is met for at least 30 straight days; or

     (b)  50% of your prior  anniversary  contract value (or $10,000 if greater)
          if the unemployment condition is met for at least 180 straight days.

The  unemployment  condition  is met  if  the  unemployed  person  is  currently
receiving unemployment compensation from a government unit of the United States,
whether  federal or state.  You must  provide us with a signed  letter  from the
unemployed  person stating that he or she meets the above criteria and a legible
photocopy of the  unemployment  payment benefits meeting the above criteria with
regard to dates.

<PAGE>

Possible  group  reductions:  In  some  cases  we  may  incur  lower  sales  and
administrative  expenses due to the size of the group, the average  contribution
and the use of group  enrollment  procedures.  In such cases,  we may be able to
reduce or eliminate the contract administrative and withdrawal charges. However,
we expect this to occur infrequently.

PREMIUM TAXES

Certain  state and local  governments  impose  premium taxes on us (up to 3.5%).
These  taxes  depend  upon  your  state of  residence  or the state in which the
contract  was sold.  Currently,  we deduct  any  applicable  premium  taxes when
annuity  payouts  begin,  but we reserve  the right to deduct  this tax at other
times such as when you make purchase payments or when you make a full withdrawal
from your contract.

Valuing Your Investment

We value your accounts as follows:

FIXED ACCOUNTS

We value the amounts you  allocated to the fixed  accounts  directly in dollars.
The value of a fixed account equals:

o    the sum of your  purchase  payments and transfer  amounts  allocated to the
     one-year fixed account and the Guarantee Period Accounts;

o    plus interest credited;

o    minus the sum of amounts  withdrawn after any applicable MVA (including any
     applicable withdrawal charges) and amounts transferred out;

o    minus any prorated contract administrative charge; and

o    minus any prorated  portion of the Guaranteed  Minimum Income Benefit Rider
     fee (if applicable).

SUBACCOUNTS

We convert amounts you allocated to the  subaccounts  into  accumulation  units.
Each  time you make a  purchase  payment  or  transfer  amounts  into one of the
subaccounts,  we credit a certain number of accumulation  units to your contract
for that  subaccount.  Conversely,  each  time you  take a  partial  withdrawal,
transfer  amounts out of a  subaccount,  or we assess a contract  administrative
charge or the Guaranteed Minimum Income Benefit Rider fee, we subtract a certain
number of accumulation units from your contract.

The  accumulation  units  are the  true  measure  of  investment  value  in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the fund in which the subaccount invests.  The dollar
value of each accumulation unit can rise or fall daily depending on the variable
account expenses, performance of the fund and on certain fund expenses.

Here is how we calculate accumulation unit values:

Number of units: to calculate the number of accumulation  units for a particular
subaccount, we divide your investment by the current accumulation unit value.

<PAGE>

Accumulation unit value: the current accumulation unit value for each subaccount
equals the last value times the subaccount's current net investment factor.

We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then

o    dividing that sum by the previous adjusted net asset value per share; and

o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee, the variable account administrative charge and the Enhanced Death
     Benefit Rider fee (if selected) from the result.

Because the net asset value of the fund may  fluctuate,  the  accumulation  unit
value  may  increase  or  decrease.  You  bear  all  the  investment  risk  in a
subaccount.

Factors that affect subaccount accumulation units: accumulation units may change
in two ways -- in number and in value.

The number of accumulation units you own may fluctuate due to:

o    additional purchase payments you allocate to the subaccounts;

o    transfers into or out of the subaccounts;

o    partial withdrawals;

o    withdrawal charges;

o    prorated portions of the contract administrative charge; and/or

o    prorated  portions of the  Guaranteed  Minimum Income Benefit Rider fee (if
     selected).

Accumulation unit values will fluctuate due to:

o    changes in funds' net asset value;

o    dividends distributed to the subaccounts;

o    capital gains or losses of funds;

o    fund operating expenses; and/or

o    mortality and expense risk fee, the variable account  administrative charge
     and the Enhanced Death Benefit Rider fee (if selected).

<PAGE>

Making the Most of Your Contract

AUTOMATED DOLLAR-COST AVERAGING

Currently,  you can use  automated  transfers to take  advantage of  dollar-cost
averaging  (investing a fixed  amount at regular  intervals).  For example,  you
might transfer a set amount monthly from a relatively conservative subaccount to
a more aggressive one, or to several others,  or from the one-year fixed account
or the two-year  Guarantee Period Account to one or more subaccounts.  The three
to ten year Guarantee Period Accounts are not available for automated transfers.
You also can obtain the benefits of dollar-cost  averaging by setting up regular
automatic SIP payments. There is no charge for dollar-cost averaging.

This systematic  approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds.  Since you
invest the same amount each period,  you  automatically  acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.

How dollar-cost averaging works

                               Month     Amount    Accumulation  Number of units
                                         invested    unit value     purchased
By investing an
equal number of                 Jan        $100          $20            5.00
dollars each month...
                                Feb         100           18            5.56

                                Mar         100           17            5.88

You automatically               Apr         100           15            6.67
buy more units
when the per unit               May         100           16            6.25
market price is low...
                                Jun         100           18            5.56

                                Jul         100           17            5.88

                                Aug         100           19            5.26

and fewer units                 Sep         100           21            4.76
when the per unit
market price is high.           Oct         100           20            5.00

You paid an average price of only $17.91 per unit over the 10 months,  while the
average market price actually was $18.10.

Dollar-cost  averaging does not guarantee that any subaccount will gain in value
nor will it protect  against a decline in value if market  prices fall.  Because
dollar-cost  averaging involves continuous  investing,  your success will depend
upon your  willingness to continue to invest  regularly  through  periods of low
price  levels.  Dollar-cost  averaging can be an effective way to help meet your
long-term  goals.  For specific  features  contact your sales  representative.

<PAGE>

ASSET REBALANCING

You can ask us in writing to automatically  rebalance the subaccount  portion of
your contract value either quarterly,  semi-annually or annually. The period you
select  will  start to run on the date we  record  your  request.  On the  first
valuation date of each of these periods,  we  automatically  will rebalance your
contract  value  so that the  value  in each  subaccount  matches  your  current
subaccount percentage allocations. These percentage allocations must be in whole
numbers.  Asset  rebalancing  does not apply to the fixed accounts.  There is no
charge for asset rebalancing. The contract value must be at least $2,000.

You can change your  percentage  allocations or your  rebalancing  period at any
time by contacting  us in writing.  We will restart the  rebalancing  period you
selected as of the date we record your change. You also can ask us in writing to
stop  rebalancing  your contract value.  You must allow 30 days for us to change
any  instructions  that  currently are in place.  For more  information on asset
rebalancing, contact your sales representative.

TRANSFERRING MONEY BETWEEN ACCOUNTS

You may  transfer  money  from any one  subaccount,  or the fixed  accounts,  to
another subaccount before annuity payouts begin.  (Certain restrictions apply to
transfers  involving the one-year fixed  account.) We will process your transfer
on the valuation  date we receive your  request.  We will value your transfer at
the next accumulation unit value calculated after we receive your request. There
is no charge for transfers.  Before making a transfer,  you should  consider the
risks involved in switching  investments.  Transfers out of the Guarantee Period
Accounts  will be subject  to a MVA if done more than 30 days  before the end of
the Guarantee Period.

We may suspend or modify  transfer  privileges  at any time.  Excessive  trading
activity can disrupt fund management  strategy and increase expenses,  which are
borne  by all  contract  owners  who  allocated  purchase  payments  to the fund
regardless  of  their  transfer   activity.   We  may  apply   modifications  or
restrictions  in any  reasonable  manner to prevent  transfers  we believe  will
disadvantage other contract owners.

These modifications could include, but not be limited to:

o    requiring a minimum time period between each transfer;

o    not accepting  transfer requests of an agent acting under power of attorney
     on behalf of more than one contract owner; or

o    limiting  the dollar  amount that a contract  owner may transfer at any one
     time.

For  information  on  transfers  after  annuity  payouts  begin,  see  "Transfer
policies" below.

Transfer policies

o    Before annuity payouts begin, you may transfer  contract values between the
     subaccounts,  or from the  subaccounts  to the fixed  accounts at any time.
     However,  if you made a transfer  from the  one-year  fixed  account to the
     subaccounts,  you may not make a transfer from any  subaccount  back to the
     one-year fixed account for six months following that transfer.

o    You may transfer  contract  values from the one-year  fixed  account to the
     subaccounts  or the Guarantee  Period  Accounts once a year on or within 30
     days  before  or after  the  contract  anniversary  (except  for  automated
     transfers,  which can be set up at any time for  certain  transfer  periods
     subject to certain minimums). Transfers from the one-year fixed account are
     not subject to a MVA.

o    You may transfer  contract values from the Guarantee Period Accounts at any
     time.  Transfers made before the end of the Guarantee Period will receive a
     MVA, which may result in a gain or loss of contract value.

o    If we  receive  your  request  on or  within  30 days  before  or after the
     contract  anniversary date, the transfer from the one-year fixed account to
     the  subaccounts or the Guarantee  Period Accounts will be effective on the
     valuation date we receive it.

o    We will not accept  requests for transfers  from the one-year fixed account
     at any other time.

o    Once  annuity  payouts  begin,  you may not make  transfers  to or from the
     one-year fixed  account,  but you may make transfers once per contract year
     among the  subaccounts.  During the annuity payout  period,  we reserve the
     right to limit the number of subaccounts in which you may invest.

o    Once annuity payouts begin, you may not make any transfers to the Guarantee
     Period Accounts.

<PAGE>

HOW TO REQUEST A TRANSFER OR WITHDRAWAL

1 By letter:

Send  your  name,   contract   number,   Social   Security  Number  or  Taxpayer
Identification Number and signed request for a transfer or withdrawal to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

Minimum amount

Transfers or withdrawals:    $500 or entire account balance

Maximum amount

Transfers or withdrawals:    Contract value or entire account balance

2 By automated transfers and automated partial withdrawals:

Your sales  representative  can help you set up  automated  transfers or partial
withdrawals among your subaccounts or fixed accounts.

You can start or stop this service by written request or other method acceptable
to us.  You must  allow  30 days  for us to  change  any  instructions  that are
currently in place.

o    Automated  transfers  from the  one-year  fixed  account  to any one of the
     subaccounts may not exceed an amount that, if continued,  would deplete the
     one-year fixed account within 12 months.

o    Automated  withdrawals  may be  restricted  by  applicable  law under  some
     contracts.

o    You  may  not  make  additional  purchase  payments  if  automated  partial
     withdrawals are in effect.

o    Automated partial  withdrawals may result in IRS taxes and penalties on all
     or part of the amount withdrawn.

Minimum amount
Transfers or withdrawals:    $100 monthly
                             $250 quarterly, semi-annually or annually

<PAGE>

 3 By phone:

Call between 8 a.m. and 6 p.m. Central time:

1-800-333-3437

Minimum amount

Transfers or withdrawals:    $500 or entire account balance

Maximum amount

Transfers:                   Contract value or entire account balance

Withdrawals:                 $25,000

We answer telephone  requests  promptly,  but you may experience delays when the
call volume is unusually  high.  If you are unable to get through,  use the mail
procedure as an alternative.

We will honor any telephone transfer or withdrawal  requests that we believe are
authentic and we will use  reasonable  procedures to confirm that they are. This
includes  asking  identifying  questions and tape recording  calls.  We will not
allow a telephone  withdrawal  within 30 days of a phoned-in  address change. As
long as we follow the procedures, we (and our affiliates) will not be liable for
any loss resulting from fraudulent requests.

Telephone transfers and withdrawals are automatically available. You may request
that telephone  transfers and withdrawals not be authorized from your account by
writing to us.

GUARANTEED MINIMUM INCOME BENEFIT RIDER

An optional  Guaranteed  Minimum  Income  Benefit Rider may be available in many
jurisdictions for a separate annual charge,  (see "Charges -- Guaranteed Minimum
Income  Rider fee").  The rider  guarantees  a minimum  amount of fixed  annuity
lifetime  income  during the annuity  payout period if your contract has been in
force for at least ten years,  subject to the conditions  described  below.  The
rider  also  provides  you  the  option  of  variable  annuity  payouts,  with a
guaranteed minimum initial payment. This rider is only available at the time you
purchase  your  contract if you also select the  Enhanced  Death  Benefit  Rider
option.

In some  instances,  we may allow you to add this rider if it was not  available
when you initially  purchased your contract.  In these  instances,  we would add
this rider at the next  contract  anniversary  and all  conditions  of the rider
would use this date as the effective date.

This rider does not create  contract  value or guarantee the  performance of any
investment  option.  Fixed  annuity  payouts  under the terms of this rider will
occur at the guaranteed  annuity purchase rates stated in the contract.  We base
first year payments from the variable  annuity  payout option offered under this
rider on the same factors as the fixed annuity payout option. We base subsequent
payments on the initial payment and an assumed annual return of 5%. Because this
rider is based on guaranteed  actuarial factors for the fixed option,  the level
of fixed lifetime  income it guarantees may be less than the level that would be
provided  by  applying  the then  current  annuity  factors.  Likewise,  for the
variable annuity payout option, we base the rider on more  conservative  factors
resulting in a lower  initial  payment and lower  lifetime  payments  than those
provided otherwise if the same benefit base were used.  However,  the Guaranteed
Income Benefit Base described below establishes a floor,  which when higher than
the contract value, can result in a higher annuity payout level. Thus, the rider
is a guarantee of a minimum amount of annuity income.

<PAGE>

The Guaranteed Income Benefit Base is equal to the Enhanced Death Benefit if:

o    the Guaranteed  Minimum Income Rider became effective on the contract date,
     and

o    all payments are recognized in the benefit base.

The  Guaranteed  Income Benefit Base,  less any  applicable  premium tax, is the
value that will be used to  determine  minimum  annuity  payouts if the rider is
exercised.

We reserve the right to exclude subsequent  payments paid in the last five years
before  exercise of the benefit,  in the  calculation of the  Guaranteed  Income
Benefit Base.  We would do so only if such payments  total $50,000 or more or if
they are 25% or more of total payments paid into the contract.

If we  exclude  such  payments,  the  Guaranteed  Income  Benefit  Base would be
calculated as the greatest of:

(a)  contract value less "market value adjusted prior five years of payments";

(b)  total  payments  less prior five years of payment,  less  adjusted  partial
     withdrawals;

(c)  Maximum  anniversary  value  immediately  preceding the date of settlement,
     plus  payments  and  minus   adjusted   partial   withdrawals   since  that
     anniversary, less the "market value adjusted prior five years of payments";
     or

(d)  the  Variable  account 5% floor,  less the 5% adjusted  prior five years of
     payments.

"Market value  adjusted  prior five years of payments" are calculated as the sum
of each such payment, multiplied by the ratio of the current contract value over
the estimated  contract  value on the  anniversary  prior to such  payment.  The
estimated  contract  value at such  anniversary  is  calculated by assuming that
payments and partial withdrawals  occurring in a contract year take place at the
beginning  of the year for that  anniversary  and every  year  after that to the
current contract year.

"5% Adjusted  prior five years of payments"  are  calculated  as the sum of each
payment  accumulated  at 5% for the number of full contract years they have been
in the contract.

Conditions on election of the rider:

o    you must elect the rider at the time you purchase your contract  along with
     the Enhanced Death Benefit Rider option, and

o    the annuitant must be age 75 or younger on the contract date.

Fund selection to continue the rider: You may allocate your purchase payments to
any of the subaccounts or the fixed accounts.  However,  we reserve the right to
limit the amount in the Wells Fargo Money Market Fund to 10% of the total amount
in the  subaccounts.  If we are required to activate this  restriction,  and you
have  more  than 10% of your  subaccount  value in this  fund,  we will send you
notice and ask that you reallocate your contract value so that the limitation is
satisfied  within 60 days.  If after 60 days the  limitation is not satisfied we
will terminate the rider.

<PAGE>

Exercising the rider:

o    you may  only  exercise  the  rider  within  30  days  after  any  contract
     anniversary  following the expiration of a ten-year waiting period from the
     effective date of the rider, and

o    the annuitant on the  retirement  date must be between 50 and 86 years old,
     and

o    you can only take an annuity payout in one of the following  annuity payout
     plans:

   -- Plan A -- Life Annuity - no refund

   -- Plan B -- Life Annuity with ten years certain

   -- Plan D -- Joint and last survivor life annuity - no refund

Contingent  event  benefits:  If the annuitant  satisfies the conditions for the
waiver of withdrawal  charges in the event of disability,  terminal illness or a
confinement  in a nursing home or hospital (see "Charges -- Waiver of withdrawal
charges") you can exercise the rider at any time. In this event, you can take up
to 50% of the Guaranteed Income Benefit Base in cash. You can use the balance of
the  Guaranteed  Income  Benefit Base for annuity  payouts under the terms above
with regard to annuitant age at retirement  date,  the annuity  payout plans and
the more conservative annuity factors. You can also change the annuitant for the
payouts.

Terminating the rider:

o    You may  terminate  the  rider  within  30 days  after  the first and fifth
     anniversary of the effective date of the rider.

o    You may  terminate  the rider any time  after the 10th  anniversary  of the
     effective date of the rider.

o    The rider will  terminate on the date you make a full  withdrawal  from the
     contract,  or annuity payouts begin, or on the date that a death benefit is
     payable.

o    The rider will terminate on the contract  anniversary after the annuitant's
     86th birthday.

Example:

o    You purchase the contract with a payment of $100,000 on Jan. 1, 2000.

o    There are no additional purchase payments and no partial withdrawals.

o    The money is fully allocated to the subaccounts.

o    The  annuitant is male and age 55 on the contract  date.  For the joint and
     last survivor option (annuity payout Plan D), the joint annuitant is female
     and age 55 on the contract date.

o    The  Guaranteed  Income  Benefit Base is based on the  Variable  account 5%
     floor.

o    The contract is within 30 days after contract anniversary.

If the Guaranteed  Minimum Income Benefit Rider is exercised,  the minimum fixed
annuity  monthly payout or the first year variable  annuity monthly payout would
be:
<TABLE>
<CAPTION>

                                                             Fixed Annuity Payout Options
                                                           Minimum Guaranteed Annual Income
<S>                       <C>                 <C>               <C>                <C>

                                                 Plan A --          Plan B --                 Plan D --
                                               Life Annuity -     Life Annuity with    Joint and last survivor
Contract Anniversary    Minimum Guaranteed      no refund        ten years certain   life annuity - no refund
    At Exercise            Benefit Base
       10                    $162,889             $848.65             $825.85              $675.99

       15                    $207,893           $1,239.04           $1,180.83             $958.38
</TABLE>

After the first year payments,  lifetime income  payments on a variable  annuity
payout option will depend on the investment  performance of the  subaccounts you
select. The payments will be higher if investment  performance is greater than a
5% annual  return and lower if investment  performance  is less than a 5% annual
return.

<PAGE>

Withdrawals

You may withdraw all or part of your contract at any time before annuity payouts
begin by  sending  us a written  request or  calling  us. We will  process  your
withdrawal  request on the valuation date we receive it. For total  withdrawals,
we will compute the value of your contract at the next  accumulation  unit value
calculated after we receive your request. We may ask you to return the contract.
You may have to pay charges (see "Charges --  Withdrawal  charge") and IRS taxes
and penalties (see "Taxes").  You cannot make withdrawals  after annuity payouts
begin  except  under Plan E (see "The Annuity  Payout  Period -- Annuity  payout
plans").

WITHDRAWAL POLICIES

If you have a  balance  in more  than one  account  and you  request  a  partial
withdrawal,  we will withdraw money from all your  subaccounts  and/or the fixed
accounts in the same proportion as your value in each account correlates to your
total contract value, unless you request otherwise.

RECEIVING PAYMENT

By regular or express mail:

o    payable to owner;

o    mailed to address of record.

NOTE: We will charge you a fee if you request express mail delivery.

Normally,  we will send the  payment  within  seven  days after  receiving  your
request. However, we may postpone the payment if:

     --   the withdrawal  amount includes a purchase  payment check that has not
          cleared;

     --   the NYSE is closed, except for normal holiday and weekend closings;

     --   trading on the NYSE is restricted, according to SEC rules;

     --   an emergency,  as defined by SEC rules,  makes it  impractical to sell
          securities or value the net assets of the accounts; or

     --   the SEC  permits us to delay  payment for the  protection  of security
          holders.

<PAGE>

Changing Ownership

You may change ownership of your nonqualified  annuity at any time by completing
a change of ownership  form we approve and sending it to our office.  The change
will  become  binding  upon us when we receive  and record it. We will honor any
change  of  ownership  request  that we  believe  is  authentic  and we will use
reasonable procedures to confirm authenticity. If we follow these procedures, we
will not take any responsibility for the validity of the change.

If you have a  nonqualified  annuity,  you may incur  income  tax  liability  by
transferring, assigning or pledging any part of it. (See "Taxes.")

If you have a qualified annuity, you may not sell, assign, transfer, discount or
pledge  your  contract  as  collateral  for a  loan,  or  as  security  for  the
performance  of an  obligation  or for any other  purpose  except as required or
permitted  by the Code.  However,  if the owner is a trust or  custodian,  or an
employer  acting  in  a  similar  capacity,  ownership  of  a  contract  may  be
transferred to the annuitant.

Benefits in Case of Death

We will pay the death benefit to your beneficiary upon the earlier of your death
or the  annuitant's  death.  We will base the benefit paid on the death  benefit
coverage you selected when you  purchased  the contract.  If a contract has more
than one person as the owner,  we will pay benefits upon the first to die of any
owner or the annuitant.

If you or the annuitant die before annuity  payouts begin while this contract is
in force, we will pay the beneficiary the greatest of:

1.   the contract value; or

2.   the total purchase payments paid less any "adjusted  partial  withdrawals";
     or

3.   the "maximum  anniversary  value"  immediately  preceding the date of death
     plus the dollar amount of any payments since that anniversary and minus any
     "adjusted partial withdrawals" since that anniversary.

If you own the contract in joint  tenancy with rights of  survivorship,  we will
pay benefits upon the first to die of either you or the annuitant.

Adjusted partial withdrawals:

We calculate an "adjusted partial withdrawal" for
each partial  withdrawal as the product of (a) times (b) where:

(a)  is the  ratio  of the  amount  of the  partial  withdrawal  (including  any
     applicable  withdrawal  charge) to the  contract  value on the date of (but
     prior to) the partial withdrawal; and

(b)  is the death benefit on the date of (but prior to) the partial withdrawal.

Maximum  anniversary  value:  Each contract  anniversary prior to the earlier of
your or the annuitant's 81st birthday,  we calculate the anniversary value which
is the greater of:

(a)  the contract value on that anniversary; or

(b)  total purchase  payments made to the contract  minus any "adjusted  partial
     withdrawals."

The "maximum  anniversary  value" is equal to the greatest of these  anniversary
values.

After your or the annuitant's 81st birthday,  the death benefit  continues to be
the death benefit value as of that date, plus any subsequent  payments and minus
any "adjusted partial withdrawals".

<PAGE>

Example:

o    You purchase the contract with a payment of $20,000 on Jan. 1, 2000.

o    On Jan. 1, 2001 (the first contract  anniversary)  the contract value grows
     to $24,000.

o    On March 1, 2001 the  contract  value falls to $22,000,  at which point you
     take a $1,500 partial withdrawal, leaving a contract value of $20,500.

We calculate the death benefit on March 1, 2001 as follows:

The "maximum anniversary value:"                                 $24,000.00
(the greatest of the anniversary values
which was the contract value on Jan. 1, 2001)

plus any purchase payments paid since that anniversary:       +        0.00

minus any "adjusted partial withdrawal" taken since that
anniversary, calculated as:    1,500 x 24,000    =             -   1,636.36
                               --------------
                                  22,000

for a death benefit of:                                          $22,363.64

ENHANCED DEATH BENEFIT RIDER

If this rider is available in your state and both you and the  annuitant are age
79 or younger on the  contract  date,  you may choose to add this benefit to you
contract.  This rider  provides that if you or the annuitant die before  annuity
payouts begin while this contract is in force,  we will pay the  beneficiary the
greatest of:

1.   the contract value; or

2.   the total purchase payments paid less any "adjusted  partial  withdrawals";
     or

3.   the "maximum  anniversary  value"  immediately  preceding the date of death
     plus the dollar amount of any payments since that anniversary and minus any
     "adjusted partial withdrawals" since that anniversary; or

4.   the Variable account 5% floor

The variable account 5% floor

The Variable account 5% floor is the sum of the value in the fixed accounts plus
the variable account floor. On each contract anniversary prior to the earlier of
your or the annuitant's 81st birthday, we increase the variable account floor by
accumulating  the  prior  anniversary's  floor  at  5%.  On the  first  contract
anniversary,  the floor is increased by 5% of the accumulated  initial  purchase
payments allocated to the subaccounts.  On any day that you allocate  additional
amounts to, or withdraw or transfer from the subaccounts, we adjust the floor by
adding the additional amounts and subtracting the "adjusted partial withdrawals"
or "adjusted transfers."

After  the  contract  anniversary  immediately  following  either  your  or  the
annuitant's  81st  birthday,  the  Variable  account  floor is the floor on that
anniversary   increased  by  additional   purchase   payments  made  since  that
anniversary  and  reduced  by any  "adjusted  partial  withdrawals"  since  that
anniversary.

<PAGE>

For  the  Variable  account  5%  floor,  we  calculate  the  "adjusted   partial
withdrawals" or "adjusted transfers" as the result of (a) times (b) where

(a)  is the ratio of the amount of withdrawal (including any withdrawal charges)
     or transfer from the  subaccounts to the total value in the  subaccounts on
     the date of (but prior to) the withdrawal or transfer.

(b)  is the variable  account floor on the date of (but prior to) the withdrawal
     or transfer.

Example:

o    You purchase  the  contract  with a payment of $20,000 on Jan. 1, 2000 with
     $5,000 allocated to the one-year fixed account and $15,000 allocated to the
     subaccounts.

o    On Jan.  1, 2001 (the  first  contract  anniversary),  the  one-year  fixed
     account value is $5,200 and the subaccount value is $12,000. Total contract
     value is $17, 200.

o    On March 1,  2001,  the  one-year  fixed  account  value is $5,300  and the
     subaccount  value is $14,000.  Total contract value is $19,300.  You take a
     $1,500 partial  withdrawal all from the  subaccounts,  leaving the contract
     value at $17,800.

We calculate the death benefit on March 1, 2001 as follows:

The "maximum anniversary value" (the purchase payment):           $20,000.00

plus any purchase payment paid since that anniversary:        +         0.00

Minus any "adjusted partial withdrawal" taken since that anniversary,
calculated as:    1,500 x 20,000
                      19,300        =                         -     1,554.40

Maximum anniversary value benefit                                 $18,445.60

The variable account floor on Jan. 1, 2001,
calculated as:    1.05 x 15,000     =                             $15,750.00

plus any purchase payments paid since that anniversary:       +         0.00

minus any "adjusted partial withdrawals" from the subaccounts,
calculated as:   1,500 x 15,750                                   -$1,687.50
                     14,000         =

Variable account floor benefit                                    $14,062.50
plus the one-year fixed account value                         +     5,300.00

Variable account 5% floor, calculated as the one-year fixed account
 plus the Variable account floor benefit                          $19,362.50

Enhanced Death Benefit, calculated as the greater of the Maximum
anniversary value benefit and the Variable account 5% floor
                                                                  $19,362.50

If your spouse is sole  beneficiary and you die before the retirement date, your
spouse may keep the contract as owner with the contract value equal to the death
benefit that would have otherwise been paid. To do this your spouse must, within
60 days after we receive proof of death,  give us written  instructions  to keep
the contract in force.  There will be no withdrawal charges on the contract from
that point forward unless additional  purchase payments are made. The Guaranteed
Minimum Income Benefit Rider, if selected, is then terminated.

<PAGE>

Payments:  Under a nonqualified annuity, we will pay the beneficiary in a single
sum unless you give us other written instructions.  We must fully distribute the
death benefit  within five years of your death.  However,  the  beneficiary  may
receive payouts under any annuity payout plan available under this contract if:

o    the beneficiary asks us in writing within 60 days after we receive proof of
     death; and

o    payouts  begin no later than one year after  your  death,  or other date as
     permitted by the Code; and

o    the payout  period does not extend  beyond the  beneficiary's  life or life
     expectancy.

When paying the  beneficiary,  we will process the death claim on the  valuation
date  our  death  claim  requirements  are  fulfilled.  We  will  determine  the
contract's value at the next  accumulation unit value calculated after our death
claim  requirements  are  fulfilled.  We pay interest,  if any, from the date of
death at a rate no less  than  required  by law.  We will  mail  payment  to the
beneficiary within seven days after our death claim requirements are fulfilled.

Other rules may apply to qualified annuities. (See "Taxes.")

<PAGE>

The Annuity Payout Period

As owner of the  contract,  you have the right to decide how and to whom annuity
payouts will be made starting at the retirement  date. You may select one of the
annuity  payout plans outlined  below,  or we may mutually agree on other payout
arrangements.  We do not deduct any  withdrawal  charges  under the payout plans
listed below.

You also  decide  whether we will make  annuity  payouts on a fixed or  variable
basis, or a combination of fixed and variable. The amounts available to purchase
payouts under the plan you select is the contract value on your  retirement date
(less any applicable premium tax). You may reallocate this contract value to the
one-year  fixed  account  to  provide  fixed  dollar  payouts  and/or  among the
subaccounts  to provide  variable  annuity  payouts.  During the annuity  payout
period, we reserve the right to limit the number of subaccounts in which you may
invest.  The  Guarantee  Period  Accounts are not  available  during this payout
period.

Amounts of fixed and variable payouts depend on:

o    the annuity payout plan you select;

o    the annuitant's age and, in most cases, sex;

o    the annuity table in the contract; and

o    the amounts you allocated to the accounts at settlement.

In  addition,  for  variable  payouts  only,  amounts  depend on the  investment
performance of the subaccounts you select. These payouts will vary from month to
month because the performance of the funds will fluctuate. (In the case of fixed
annuities, payouts remain the same from month to month.)

For information with respect to transfers between accounts after annuity payouts
begin, see "Making the Most of Your Contract -- Transfer policies."

ANNUITY TABLE

The annuity table in your contract shows the amount of the first monthly payment
for each $1,000 of contract value according to the age and, when applicable, the
sex of the  annuitant.  (Where  required by law,  we will use a unisex  table of
settlement  rates.) The table assumes that the contract value is invested at the
beginning of the annuity  payout period and earns a 5% rate of return,  which is
reinvested and helps to support future payouts.

<PAGE>

SUBSTITUTION OF 3.5% TABLE

If you ask us at least 30 days before the retirement date, we will substitute an
annuity table based on an assumed 3.5%  investment  rate for the 5% table in the
contract.  The  assumed  investment  rate  affects  both the amount of the first
payout and the extent to which subsequent  payouts  increase or decrease.  Using
the 5% table  results  in a higher  initial  payment,  but  later  payouts  will
increase  more slowly when annuity  unit values rise and  decrease  more rapidly
when they decline.

ANNUITY PAYOUT PLANS

You may  choose  any one of these  annuity  payout  plans by giving  us  written
instructions  at least 30 days before  contract  values are used to purchase the
payout plan:

o    Plan A -- Life  annuity - no  refund:  We make  monthly  payouts  until the
     annuitant's death.  Payouts end with the last payout before the annuitant's
     death.  We will  not make  any  further  payouts.  This  means  that if the
     annuitant dies after we made only one monthly payout,  we will not make any
     more payouts.

o    Plan B -- Life annuity with five, ten or 15 years certain:  We make monthly
     payouts for a guaranteed  payout  period of five,  ten or 15 years that you
     elect.  This election will determine the length of the payout period to the
     beneficiary if the annuitant  should die before the elected period expires.
     We calculate the guaranteed  payout period from the retirement date. If the
     annuitant  outlives the elected  guaranteed payout period, we will continue
     to make payouts until the annuitant's death.

o    Plan C -- Life annuity - installment  refund: We make monthly payouts until
     the  annuitant's  death,  with our guarantee that payouts will continue for
     some period of time. We will make payouts for at least the number of months
     determined  by dividing the amount  applied  under this option by the first
     monthly payout, whether or not the annuitant is living.

o    Plan D -- Joint and last survivor life annuity - no refund: We make monthly
     payouts  while both the  annuitant  and a joint  annuitant  are living.  If
     either annuitant dies, we will continue to make monthly payouts at the full
     amount  until the death of the  surviving  annuitant.  Payouts end with the
     death of the second annuitant.

o    Plan E -- Payouts for a specified  period:  We make  monthly  payouts for a
     specific  payout  period of ten to 30 years  that you  elect.  We will make
     payouts  only for the number of years  specified  whether the  annuitant is
     living or not.  Depending on the selected  time period,  it is  foreseeable
     that an annuitant can outlive the payout period selected. During the payout
     period,  you can  elect  to have us  determine  the  present  value  of any
     remaining  variable  payouts and pay it to you in a lump sum. We  determine
     the present  value of the  remaining  annuity  payouts which are assumed to
     remain  level  at the  initial  payment.  If the  original  contract  had a
     five-year  withdrawal  charge  schedule,  the  discount  rate we use in the
     calculation  will vary between 5.27% and 6.77%  depending on the applicable
     assumed  investment  rate.  If  the  original  contract  had  a  seven-year
     withdrawal  charge  schedule,  the discount rate we use in the  calculation
     will vary  between  5.02% and 6.52%  depending  on the  applicable  assumed
     investment  rate.  (See "Charges -- Withdrawal  charge under Annuity Payout
     Plan E.") You can also take a portion of the discounted  value once a year.
     If you do so, your  monthly  payouts will be reduced by the  proportion  of
     your withdrawal to the full  discounted  value. A 10% IRS penalty tax could
     apply if you take a withdrawal. (See "Taxes.")

<PAGE>

Restrictions  for  some  tax-deferred  retirement  plans:  If  you  purchased  a
qualified annuity, you may be required to select a payout plan that provides for
payouts:

o    over the life of the annuitant;

o    over the joint lives of the annuitant and a designated beneficiary;

o    for a period not exceeding the life expectancy of the annuitant; or

o    for a period not exceeding the joint life expectancies of the annuitant and
     a designated beneficiary.

You have the  responsibility  for electing a payout plan that complies with your
contract and with applicable law.

If we do not receive instructions: You must give us written instructions for the
annuity payouts at least 30 days before the annuitant's  retirement date. If you
do not, we will make payouts under Plan B, with 120 monthly payouts  guaranteed.
Contract  values that you  allocated to the one-year  fixed account will provide
fixed  dollar  payouts  and  contract   values  that  you  allocated  among  the
subaccounts will provide variable annuity payouts.

If  monthly  payouts  would be less than $20:  We will  calculate  the amount of
monthly  payouts  at the time the  contract  value is used to  purchase a payout
plan. If the  calculations  show that monthly payouts would be less than $20, we
have the right to pay the  contract  value to you in a lump sum or to change the
frequency of the payouts.

DEATH AFTER ANNUITY PAYOUTS BEGIN

If you or the annuitant die after annuity  payouts begin, we will pay any amount
payable to the beneficiary as provided in the annuity payout plan in effect.

<PAGE>

Taxes

Generally,  under current law, your  contract has a tax deferral  feature.  This
means any  increase in the value of the fixed  accounts  and/or  subaccounts  in
which you invest is taxable to you only when you receive a payout or  withdrawal
(see  detailed  discussion  below).  Any portion of the annuity  payouts and any
withdrawals you request that represent ordinary income normally are taxable.  We
will send you a tax  information  reporting form for any year in which we made a
taxable  distribution  according  to our  records.  Roth  IRAs  may  grow and be
distributed tax free if you meet certain distribution requirements.

Annuity payouts under nonqualified  annuities:  A portion of each payout will be
ordinary  income  and  subject  to tax,  and a portion  of each  payout  will be
considered  a return  of part of your  investment  and will  not be  taxed.  All
amounts you receive  after your  investment  in the contract is fully  recovered
will be subject to tax.

Tax law requires that all nonqualified  deferred annuity contracts issued by the
same company (and possibly its  affiliates)  to the same owner during a calendar
year be taxed as a single, unified contract when you take distributions from any
one of those contracts.

Qualified annuities: Your contract may be used to fund a tax-deferred retirement
plan that is already  tax-deferred under the Code. The contract will not provide
any necessary or additional tax deferral if it is used to fund a retirement plan
that is tax-deferred. Special rules apply to these retirement plans. Your rights
to benefits may be subject to the terms and conditions of these retirement plans
regardless of the terms of the contract.

Adverse tax  consequences  may result if you do not ensure  that  contributions,
distributions  and other  transactions  under the contract  comply with the law.
Qualified  annuities have minimum  distribution rules that govern the timing and
amount of  distributions  during your life (except for Roth IRAs) and after your
death. You should refer to your retirement plan or adoption agreement or consult
a tax advisor for more information about your distribution rules.

Annuity payouts under qualified  annuities (except Roth IRAs): Under a qualified
annuity,  the entire payout  generally is  includable as ordinary  income and is
subject to tax except to the extent that  contributions were made with after-tax
dollars.  If you or your employer  invested in your contract with  deductible or
pre-tax dollars as part of a tax-deferred  retirement plan, such amounts are not
considered to be part of your  investment in the contract and will be taxed when
paid to you.

Withdrawals:  If you withdraw part or all of your  contract  before your annuity
payouts  begin,  your  withdrawal  payment  will be taxed to the extent that the
value  of  your  contract   immediately   before  the  withdrawal  exceeds  your
investment.  You also may have to pay a 10% IRS penalty for withdrawals you make
before  reaching  age 591/2  unless  certain  exceptions  apply.  For  qualified
annuities,  other  penalties may apply if you withdraw your contract before your
plan specifies that you can receive payouts.

Death benefits to  beneficiaries:  The death benefit under a contract  (except a
Roth  IRA)  is  not  tax-exempt.  Any  amount  your  beneficiary  receives  that
represents  previously  deferred  earnings  within  the  contract  is taxable as
ordinary income to the beneficiary in the years he or she receives the payments.
The death benefit  under a Roth IRA generally is not taxable as ordinary  income
to the beneficiary if certain distribution requirements are met.

Annuities  owned by  corporations,  partnerships  or  trusts:  For  nonqualified
annuities  any annual  increase in the value of annuities  held by such entities
generally will be treated as ordinary  income  received  during that year.  This
provision is effective for purchase payments made after Feb. 28, 1986.  However,
if the trust was set up for the  benefit of a natural  person  only,  the income
will remain tax-deferred.

<PAGE>

Penalties:  If you receive amounts from your contract before reaching age 591/2,
you may have to pay a 10% IRS penalty on the amount  includable in your ordinary
income.  However,  this penalty will not apply to any amount  received by you or
your beneficiary:

o    because of your death;

o    because you become disabled (as defined in the Code);

o    if the  distribution  is part of a series of  substantially  equal periodic
     payments,  made at least  annually,  over your life or life  expectancy (or
     joint lives or life expectancies of you and your beneficiary); or

o    if it is  allocable  to an  investment  before Aug.  14,  1982  (except for
     qualified annuities).

For a qualified  annuity,  other  penalties or exceptions  may apply if you make
withdrawals  from your contract  before your plan  specifies that payouts can be
made.

Withholding, generally: If you receive all or part of the contract value, we may
deduct  withholding  against  the taxable  income  portion of the  payment.  Any
withholding  represents  a  prepayment  of your tax due for the  year.  You take
credit for these amounts on your annual tax return.

If the  payment is part of an annuity  payout  plan,  we  generally  compute the
amount of withholding using payroll tables.  You may provide us with a statement
of how many exemptions to use in calculating the withholding.  As long as you've
provided  us with a valid  Social  Security  Number or  Taxpayer  Identification
Number, you can elect not to have any withholding occur.

If the  distribution  is any other  type of  payment  (such as a partial or full
withdrawal), we compute withholding using 10% of the taxable portion. Similar to
above,  as long as you have provided us with a valid Social  Security  Number or
Taxpayer  Identification  Number,  you can elect  not to have  this  withholding
occur.

Some  states  also  impose  withholding  requirements  similar  to  the  federal
withholding  described  above.  If this should be the case,  we may deduct state
withholding  from any  payment  from which we deduct  federal  withholding.  The
withholding  requirements  may  differ if we are  making  payment  to a non-U.S.
citizen or if we deliver the payment outside the United States.

Transfer of ownership of a nonqualified  annuity: If you transfer a nonqualified
annuity without  receiving  adequate  consideration,  the transfer is a gift and
also may be a  withdrawal  for  federal  income tax  purposes.  If the gift is a
currently  taxable  event for income tax  purposes,  the original  owner will be
taxed on the amount of deferred  earnings at the time of the  transfer  and also
may be subject to the 10% IRS penalty discussed  earlier.  In this case, the new
owner's investment in the contract will be the value of the contract at the time
of the transfer.

Collateral  assignment of a nonqualified  annuity: If you collaterally assign or
pledge your contract, earnings on purchase payments you made after Aug. 13, 1982
will be taxed to you like a withdrawal.

Important: Our discussion of federal tax laws is based upon our understanding of
current   interpretations   of  these   laws.   Federal   tax  laws  or  current
interpretations of them may change. For this reason and because tax consequences
are complex and highly  individual and cannot always be anticipated,  you should
consult a tax advisor if you have any questions about taxation of your contract.

Tax qualification: We intend that the contract qualify as an annuity for federal
income tax  purposes.  To that end,  the  provisions  of the  contract are to be
interpreted to ensure or maintain such tax qualification,  in spite of any other
provisions  of the  contract.  We  reserve  the right to amend the  contract  to
reflect any  clarifications  that may be needed or are  appropriate  to maintain
such  qualification or to conform the contract to any applicable  changes in the
tax qualification requirements. We will send you a copy of any amendments.

<PAGE>

Voting Rights

As a  contract  owner  with  investments  in the  subaccounts,  you may  vote on
important fund policies until annuity payouts begin. Once they begin, the person
receiving  them has voting  rights.  We will vote fund shares  according  to the
instructions of the person with voting rights.

Before  annuity  payouts  begin,  the number of votes you have is  determined by
applying  your  percentage  interest in each  subaccount  to the total number of
votes allowed to the subaccount.

After annuity payouts begin, the number of votes you have is equal to:

o    the reserve held in each subaccount for your contract;

o    divided by the net asset value of one share of the applicable fund.

As we make annuity payouts,  the reserve for the contract decreases;  therefore,
the number of votes also will decrease.

We  calculate  votes  separately  for each  subaccount.  We will send  notice of
shareholders'  meetings,  proxy materials and a statement of the number of votes
to which  the  voter is  entitled.  We will  vote  shares  for which we have not
received  instructions in the same proportion as the votes for which we received
instructions.  We also will vote the shares for which we have  voting  rights in
the same proportion as the votes for which we received instructions.

<PAGE>

Substitution of Investments

We may substitute the funds in which the subaccounts invest if:

o  laws or regulations change,

o  existing funds become unavailable, or

o  in our judgment, the funds no longer are suitable for the subaccounts.

If any of these situations occur and if we believe it is in the best interest of
persons having voting rights under the contract, we have the right to substitute
funds other than those currently listed in this prospectus for other funds.

We may also:

o  add new subaccounts;

o  combine any two or more subaccounts;

o  add subaccounts investing in additional funds;

o  transfer assets to and from the subaccounts or the variable account; and

o  eliminate or close any subaccounts.

In the event of substitution or any of these changes,  we may amend the contract
and take whatever  action is necessary and  appropriate  without your consent or
approval.  However,  we will not make any  substitution  or change  without  the
necessary  approval of the SEC and state insurance  departments.  We will notify
you of any substitution or change.

<PAGE>

About the Service Providers

PRINCIPAL UNDERWRITER

American  Express  Financial  Advisors  Inc.  (AEFA)  serves  as  the  principal
underwriter  for the  contract.  Its  office are  located  at 200 AXP  Financial
Center,  Minneapolis,  MN 55474.  AEFA is a wholly-owned  subsidiary of American
Express  Financial  Corporation  (AEFC) which is a  wholly-owned  subsidiary  of
American Express Company.

The contracts  will be  distributed  by  broker-dealers  which have entered into
distribution agreements with AEFA and American Enterprise Life.

We pay commissions  for sales of the contracts of up to 7% of purchase  payments
to  insurance  agencies  or  broker-dealers  that are also  insurance  agencies.
Sometimes we pay the  commissions  as a combination  of a certain  amount of the
commission  at the time of sale and a trail  commission  (which,  when  totaled,
could exceed 7% of purchase payments).  In addition,  we may pay certain sellers
additional  compensation for selling and  distribution  activities under certain
circumstances.  From  time to time,  we will  pay or  permit  other  promotional
incentives, in cash or credit or other compensation.

Other  contracts  issued by American  Enterprise  Life that are not described in
this  prospectus  may  be  available  through  your  sales  representative.  The
features,  investment options, sales charges and expenses of the other contracts
are different than those of this contract.  Therefore, the contract values under
the other  contracts  may be  different  than your  contract  value  under  this
contract.  In addition,  sales commissions for the other contracts may be higher
or lower than sales commissions for this contract.

ISSUER

American  Enterprise  Life issues the annuities.  American  Enterprise Life is a
wholly-owned subsidiary of IDS Life, which is a wholly-owned subsidiary of AEFC.
AEFC is a wholly-owned subsidiary of American Express Company.  American Express
Company is a financial services company principally engaged through subsidiaries
(in  addition  to AEFC) in travel  related  services,  investment  services  and
international banking services.

American  Enterprise  Life is a stock life insurance  company  organized in 1981
under the laws of the state of Indiana.  Our administrative  offices are located
at 829 AXP Financial Center, Minneapolis, MN 55474. Our statutory address is 100
Capitol  Center  South,  201  North  Illinois  Street,  Indianapolis,  IN 46204.
American Enterprise Life conducts a conventional life insurance business.

LEGAL PROCEEDINGS

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in which American  Enterprise Life and its affiliates do business
involving  insurers'  sales  practices,  alleged  agent  misconduct,  failure to
properly  supervise  agents and other matters.  IDS Life is a defendant in three
class  action  lawsuits  of this  nature.  American  Enterprise  Life is a named
defendant  in one of those  suits,  Richard W. and  Elizabeth  J.  Thoresen  vs.
American  Express  Financial  Corporation,  American  Centurion  Life  Assurance
Company,  American  Enterprise Life Insurance  Company,  American  Partners Life
Insurance Company,  IDS Life Insurance Company and IDS Life Insurance Company of
New York which was  commenced  in  Minnesota  State Court in October  1998.  The
action was brought by individuals  who purchased an annuity in a qualified plan.
The plaintiffs  allege that the sale of annuities in  tax-deferred  contributory
retirement  investment plans (e.g., IRAs) is never  appropriate.  The plaintiffs
purport  to  represent  a class  consisting  of all  persons  who  made  similar
purchases. The plaintiffs seek damages in an unspecified amount.

American Enterprise Life is included as a party to preliminary settlement of all
three class  action  lawsuits.  We believe  this  approach  will put these cases
behind us and provide a fair  outcome for our  clients.  Our  decision to settle
does not include any admission of  wrongdoing.  We do not  anticipate  that this
proposed settlement,  or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

<PAGE>

Additional Information About American Enterprise Life

SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

The following  selected  financial data for American  Enterprise  Life should be
read in conjunction with the financial statements and notes.


<S>                                <C>                 <C>                <C>                <C>            <C>

Years ended Dec. 31, (thousands)          1999              1998              1997              1996             1995

Net investment income                $   322,746       $   340,219      $   332,268       $   271,719      $   223,706

Net gain/loss on investments         $     6,565            (4,788)            (509)           (5,258)          (1,154)

Other                                $     8,338             7,662            6,329             5,753            4,214

Total revenues                       $   337,649       $   343,093      $   338,088       $   272,214      $   226,766

Income before income taxes           $    50,662       $    36,421      $    44,958       $    35,735      $    33,440

Net income                           $    33,987       $    22,026      $    28,313       $    22,823      $    21,748

Total assets                         $ 4,603,343       $ 4,885,621      $ 4,973,413       $ 4,425,837      $ 3,570,960
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

1999 Compared to 1998:

Net income increased 54 percent to $34 million in 1999,  compared to $22 million
in 1998.  Earnings growth resulted  primarily net realized gains of $6.6 million
in 1999, compared to net realized losses of $4.8 in 1998.

Income  before  income  taxes  totaled  $51 million in 1999,  compared  with $36
million in 1998.

Total investment  contract deposits received  decreased to $336 million in 1999,
compared with $348 million in 1998. This decrease is primarily due to a decrease
in sales of variable annuities in 1999.

Total revenues decreased to $338 million in 1999,  compared with $343 million in
1998. The decrease is primarily due to decreased net investment income which was
partially offset by an increase in realized gain on investments.  Net investment
income,  the largest  component of revenues,  decreased 5 percent from the prior
year, reflecting decreases in investments owned and investment yields.

Contractholder  charges  decreased 5 percent to $6.1  million in 1999,  compared
with $6.4 million in 1998, reflecting a decrease in fixed annuities inforce. The
Company  receives  mortality  and expense risk fees from the separate  accounts.
Mortality  and expense  risk fees  increased 77 percent to $2.3 million in 1999,
compared  with $1.3  million in 1998,  this  reflects  the  increase in separate
account assets.

Net realized  gain on  investments  was $6.6 million in 1999,  compared to a net
realized loss on  investments  of $4.8 million in 1998.  The net realized  gains
were primarily due to the sale of available for sale fixed maturity  investments
at a gain as well as a decrease in the  allowance for mortgage loan losses based
on management's regular evaluation of allowance adequacy.

Total  benefits and  expenses  decreased  slightly to $287 million in 1999.  The
largest  component  of  expenses,  interest  credited on  investment  contracts,
decreased to $209 million, reflecting a decrease in fixed annuities in force and
lower  interest  rates.   Amortization  of  deferred  policy  acquisition  costs
decreased to $43 million, compared to $54 million in 1998. This decrease was due
primarily  to  decreased  aggregate  amounts in force,  as well as the impact of
changing  prospective  assumptions  in 1998 based on actual lapse  experience on
certain fixed annuities.

Other operating expenses  increased 46 percent to $35 million in 1999,  compared
to $24 million in 1998.  This increase is primarily  reflects  technology  costs
related to growth initiatives.

<PAGE>

1998 Compared to 1997:

Net income decreased 22 percent to $22 million in 1998,  compared to $28 million
in  1997.  The  decrease  in  earnings  resulted  primarily  from  increases  in
amortization of deferred policy acquisition costs.

Income  before  income  taxes  totaled  $36 million in 1998,  compared  with $45
million in 1997.

Total  premiums and  investment  contract  deposits  received  decreased to $348
million in 1998,  compared with $802 million in 1997. This decrease is primarily
due to a  decrease  in sales  of fixed  annuities  in 1998,  reflecting  the low
interest rate environment.

Total revenues increased to $343 million in 1998,  compared with $338 million in
1997.  The increase is primarily due to increases in net  investment  income and
contractholder   charges.  Net  investment  income,  the  largest  component  of
revenues,  increased 2 percent  from the prior  year,  reflecting  increases  in
investments owned and investment yields.

Contractholder  charges,  increased 12 percent to $6.4 million in 1998, compared
with $5.7 million in 1997. The Company receives  mortality and expense risk fees
from the separate accounts.

Total  benefits  and  expenses  increased  4.6 percent to $307  million in 1998,
compared with 293 million in 1997. The largest  component of expenses,  interest
credited on  contractholders  investment  contracts,  decreased to $229 million,
reflecting  a decrease in fixed  annuities  in force and lower  interest  rates.
Amortization  of deferred  policy  acquisition  costs  increased to $54 million,
compared to $37 million in 1997.  This  increase was due primarily to the impact
of changing prospective  assumptions based on actual lapse experience on certain
fixed annuities.

Risk  Management

The  sensitivity  analysis of the test of market risk discussed  below estimates
the  effects of  hypothetical  sudden and  sustained  changes in the  applicable
market  conditions on the ensuing year's  earnings based on year-end  positions.
The  market  changes,  assumed  to occur as of  year-end,  is a 100 basis  point
increase in market  interest rates.  Computations of the prospective  effects of
hypothetical  interest  rate  change  based on numerous  assumptions,  including
relative  levels of market  interest  rates as well as the  levels of assets and
liabilities.  The  hypothetical  changes and assumptions  will be different from
what  actually  occurs  in the  future.  Furthermore,  the  computations  do not
anticipate  actions that may be taken by management if the  hypothetical  market
changes actually occurred over time. As a result, actual earnings effects in the
future will differ from those quantified below.

The Company  primarily  invests in fixed income securities over a broad range of
maturities for the purpose of providing fixed annuity clients with a competitive
rate of return on their  investments  while  minimizing  risk,  and to provide a
dependable  and targeted  spread between the interest rate earned on investments
and the interest rate credited to  contractholders'  accounts.  The Company does
not invest in securities to generate trading profits.

The Company has an investment  committee that holds regularly scheduled meetings
and, when necessary,  special meetings. At these meetings, the committee reviews
models  projecting  different  interest  rate  scenarios  and  their  impact  on
profitability.  The objective of the  committee is to structure  the  investment
security portfolio based upon the type and behavior of products in the liability
portfolio so as to achieve targeted levels of profitability.

Rates  credited to  contractholders'  accounts  are  generally  reset at shorter
intervals than the maturity of underlying investments. Therefore, margins may be
negatively impacted by increases in the general level of interest rates. Part of
the  committee's  strategy  includes the purchase of some types of  derivatives,
such as interest  rate caps,  swaps and  floors,  for  hedging  purposes.  These
derivatives  protect  margins  by  increasing  investment  returns if there is a
sudden and severe rise in interest  rates,  thereby  mitigating the impact of an
increase in rates credited to contractholders' accounts.

<PAGE>

The  negative  effect on the  Company's  pretax  earnings  of a 100 basis  point
increase in interest rates, which assumes repricings and customer behavior based
on the application of proprietary models to the book of business at December 31,
1999, would be appoximately $4.2 million.

Liquidity and Capital  Resources

The liquidity  requirements  of the Company are met by funds provided by annuity
considerations, investment income, proceeds from sales of investments as well as
maturities and periodic repayments of investment principal.

The  primary  uses of funds  are  policy  benefits,  commissions  and  operating
expenses, policy loans, and investment purchases.

The Company has an  available  line of credit with  American  Express  Financial
Corporation  aggregating  $50 million.  The line of credit is used strictly as a
short-term  source of funds. No borrowings were outstanding  under the agreement
at December 31,  1999.  At December 31,  1999,  outstanding  reverse  repurchase
agreements totaled $26 million.

At December 31, 1999,  investments in fixed  maturities  comprised 81 percent of
the  Company's  total  invested  assets.   Of  the  fixed  maturity   portfolio,
approximately  32 percent is  invested in GNMA,  FNMA and FHLMC  mortgage-backed
securities which are considered AAA/Aaa quality.

At December 31, 1999,  approximately 14 percent of the Company's  investments in
fixed  maturities were below investment  grade bonds.  These  investments may be
subject to a higher degree of risk than the  investment  grade issues because of
the borrower's  generally  greater  sensitivity to adverse economic  conditions,
such as recession or increasing  interest rates, and in certain  instances,  the
lack of an active secondary  market.  Expected returns on below investment grade
bonds reflect  consideration  of such factors.  The Company has identified those
fixed  maturities  for which a decline in fair value is  determined  to be other
than  temporary,  and has  written  them  down to fair  value  with a charge  to
earnings.

At December 31, 1999, net unrealized  appreciation  on fixed  maturities held to
maturity included $6.3 million of gross unrealized  appreciation and $29 million
of  gross  unrealized   depreciation.   Net  unrealized  appreciation  on  fixed
maturities  available  for  sale  included  $9.3  million  of  gross  unrealized
appreciation and $117 million of gross unrealized depreciation.

At December 31, 1999, the Company had an allowance for losses for mortgage loans
totaling $6.7 million.

The economy and other factors have caused a number of insurance  companies to go
under regulatory  supervision.  This circumstance has resulted in assessments by
state guaranty  associations  to cover losses to  policyholders  of insolvent or
rehabilitated  companies.  Some assessments can be partially recovered through a
reduction in future premium taxes in certain states. The Company  established an
asset for  guaranty  association  assessments  paid to those  states  allowing a
reduction in future premium taxes over a reasonable period of time. The asset is
being amortized as premium taxes are reduced. The Company has also estimated the
potential effect of future  assessments on the Company's  financial position and
results  of  operations  and  has  established  a  reserve  for  such  potential
assessments.  The Company  has adopted  Statement  of  Position  97-3  providing
guidance  when an  insurer  should  recognize  a  liability  for  guaranty  fund
assessments.  The SOP is effective for fiscal years beginning after December 15,
1998.  Adoption  did not have a  material  impact on the  Company's  results  of
operations or financial condition.

The National Association of Insurance  Commissioners has established  risk-based
capital  standards to determine  the capital  requirements  of a life  insurance
company based upon the risks inherent in its operations. These standards require
the  computation  of a risk-based  capital  amount  which is then  compared to a
company's  actual total adjusted  capital.  The  computation  involves  applying
factors to various statutory financial data to address four primary risks: asset
default,  adverse insurance experience,  interest rate risk and external events.
These  standards  provide for regulatory  attention when the percentage of total
adjusted capital to authorized control level risk-based capital is below certain
levels.  As of December 31, 1999, the Company's total adjusted  capital was well
in excess of the levels requiring regulatory attention.

<PAGE>

YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and the variable account.  All of the major systems used by American  Enterprise
Life  and the  variable  account  are  maintained  by AEFC and are  utilized  by
multiple subsidiaries and affiliates of AEFC. American Enterprise Life's and the
variable account's businesses are heavily dependent upon AEFC's computer systems
and have significant interactions with systems of third parties.

A  comprehensive  review of AEFC's  computer  systems  and  business  processes,
including those specific to American  Enterprise Life and the variable  account,
was  conducted to identify the major  systems that could be affected by the Year
2000  issue.   Steps  were  taken  to  resolve  potential   problems   including
modification to existing  software and the purchase of new software.  As of Dec.
31, 1999, AEFC had completed its program of corrective  measures on its internal
systems and applications, including Year 2000 compliance testing. As of Dec. 31,
1999, AEFC had also completed its evaluation of the Year 2000 readiness of other
third  parties  whose  system  failures  could  have an impact  on the  American
Enterprise Life's and variable account's operations.

AEFC's Year 2000 project also included  establishing Year 2000 contingency plans
for all key business units.  Business continuation plans, which address business
continuation  in the  event of a  system  disruption,  are in place  for all key
business units. As of Dec.
31,  1999,   these  plans  had  been  amended  to  include  specific  Year  2000
considerations.

In  assessing  its Year 2000  initiatives  and the results of actual  production
since Jan. 1, 2000,  management  believes no material adverse  consequences were
experienced,  and there was no material effect on American Enterprise Life's and
the variable account's business,  results of operations,  or financial condition
as a result of the Year 2000 issue.

RESERVES

In accordance with the insurance laws and regulations under which we operate, we
are  obligated to carry on our books,  as  liabilities,  actuarially  determined
reserves to meet our obligations on our outstanding  annuity contracts.  We base
our reserves for deferred annuity contracts on accumulation  value and for fixed
annuity contracts in a benefit status on established  industry mortality tables.
These  reserves are computed  amounts that will be sufficient to meet our policy
obligations at their maturities.

INVESTMENTS

Our total  investments  of  $4,107,559  at Dec.  31,  1999,  28% was invested in
mortgage-backed  securities,  53% in corporate  and other bonds,  19% in primary
mortgage  loans  on  real  estate  and  the  remaining  less  than  1% in  other
investments.

COMPETITION

We are engaged in a business that is highly  competitive due to the large number
of stock and  mutual  life  insurance  companies  and other  entities  marketing
insurance  products.  There are over  1,600  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition 1999, assigned us one of its highest classifications, A+ (Superior).

<PAGE>

EMPLOYEES

As of Dec. 31, 1999, we had no employees.

PROPERTIES

We occupy office space in Minneapolis, MN, which is rented by AEFC. We reimburse
AEFC for rent  based on  direct  and  indirect  allocation  methods.  Facilities
occupied by us are  believed to be adequate  for the purposes for which they are
used and well maintained.

STATE REGULATION

American  Enterprise  Life is  subject  to the  laws  of the  State  of  Indiana
governing  insurance  companies and to the regulations of the Indiana Department
of  Insurance.  An annual  statement  in the  prescribed  form is filed with the
Indiana  Department  of  Insurance  each year  covering  our  operation  for the
preceding year and its financial  condition at the end of such year.  Regulation
by  the  Indiana  Department  of  Insurance  includes  periodic  examination  to
determine American  Enterprise's  contract  liabilities and reserves so that the
Indiana  Department of Insurance  may certify that these items are correct.  The
Company's books and accounts are subject to review by the Indiana  Department of
Insurance  at  all  times.  Such  regulation  does  not,  however,  involve  any
supervision of the account's management or the company's investment practices or
policies.  In addition,  American Enterprise Life is subject to regulation under
the  insurance  laws  of  other  jurisdictions  in  which  it  operates.  A full
examination of American  Enterprise Life's operations is conducted  periodically
by the National Association of Insurance Commissioners.

Under  insurance  guaranty fund laws, in most states,  insurers  doing  business
therein can be assessed up to prescribed limits for policyholder losses incurred
by  insolvent  companies.  Most  of  these  laws  do  provide  however,  that an
assessment  may be excused or deferred if it would  threaten  an  insurer's  own
financial strength.

<PAGE>

Directors and Executive Officers*

The directors and principal  executive officers of American  Enterprise Life and
the principal occupation of each during the last five years is as follows:

Directors

James E. Choat
Born in 1947
Director,  president  and  chief  executive  officer  since  1996;  Senior  vice
president - Institutional Products Group, AEFA, 1994 to 1997.

Richard W. Kling
Born 1940
Director and chairman of the board since March 1989.

Paul S. Mannweiler**
Born in 1949
Director since 1986; Partner at Locke Reynolds Boyd & Weisell since 1980.

Paula R. Meyer
Born in 1954
Director and executive vice president  since 1998;  vice  president,  AEFC since
1998;  Piper Capital  Management (PCM) President from Oct. 1997 to May 1998; PCM
Director  of  Marketing  from June 1995 to Oct.  1997;  PCM  Director  of Retail
Marketing from Dec. 1993 to June 1995.

William A. Stoltzmann
Born in 1948
Director since Sept.  1989; vice president,  general counsel and secretary since
1985.

Officers other than directors

Jeffrey S. Horton
Born 1961
Vice  president  and treasurer  since Dec.  1997;  vice  president and corporate
treasurer,  AEFC, since Dec. 1997;  controller,  American Express Technologies -
Financial  Services,  AEFC,  from  July  1997 to  Dec.  1997;  controller,  Risk
Management  Products,  AEFC, from May 1994 to July 1997; director of finance and
analysis, Corporate Treasury, AEFC, from June 1990 to May 1994.

Philip C. Wentzel
Born in 1961
Vice  president  and  controller  since 1998;  vice  president  - Finance,  Risk
Management  Products,  AEFC since 1997; and director of financial  reporting and
analysis from 1992 to 1997.

* The  address  for all of the  directors  and  principal  officers  is: 200 AXP
  Financial  Center,  Minneapolis,  MN 55474 except for Mr.  Mannweiler  who is
  an independent director.

** Mr. Mannweiler's address is: 201 No. Illinois Street, Indianapolis, IN 46204

<PAGE>

EXECUTIVE COMPENSATION

Our executive  officers  also may serve one or more  affiliated  companies.  The
following  table  reflects  cash  compensation  paid  to the  five  most  highly
compensated  executive  officers  as a group for  services  rendered in the most
recent  year to us and our  affiliates.  The table  also  shows  the total  cash
compensation paid to all our executive officers,  as a group, who were executive
officers at any time during the most recent year.
<TABLE>
<CAPTION>

Name of individual or number in group        Position held                            Cash compensation
<S>                                         <C>                                   <C>

Five most highly compensated executive
officers as a group:                                                                   $7,960,888

Richard W. Kling                             Chairman of the Board
James E. Choat                               President and CEO
Stuart A. Sedlacek                           Executive Vice President
Lorraine R. Hart                             Vice President, Investments
Deborah L. Pederson                          Assistant Vice President, Investments

All executive officers as a group (11)                                                $11,535,043
</TABLE>

SECURITY OWNERSHIP OF MANAGEMENT

Our directors and officers do not  beneficially  own any  outstanding  shares of
stock of the company.  All of our outstanding  shares of stock are  beneficially
owned by IDS Life.  The  percentage of shares of IDS Life owned by any director,
and by all our  directors  and  officers  as a group,  does not exceed 1% of the
class outstanding.

Experts

Ernst & Young LLP, independent  auditors,  have audited the financial statements
of American Enterprise Life Insurance Company at Dec. 31, 1999 and 1998, and for
each of the three years in the period ended Dec. 31,  1999,  and the  individual
and combined  Financial  Statements of the segregated  asset  subaccounts of the
American Enterprise Variable Annuity Account (comprised of subaccounts ECR, EIA,
EGD,  ECA,  EVA,  ESR, ERE, EMU, JUS, JGL, JMC, EUT, EPL and EPT) as of Dec. 31,
1999 and for the periods indicated therein, as set forth in their reports. We've
included  our  financial  statements  in the  prospectus  and  elsewhere  in the
registration statement in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

<PAGE>



AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION


REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1999  and  1998,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1999 and  1998,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.



/s/ Ernst & Young LLP
Ernst & Young LLP
February 3, 2000
Minneapolis, Minnesota

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                  December 31,
                       ($ thousands, except share amounts)
<TABLE>
<S>                                                              <C>              <C>

ASSETS                                                              1999              1998
- ------                                                           -----------      -----------

Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value:
       1999, $984,103; 1998, $1,126,732)                          $1,006,349       $1,081,193
    Available for sale, at fair value (amortized cost:
       1999, $2,411,799; 1998, $2,526,712)                         2,304,487        2,594,858
                                                                 -----------      -----------
                                                                   3,310,836        3,676,051

  Mortgage loans on real estate                                      785,253          815,806
  Other investments                                                   11,470           12,103
                                                                 -----------      -----------
          Total investments                                        4,107,559        4,503,960

Accounts receivable                                                      316              214
Accrued investment income                                             56,676           61,740
Deferred policy acquisition costs                                    180,288          196,479
Deferred income taxes                                                 37,501               --
Other assets                                                               9               43
Separate account assets                                              220,994          123,185
                                                                 -----------      -----------

          Total assets                                            $4,603,343       $4,885,621
                                                                  ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                      $3,921,513       $4,166,852
  Policy claims and other policyholders' funds                        12,097            7,389
  Deferred income taxes                                                   --           23,199
  Amounts due to brokers                                              25,215           54,347
  Other liabilities                                                   17,436           24,500
  Separate account liabilities                                       220,994          123,185
                                                                 -----------      -----------
          Total liabilities                                        4,197,255        4,399,472

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                               2,000            2,000
  Additional paid-in capital                                         282,872          282,872
  Accumulated other comprehensive (loss) income:
     Net unrealized securities (losses) gains                        (69,753)          44,295
  Retained earnings                                                  190,969          156,982
                                                                 -----------      -----------
          Total stockholder's equity                                 406,088          486,149
                                                                 -----------      -----------

Total liabilities and stockholder's equity                        $4,603,343       $4,885,621
                                                                  ==========       ==========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                            Years ended December 31,
                                  ($ thousands)
<TABLE>
<S>                                                       <C>               <C>              <C>

                                                            1999              1998             1997
                                                          ---------         ---------        ---------

Revenues:
  Net investment income                                    $322,746          $340,219         $332,268
  Contractholder charges                                      6,069             6,387            5,688
  Mortality and expense risk fees                             2,269             1,275              641
  Net realized gain (loss) on investments                     6,565            (4,788)            (509)
                                                          ---------         ---------        ---------

          Total revenues                                    337,649           343,093          338,088
                                                          ---------         ---------        ---------

Benefits and expenses:
  Interest credited on investment contracts                 208,583           228,533          231,437
  Amortization of deferred policy acquisition costs          43,257            53,663           36,803
  Other operating expenses                                   35,147            24,476           24,890
                                                          ---------         ---------        ---------

          Total benefits and expenses                       286,987           306,672          293,130
                                                          ---------         ---------        ---------

Income before income taxes                                   50,662            36,421           44,958

Income taxes                                                 16,675            14,395           16,645
                                                          ---------         ---------        ---------

Net income                                                $  33,987         $  22,026        $  28,313
                                                          =========         =========        =========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1999
                                  ($ thousands)
<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                     Other
                                                         Total                      Additional    Comprehensive
                                                     Stockholder's     Capital       Paid-In      (Loss) Income,     Retained
                                                         Equity         Stock         Capital        Net of Tax       Earnings
                                                     -------------    --------    ------------    ------------    -------------
<S>                                                  <C>              <C>         <C>             <C>             <C>
Balance, December 31, 1996                               $363,858       $2,000       $242,872        $ 12,343        $106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
      Unrealized holding gains arising
           during the year, net of  taxes of
        ($19,891)                                          36,940           --             --          36,940              --
      Reclassification adjustment for losses
           included in net income, net of tax
           of ($126)                                          233           --             --             233              --
                                                     -------------                                ------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                     -------------
     Comprehensive income                                  65,486
Capital contribution from IDS Life                         40,000           --         40,000              --              --
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:
     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
          during the year, net of taxes of $3,400          (6,314)          --             --          (6,314)             --
       Reclassification adjustment for losses
           included in net income, net of tax
           of ($588)                                        1,093           --             --           1,093              --
                                                     -------------                                ------------
     Other comprehensive loss                              (5,221)          --             --          (5,221)             --
                                                     -------------
     Comprehensive income                                  16,805
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1998                                486,149        2,000        282,872          44,295         156,982
Comprehensive loss:
     Net income                                            33,987           --             --              --          33,987
     Unrealized holding losses arising
         during the year, net of taxes of $(59,231)      (110,001)          --             --        (110,001)             --
     Reclassification adjustment for gains
          included in net income, net of tax               (4,047)                                     (4,047)             --
          of $(2,179)                                -------------                                ------------
     Other comprehensive loss                            (114,048)          --             --        (114,048)             --
                                                     -------------
     Comprehensive loss                                   (80,061)
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1999                               $406,088       $2,000       $282,872        $(69,753)       $190,969
                                                     =============    ========    ============    ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         See accompanying notes.

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                <C>           <C>           <C>
                                                                      1999          1998          1997
                                                                   -----------   -----------   -----------
Cash flows from operating activities:
  Net income                                                       $   33,987    $   22,026    $   28,313
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                               5,064        (2,152)       (8,017)
      Change in accounts receivable                                      (102)          349         9,304
      Change in deferred policy acquisition costs, net                 16,191        28,022       (21,276)
      Change in other assets                                               34            74         4,840
      Change in policy claims and other policyholders' funds            4,708        (3,939)      (16,099)
      Deferred income tax (benefit) provision                             711        (9,591)       (2,485)
      Change in other liabilities                                      (7,064)        7,595         1,255
      Amortization of premium (accretion of discount), net              2,315           122        (2,316)
      Net realized (gain) loss on investments                          (6,565)        4,788           509
      Other, net                                                      (1,562)         2,544           959
                                                                   -----------   -----------   -----------

         Net cash provided by (used in) operating activities           47,717        49,838        (5,013)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                                          --            --        (1,996)
        Maturities                                                     65,705        73,601        41,221
        Sales                                                           8,466        31,117        30,601
    Fixed maturities available for sale:
        Purchases                                                    (593,888)     (298,885)     (688,050)
        Maturities                                                    248,317       335,357       231,419
        Sales                                                         469,126        48,492        73,366
    Other investments:
        Purchases                                                     (28,520)     (161,252)     (199,593)
        Sales                                                          57,548        78,681        29,139
    Change in amounts due to brokers                                  (29,132)       19,412       (53,796)
                                                                   -----------   -----------   ------------

          Net cash provided by (used in) investing activities         197,622       126,523      (537,689)

Cash flows from financing activities:
 Activity related to investment contracts:
    Considerations received                                           299,899       302,158       783,339
    Surrenders and other benefits                                    (753,821)     (707,052)     (552,903)
    Interest credited to account balances                             208,583       228,533       231,437
    Capital contribution from parent                                       --            --        40,000
                                                                   -----------   -----------   -----------

          Net cash (used in) provided by financing activities        (245,339)     (176,361)      501,873
                                                                   -----------   -----------   -----------

Net decrease in cash and cash equivalents                                  --            --       (40,829)

Cash and cash equivalents at beginning of year                             --            --        40,829
                                                                   -----------   -----------   -----------

Cash and cash equivalents at end of year                           $       --    $       --    $      --
                                                                   ===========   ===========   ==========
                                         See accompanying notes.

</TABLE>

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  The  Company's  principal  product  is
     deferred  annuities,  which are issued primarily to individuals.  It offers
     single  premium and annual premium  deferred  annuities on both a fixed and
     variable dollar basis.
     Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly-owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation  (AEFC).  AEFC is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States which vary in certain respects from reporting  practices  prescribed
     or permitted by the Indiana Department of Insurance (see Note 4).

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities and disclosure of contingent  assets and liabilities at the
     date of the financial  statements and the reported  amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Investments

     Fixed  maturities  that the  Company has both the  positive  intent and the
     ability to hold to maturity are  classified as held to maturity and carried
     at amortized  cost. All other fixed  maturities are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive (loss) income, net of deferred
     income taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments  are  anticipated  on certain  investments  in  mortgage-backed
     securities in determining  the constant  effective  yield used to recognize
     interest  income.  Prepayment  estimates are based on information  received
     from brokers who deal in mortgage-backed securities.

     Mortgage  loans on real  estate  are  carried  at  amortized  cost  less an
     allowance  for  mortgage  loan  losses.  The  estimated  fair  value of the
     mortgage  loans is  determined  by a discounted  cash flow  analysis  using
     mortgage   interest  rates  currently  offered  for  mortgages  of  similar
     maturities.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance for mortgage loan losses
     is  maintained  at a level that  management  believes is adequate to absorb
     estimated  losses in the portfolio.  The level of the allowance  account is
     determined  based on  several  factors,  including  historical  experience,
     expected  future  principal  and interest  payments,  estimated  collateral
     values,  and current and  anticipated  economic and  political  conditions.
     Management  regularly  evaluates the adequacy of the allowance for mortgage
     loan losses.

     The Company  generally stops accruing  interest on mortgage loans for which
     interest  payments  are  delinquent  more  than  three  months.   Based  on
     management's  judgment  as to the  ultimate  collectibility  of  principal,
     interest  payments  received are either  recognized as income or applied to
     the recorded investment in the loan.

     The cost of interest rate caps and floors is amortized to investment income
     over the life of the contracts  and payments  received as a result of these
     agreements are recorded as investment  income when realized.  The amortized
     cost of interest rate caps and floors is included in other investments.

     When evidence  indicates a decline,  which is other than temporary,  in the
     underlying  value  or  earning  power  of  individual   investments,   such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The  Company  considers  investments  with a maturity  at the date of their
     acquisition  of  three  months  or  less  to  be  cash  equivalents.  These
     securities are carried  principally  at amortized  cost which  approximates
     fair value.

     Supplementary  information  to the  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                        1999            1998           1997
                                        ----            -----          ----
    Cash paid during the year for:
      Income taxes                      $22,007        $19,035       $19,456
      Interest on borrowings              2,187          5,437         1,832

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs,  and certain  sales  expenses,  have been  deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Amortization  of deferred  policy  acquisition  costs  requires  the use of
     assumptions  including  interest margins,  mortality  margins,  persistency
     rates,  maintenance  expense  levels and, for variable  products,  separate
     account  performance.   For  universal  life-type  insurance  and  deferred
     annuities,  actual  experience is reflected in the  Company's  amortization
     models monthly. As actual experience differs from the current  assumptions,
     management  considers  the need to change key  assumptions  underlying  the
     amortization  models  prospectively.  The  impact of  changing  prospective
     assumptions  is  reflected  in the period that such changes are made and is
     generally referred to as an unlocking  adjustment.  During 1998,  unlocking
     adjustments  resulted in a net increase in amortization of $11 million. Net
     unlocking adjustments in 1999 and 1997 were not significant.

     Liabilities for future policy benefits

     Liabilities  for  universal-life  type  insurance  and fixed  and  variable
     deferred annuities are accumulation values.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American  Express  Company.  The Company  provides for income
     taxes on a separate return basis,  except that, under an agreement  between
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included in other  liabilities at December 31, 1999 and 1998 are $2,147 and
     $3,504, respectively, payable to IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.    Summary of significant accounting policies (continued)

     The Company makes contractual  mortality assurances to the variable annuity
     contract  owners that the net assets of the separate  accounts  will not be
     affected by future  variations in the actual life expectancy  experience of
     the annuitants and beneficiaries from the mortality assumptions implicit in
     the annuity  contracts.  The Company makes  periodic fund  transfers to, or
     withdrawals   from,   the  separate   account  assets  for  such  actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.

      Accounting changes

     American  Institute of Certified Public  Accountants  (AICPA)  Statement of
     Position (SOP) 98-1,  "Accounting for Costs of Computer Software  Developed
     or Obtained for Internal  Use" became  effective  January 1, 1999.  The SOP
     requires the  capitalization  of certain costs  incurred  after the date of
     adoption to develop or obtain software for internal use.  Software utilized
     by the Company is owned by AEFC and  capitalized by AEFC. As a result,  the
     new  rule  did not have a  material  impact  on the  Company's  results  of
     operations or financial condition.

     Effective January 1, 1999, the Company adopted AICPA SOP 97-3, "Accounting
     by Insurance  and Other  Enterprises  for  Insurance-Related  Assessments,"
     providing guidance for the timing of recognition of liabilities  related to
     guaranty fund assessments.  The Company had historically carried balance in
     other  liabilities  on  the  balance  sheet  for  potential  guaranty  fund
     assessment exposure.  Adoption of the SOP did not have a material impact on
     the Company's results of operations or financial condition.

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities,"  which is effective  January 1, 2001.
     This  Statement   establishes   accounting  and  reporting   standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities.  It requires that an entity
     recognize all  derivatives  as either assets or  liabilities in the balance
     sheet and measure  those  instruments  at fair value.  The  accounting  for
     changes in the fair value of a  derivative  depends on the  intended use of
     the derivative and the resulting designation. The ultimate financial effect
     of the new  rule  will be  measured  based on the  derivatives  in place at
     adoption and cannot be estimated at this time.

<PAGE>

2.   Investments

     Fair values of  investments  in fixed  maturities  represent  quoted market
     prices and estimated values when quoted prices are not available. Estimated
     values are  determined by  established  procedures  involving,  among other
     things,  review of market  indices,  price  levels of current  offerings of
     comparable issues, price estimates and market data from independent brokers
     and financial files.

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1999 are as follows:
<TABLE>
<S>                                             <C>              <C>              <C>             <C>

                                                                   Gross           Gross
                                                Amortized        Unrealized       Unrealized        Fair
    Held to maturity                             Cost              Gains           Losses           Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    7,514       $     23         $    431        $    7,106
    State and municipal obligations                  3,002             44               --             3,046
    Corporate bonds and obligations                816,826          5,966           23,311           799,482
    Mortgage-backed securities                     179,007            296            4,834           174,469
                                                ----------       --------         --------        ----------
                                                $1,006,349       $  6,329         $ 28,576        $  984,103
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,047   $         --         $     47        $    1,999
    State and municipal obligations                  2,250             --              190             2,060
    Corporate bonds and obligations              1,419,150          7,445           90,703         1,335,892
    Mortgage-backed securities                     988,352          1,929           25,746           964,536
                                                ------------     --------         --------        ----------
                                                $2,411,799       $  9,374         $116,686        $2,304,487
                                                ==========       ========         ========        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

                                                                   Gross           Gross
                                                 Amortized       Unrealized       Unrealized         Fair
    Held to maturity                               Cost            Gains           Losses            Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    8,652       $    423         $     --        $    9,075
    State and municipal obligations                  3,003            149               --             3,152
    Corporate bonds and obligations                877,140         48,822            6,670           919,292
    Mortgage-backed securities                     192,398          2,844               29           195,213
                                                ----------       --------         --------        ----------
                                                $1,081,193       $ 52,238         $  6,699        $1,126,732
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,062       $    116         $     --        $    2,178
    Corporate bonds and obligations              1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                   1,051,836         32,232               89         1,083,979
                                                ----------       --------         --------        ----------
                                                $2,526,712       $102,338          $34,192        $2,594,858
                                                ==========       ========          =======        ==========
</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1999 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                               Amortized            Fair
    Held to maturity                              Cost             Value

    Due in one year or less                    $    26,214        $   26,334
    Due from one to five years                     412,533           408,638
    Due from five to ten years                     331,187           320,146
    Due in more than ten years                      57,408            54,516
    Mortgage-backed securities                     179,007           174,469
                                             -------------     -------------
                                               $ 1,006,349        $  984,103
                                               ===========      ============

                                               Amortized            Fair
    Available for sale                            Cost             Value

    Due in one year or less                    $    46,937        $   47,236
    Due from one to five years                      75,233            73,525
    Due from five to ten years                   1,037,001           980,633
    Due in more than ten years                     264,276           238,557
    Mortgage-backed securities                     988,352           964,536
                                              ------------      ------------
                                                $2,411,799        $2,304,487

     During the years ended December 31, 1999, 1998 and 1997,  fixed  maturities
     classified  as held to maturity  were sold with  amortized  cost of $8,466,
     $31,117 and $29,561, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1999 with
     proceeds of  $469,126  and gross  realized  gains and losses of $10,374 and
     $4,147  respectively.  Fixed maturities available for sale were sold during
     1998 with proceeds of $48,492 and gross realized gains and losses of $2,835
     and $4,516,  respectively.  Fixed  maturities  available for sale were sold
     during 1997 with proceeds of $73,366 and gross realized gains and losses of
     $1,081 and $1,440, respectively.

     At December 31, 1999,  bonds carried at $3,277 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1999,  investments in fixed maturities comprised 81 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $486 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

           Rating                                    1999             1998
    ----------------------                       -----------       -----------
    Aaa/AAA                                       $1,168,144        $1,242,301
    Aa/AA                                             42,859            45,526
    Aa/A                                              52,416            60,019
    A/A                                              422,668           422,725
    A/BBB                                            189,072           228,656
    Baa/BBB                                          995,152         1,030,874
    Baa/BB                                            64,137            79,687
    Below investment grade                           483,700           498,117
                                                ------------      ------------
                                                  $3,418,148        $3,607,905

     At December  31, 1999,  approximately  94 percent of the  securities  rated
     Aaa/AAA were GNMA, FNMA and FHLMC mortgage-backed  securities.  No holdings
     of any other issuer were greater  than one percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1999,  approximately  19 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

                                               December 31, 1999                        December 31, 1998
                                         -------------------------------       --------------------------------
<S>                                      <C>                 <C>                 <C>                <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------   -----------         -----------        ----------          -----------
    South Atlantic                          $194,325         $        --          $198,552             $    651
    Middle Atlantic                          118,699                  --           129,284                  520
    East North Central                       126,243                  --           134,165                2,211
    Mountain                                 103,751                  --           113,581                   --
    West North Central                       125,891                 513           119,380                9,626
    New England                               43,345                 802            46,103                   --
    Pacific                                   41,396                  --            43,706                   --
    West South Central                        31,153                  --            32,086                   --
    East South Central                         7,100                  --             7,449                   --
                                         -----------        ------------       -----------         ------------
                                             791,903               1,315           824,306               13,008
    Less allowance for losses                  6,650                  --             8,500                   --
                                         -----------        ------------       -----------         ------------
                                            $785,253            $  1,315          $815,806              $13,008
                                            ========            ========          ========              =======

<PAGE>

2.   Investments (continued)
                                               December 31, 1999                       December 31, 1998
                                          ------------------------------         ------------------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
                                          ----------      --------------        ----------         ------------
    Department/retail stores                $232,449        $     1,315           $253,380            $     781
    Apartments                               181,346                 --            186,030                2,211
    Office buildings                         202,132                 --            206,285                9,496
    Industrial buildings                      83,186                 --             82,857                  520
    Hotels/Motels                             43,839                 --             45,552                   --
    Medical buildings                         32,284                 --             33,103                   --
    Nursing/retirement homes                   6,608                 --              6,731                   --
    Mixed Use                                 10,059                 --             10,368                   --
                                          ----------      --------------        ----------         ------------
                                             791,903              1,315            824,306               13,008
    Less allowance for losses                  6,650                 --              8,500                   --
                                         -----------      --------------       -----------         ------------
                                            $785,253         $    1,315           $815,806              $13,008
                                            ========         ==========           ========              =======
</TABLE>

     Mortgage  loan  fundings  are  restricted  by  state  insurance  regulatory
     authorities to 80 percent or less of the market value of the real estate at
     the time of  origination  of the  loan.  The  Company  holds  the  mortgage
     document,  which gives it the right to take  possession  of the property if
     the  borrower  fails to perform  according  to the terms of the  agreement.
     Commitments  to  purchase  mortgages  are made in the  ordinary  course  of
     business. The fair value of the mortgage commitments is $nil.

     At December 31, 1999, the Company's  recorded  investment in impaired loans
     was $5,200 with an allowance of $1,250. At December 31, 1998, the Company's
     recorded investment in impaired loans was $1,932 with an allowance of $500.
     During 1999 and 1998, the average recorded investment in impaired loans was
     $5,399 and $2,736, respectively.

     The Company  recognized  $136,  $251 and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1999,  1998 and 1997,
     respectively.

     The following table presents changes in the allowance for investment losses
related to all loans:
<TABLE>
<S>                                                <C>         <C>          <C>
                                                     1999        1998         1997
                                                     ----        ----         ----
    Balance, January 1                               $8,500      $3,718       $2,370
    Provision (reduction) for investment losses      (1,850)      4,782        1,805
    Loan payoffs                                         --          --         (457)
                                                     ------   ---------      -------
    Balance, December 31                             $6,650      $8,500       $3,718
                                                     ======      ======       ======

     Net  investment  income for the years ended  December 31 is  summarized  as
follows:

                                                     1999         1998        1997
                                                     -----        -----       ----
    Interest on fixed maturities                   $265,199    $285,260     $278,736
    Interest on mortgage loans                       63,721      65,351       55,085
    Interest on cash equivalents                        534         137          704
    Other                                            (1,755)     (2,493)       1,544
                                                   ---------- ----------   ----------
                                                    327,699     348,255      336,069
    Less investment expenses                          4,953       8,036        3,801
                                                   ---------  ----------   ----------
                                                   $322,746    $340,219     $332,268
                                                   ========    ========     ========
</TABLE>

<PAGE>

2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:
<TABLE>
<S>                                                <C>          <C>          <C>
                                                      1999        1998         1997
                                                      ----        ----         ----
    Fixed maturities                               $  6,534     $   863      $ 1,638
    Mortgage loans                                   (1,650)     (4,816)      (1,348)
    Other investments                                (1,819)       (835)        (799)
                                                   ---------   --------      -------
                                                   $  3,065     $(4,788)     $  (509)
                                                   =========    =======      =======

     Changes in net unrealized  appreciation  (depreciation)  of investments for
     the years ended December 31 are summarized as follows:

                                                      1999       1998         1997
                                                     -----        -----       ----
    Fixed maturities available for sale           $(175,458)    $(8,032)     $57,188

3.    Income taxes

     The Company  qualifies as a life  insurance  company for federal income tax
     purposes.  As such,  the Company is subject to the  Internal  Revenue  Code
     provisions applicable to life insurance companies.

     The income tax expense  (benefit) for the years ended December 31, consists
of the following:

                                                     1999         1998        1997
                                                     ----         ----        ----
    Federal income taxes:
      Current                                      $ 15,531    $ 23,227      $17,668
      Deferred                                          711      (9,591)      (2,485)
                                                   --------    --------      -------
                                                     16,242      13,636       15,183

    State income taxes-current                          433         759        1,462
                                                   --------    --------      -------
    Income tax expense                             $ 16,675    $ 14,395      $16,645
                                                   ========    ========      =======
</TABLE>

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>

                                                       1999                      1998                     1997
                                               ------------------       ------------------       ---------------------
                                               Provision    Rate        Provision    Rate        Provision       Rate
                                               ---------    -----       ---------    -----       ---------       -----
<S>                                            <C>          <C>           <C>        <C>          <C>           <C>
     Federal income taxes based
       on the statutory rate                    $17,731     35.0%         $13,972    35.0%        $15,735        35.0%
     Increases (decreases) are
      attributable to:
         Tax-excluded interest                      (14)      --              (35)   (0.1)            (41)       (0.1)
         State tax, net of federal benefit          281      0.5              493     1.2             956         2.1
         Reduction of mortgage loss
           reserve                               (1,225)    (2.4)              --       --             --          --
      Other, net                                    (98)    (0.2)             (35)       --            (5)         --
                                                 ------    -----         --------    ------          ----      ------
      Total income taxes                        $16,675     32.9 %        $14,395    36.1%        $16,645        37.0%
                                                =======     =====         =======    ====         =======        ====
</TABLE>

<PAGE>

3.   Income taxes (continued)

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities as of December 31 are as follows:

    Deferred income tax assets:                             1999          1998
                                                          -------       -------
    Policy reserves                                        $46,243      $51,298
    Unrealized losses on investments                        39,678           --
    Other                                                    1,070        2,214
                                                          --------     --------
         Total deferred income tax assets                   86,991       53,512
                                                          --------     --------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                       49,490       52,908
    Unrealized gains on investments                             --       23,803
                                                          --------     --------
         Total deferred income tax liabilities              49,490       76,711
                                                          --------     --------
         Net deferred income tax assets (liabilities)      $37,501     ($23,199)
                                                           =======     ========

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income tax assets that  management  believes  will not be
     realized. In the opinion of management, it is more likely than not that the
     Company  will  realize the benefit of the  deferred  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $58,223 and $45,716 as of December
     31,  1999 and  1998,  respectively.  In  addition,  dividends  in excess of
     $15,241 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
summarized as follows:

                                           1999           1998             1997
                                        ---------      ---------        -------
    Statutory net income                  $ 15,241       $ 37,902      $ 23,589
    Statutory stockholder's equity         343,094        330,588       302,264

5.   Related party transactions

     The Company has  purchased  interest  rate floors from IDS Life and entered
     into an interest rate swap with IDS Life to manage its exposure to interest
     rate risk.  The  interest  rate floors had a carrying  amount of $8,258 and
     $6,651 at December 31, 1999 and 1998, respectively.  The interest rate swap
     is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $38,931,  $28,482 and $24,535 for the
     years ended  December 31,  1999,  1998 and 1997,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is  established  by  reference  to  various
     indices plus 20 to 45 basis  points,  depending on the term.  There were no
     borrowings outstanding under this agreement at December 31, 1999 or 1998.

7.   Derivative financial instruments

     The  Company  enters  into  transactions   involving  derivative  financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company does not hold derivative instruments for
     trading   purposes.   The  Company  manages  risks  associated  with  these
     instruments as described below.

     Market risk is the possibility  that the value of the derivative  financial
     instruments  will  change due to  fluctuations  in a factor  from which the
     instrument  derives its value,  primarily an interest  rate. The Company is
     not impacted by market risk  related to  derivatives  held for  non-trading
     purposes beyond that inherent in cash market transactions.  Derivatives are
     largely  used to manage  risk  and,  therefore,  the cash  flow and  income
     effects of the  derivatives  are inverse to the  effects of the  underlying
     transactions.

     Credit risk is the possibility that the  counterparty  will not fulfill the
     terms  of the  contract.  The  Company  monitors  credit  risk  related  to
     derivative  financial  instruments through established approval procedures,
     including  setting  concentration  limits by  counterparty,  and  requiring
     collateral,   where   appropriate.   A  vast   majority  of  the  Company's
     counterparties are rated A or better by Moody's and Standard & Poor's.

     Credit  risk  related  to  interest  rate caps and  floors is  measured  by
     replacement cost of the contracts. The replacement cost represents the fair
     value of the instruments.

     The notional or contract  amount of a derivative  financial  instrument  is
     generally  used to calculate  the cash flows that are received or paid over
     the life of the agreement. Notional amounts are not recorded on the balance
     sheet. Notional amounts far exceed the related credit exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1999                        Amount            Amount            Value          Exposure
    -----------------                       --------         --------           ------        ------------
    <S>                                    <C>                <C>              <C>               <C>
      Assets:
    Interest rate caps                     $  900,000         $  3,212         $  4,437          $  4,437
        Interest rate floors                2,000,000            8,258            2,251             2,251
     Off balance sheet assets:
        Interest rate swaps                 2,000,000               --           18,274            18,274
                                                             ---------         --------          --------
                                                               $11,470          $24,962           $24,962
                                                               =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1998                        Amount            Amount            Value           Exposure
    -----------------                       --------         --------           ------        ------------
      Assets:
        Interest rate caps                 $  900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                1,000,000            6,651           17,798            17,798
      Off balance sheet liabilities:
        Interest rate swaps                 1,000,000               --          (33,500)               --
                                                             ---------        ----------         --------
                                                               $12,103        ($ 14,184)          $19,316
                                                               =======        ===========         =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2006.

     Interest  rate  caps,  floors  and swaps are used to manage  the  Company's
     exposure to interest rate risk.  These  instruments  are used  primarily to
     protect the margin between  interest  rates earned on  investments  and the
     interest rates credited to related annuity contract holders.

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                    1999                          1998
                                                         --------------------------      --------------------------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    ----------------                                     ----------       ---------      ----------      ----------
<S>                                                      <C>              <C>            <C>             <C>
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,006,349        $984,103      $1,081,193      $1,126,732
       Available for sale                                 2,304,487       2,304,487       2,594,858       2,594,858
    Mortgage loans on real estate (Note 2)                  785,253         770,095         815,806         874,064
    Derivative financial instruments (Note 7)                11,470          24,962          12,103          19,316
    Separate account assets (Note 1)                        220,994         220,994         123,185         123,185

    Financial Liabilities
    Future policy benefits for fixed annuities           $3,905,849      $3,778,945      $4,152,059      $4,000,789
    Separate account liabilities                            220,994         209,942         123,185         115,879
    Derivative financial instruments (Note 7)                    --              --              --          33,500
</TABLE>

     At December 31, 1999 and 1998, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $15,633 and $14,793,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1999
     and 1998.

<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1999 and 1998.

9.   Commitments and contingencies

     In January  2000,  AEFC  reached an  agreement in principle to settle three
     class-action  lawsuits. The Company had been named as a co-defendant in one
     of these lawsuits.  It is expected the settlement will provide $215 million
     of benefits to more than 2 million participants. The agreement in principle
     to settle also  provides for release by class  members of all insurance and
     annuity  market  conduct  claims  dating  back to 1985 and is  subject to a
     number  of  contingencies   including  a  definitive  agreement  and  court
     approval.  The portion of the  settlement  allocated to the Company did not
     have a material impact on the Company's  financial position or results from
     operations.

10. YEAR 2000 ISSUE (unaudited)

     The Year 2000 issue is the result of computer  programs having been written
     using two digits rather than four to define a year.  Any programs that have
     time-sensitive  software  may  recognize a date using "00" as the year 1900
     rather  than 2000.  This could  result in the  failure of major  systems or
     miscalculations,  which could have a material  impact on the  operations of
     the Company. All of the major systems used by the Company are maintained by
     AEFC and are utilized by multiple  subsidiaries and affiliates of AEFC. The
     Company's businesses are heavily dependent upon AEFC's computer systems and
     have significant interaction with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     including  those  specific to the  Company,  was  conducted to identify the
     major  systems  that could be affected  by the Year 2000 issue.  Steps were
     taken to resolve  potential  problems  including  modification  to existing
     software and the purchase of new  software.  As of December 31, 1999,  AEFC
     had completed its program of  corrective  measures on its internal  systems
     and applications,  including Year 2000 compliance  testing.  As of December
     31, 1999,  AEFC had also completed an evaluation of the Year 2000 readiness
     of other third  parties whose system  failures  could have an impact on the
     Company's operations.

     AEFC's Year 2000 project also included  establishing  Year 2000 contingency
     plans  for all key  business  units.  Business  continuation  plans,  which
     address business  continuation in the event of a system disruption,  are in
     place for all key business  units.  At December  31, 1999,  these plans had
     been amended to include specific Year 2000 considerations.

     In assessing its Year 2000 initiatives and the results of actual production
     since January 1, 2000, management believes no material adverse consequences
     were  experienced,  and  there  was no  material  effect  on the  Company's
     business,  results of operations, or financial condition as a result of the
     Year 2000 issue.



<PAGE>

Table of Contents of the Statement of  Additional Information

Performance Information                                        p. 3

Calculating Annuity Payouts                                   p. 15

Rating Agencies                                               p. 17

Principal Underwriter                                         p. 17

Independent Auditors                                          p. 17

Financial Statements

<PAGE>

Please  check  the  box  to  receive  a  copy  of the  Statement  of  Additional
Information for:

[ ]     Wells Fargo Advantage(SM) Variable Annuity

[ ]     American Express(R) Variable Portfolio Funds

[ ]     AIM Variable Insurance Funds

[ ]     The Dreyfus Socially Responsible Growth Fund, Inc.

[ ]     Franklin Templeton Variable Insurance Products Trust

[ ]     Goldman Sachs Variable Insurance Trust (VIT)

[ ]     MFS(R) Variable Insurance Trust(SM)

[ ]     Putnam Variable Trust

[ ]     Wells Fargo Variable Trust Funds - Class IB Shares



Mail your request to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

We will mail your request to:

Your name______________________________________________________________________

Address________________________________________________________________________

City________________________________ State _____________________ Zip__________


<PAGE>

Prospectus

May 1, 2000

Wells Fargo Advantage(SM) Builder Variable Annuity

INDIVIDUAL OR GROUP FLEXIBLE PREMIUM DEFERRED COMBINATION FIXED/VARIABLE ANNUITY

American Enterprise Variable Annuity Account

Issued by: American Enterprise Life Insurance Company (American Enterprise Life)
829 AXP Financial Center
Minneapolis, MN 55474
Telephone: 1-800-333-3437

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:

o    American Express(R) Variable Portfolio Funds

o    AIM Variable Insurance Funds

o    The Dreyfus Socially Responsible Growth Fund, Inc.

o    Franklin Templeton Variable Insurance Products Trust (FTVIPT)

o    Goldman Sachs Variable Insurance Trust (VIT)

o    MFS(R) Variable Insurance Trust(SM)

o    Putnam Variable Trust - Class IB Shares

o    Wells Fargo Variable Trust Funds

Please read the prospectuses carefully and keep them for future reference.

The contract  provides for purchase  payment  credits which we may reverse up to
the maximum withdrawal charge under certain circumstances.  Expense charges from
contracts with purchase payment credits may be higher than charges for contracts
without  such  credits.  The  amount of the  credit  may be more than  offset by
additional fees and charges associated with the credit.

The  Securities  and Exchange  Commission  (SEC) has not approved or disapproved
these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

An  investment  in  this  contract  is  not a  deposit  of a bank  or  financial
institution  and is not insured or guaranteed by the Federal  Deposit  Insurance
Corporation  or any other  government  agency.  An  investment  in this contract
involves investment risk including the possible loss of principal.

A  Statement  of  Additional  Information  (SAI),  dated  the same  date as this
prospectus,  is incorporated by reference into this prospectus. It is filed with
the SEC and is available without charge by contacting  American  Enterprise Life
at the telephone number above or by completing and sending the order form on the
last page of this  prospectus.  The table of  contents of the SAI is on the last
page of this prospectus.

<PAGE>

Table of Contents

Key Terms...................................................................3

The Contract in Brief.......................................................5

Expense Summary.............................................................7

Condensed Financial Information (Unaudited)................................15

Financial Statements.......................................................17

Performance Information....................................................17

The Variable Account and the Funds.........................................19

The Fixed Accounts.........................................................25

Buying Your Contract.......................................................27

Charges....................................................................30

Valuing Your Investment....................................................36

Making the Most of Your Contract...........................................38

Withdrawals................................................................44

Changing Ownership.........................................................45

Benefits in Case of Death..................................................45

The Annuity Payout Period..................................................49

Taxes......................................................................52

Voting Rights..............................................................54

Substitution of Investments................................................55

About the Service Providers................................................56

Additional Information About American Enterprise Life......................57

Directors and Executive Officers...........................................62

Experts....................................................................63

American Enterprise Life Insurance Company Financial Information...........64

Table of Contents of the Statement of Additional Information...............81

<PAGE>

Key Terms

These terms can help you understand details about your contract.

Accumulation  unit -- A measure of the value of each  subaccount  before annuity
payouts begin.

Annuitant -- The person on whose life or life expectancy the annuity payouts are
based.

Annuity  payouts  -- An amount  paid at regular  intervals  under one of several
plans.

Beneficiary -- The person you designate to receive  annuity  benefits in case of
the  owner's or  annuitant's  death  while the  contract  is in force and before
annuity payouts begin.

Close of business -- When the New York Stock Exchange (NYSE) closes,  normally 4
p.m. Eastern time.

Contract -- A deferred annuity contract,  or a certificate showing your interest
under a group  annuity  contract,  that  permits  you to  accumulate  money  for
retirement by making one or more purchase payments.  It provides for lifetime or
other forms of payouts beginning at a specified time in the future.

Contract  value -- The  total  value  of your  contract  before  we  deduct  any
applicable charges.

Contract year -- A period of 12 months,  starting on the effective  date of your
contract and on each anniversary of the effective date.

Fixed  accounts  -- The  one-year  fixed  account is an account to which you may
allocate purchase  payments.  Amounts you allocate to this account earn interest
at rates that we  declare  periodically.  Guarantee  Period  Accounts  are fixed
accounts to which you may also allocate purchase  payments.  These accounts have
guaranteed  interest rates  declared for periods  ranging from two to ten years.
Withdrawals  from these  accounts  prior to the end of the term  specified  will
receive  a  Market  Value  Adjustment,  which  may  result  in a gain or loss of
principal.

Funds -- Investment options under your contract.  You may allocate your purchase
payments into subaccounts investing in shares of any or all of these funds.

Guarantee  Period -- The  number of years  that a  guaranteed  interest  rate is
credited.

Market Value Adjustment (MVA) -- A positive or negative  adjustment  assessed if
any portion of a Guarantee  Period Account is withdrawn or transferred  prior to
the end of its Guarantee Period.

<PAGE>

Owner (you, your) -- The person who controls the contract (decides on investment
allocations,  transfers,  payout options,  etc.).  Usually,  but not always, the
owner is also the annuitant.  The owner is responsible for taxes,  regardless of
whether he or she receives the contract's benefits.

Purchase  payment credits -- An addition we make to your contract value. We base
the  amount of the  credit on total net  payments  (total  payments  less  total
withdrawals).  We apply  the  credit  to your  contract  based  on your  current
payment.

Qualified  annuity -- A contract  that you purchase to fund one of the following
tax-deferred  retirement plans that is subject to applicable federal law and any
rules of the plan itself:

o    Individual Retirement Annuities (IRAs) under Section 408(b) of the Internal
     Revenue Code of 1986, as amended (the Code)

o    Roth IRAs under Section 408A of the Code

o    Simplified Employee Pension (SEP) plans under Section 408(k) of the Code

A qualified annuity will not provide any necessary or additional tax deferral if
it is used to fund a retirement plan that is already tax-deferred.

All other contracts are considered nonqualified annuities.

Retirement date -- The date when annuity payouts are scheduled to begin.

Valuation date -- Any normal business day, Monday through Friday,  that the NYSE
is open.  Each  valuation  date ends at the close of business.  We calculate the
value of each subaccount at the close of business on each valuation date.

Variable  account -- Consists of separate  subaccounts to which you may allocate
purchase  payments;  each  invests  in  shares  of one  fund.  The value of your
investment in each  subaccount  changes with the  performance  of the particular
fund.

Withdrawal  value -- The amount you are  entitled  to receive if you make a full
withdrawal  from your  contract.  It is the contract  value minus any applicable
charges.

<PAGE>

The Contract in Brief

Purpose:  The purpose of the  contract is to allow you to  accumulate  money for
retirement.  You do  this  by  making  one or more  purchase  payments;  you may
allocate your purchase  payments to the fixed accounts and/or  subaccounts under
the contract.  These  accounts in turn, may earn returns that increase the value
of the  contract.  Beginning  at a  specified  time  in the  future  called  the
retirement  date,  the contract  provides  lifetime or other forms of payouts of
your contract value (less any  applicable  premium tax). As in the case of other
annuities,  it may not be  advantageous  for you to purchase  this contract as a
replacement for, or in addition to, an existing annuity.

A qualified annuity will not provide any necessary or additional tax deferral if
it is used to fund a retirement plan that is tax-deferred. However, the contract
has features other than tax deferral that may make it an appropriate  investment
for your retirement plan. You should compare these features and their costs with
other investment options before deciding to purchase this contract.

Free look period:  You may return your contract to your sales  representative or
our office within the time stated on the first page of your contract and receive
a full refund of the contract value, less any purchase payment credits up to the
maximum  withdrawal  charges.  (See  "Buying Your  Contract -- Purchase  payment
credits.") However, you bear the investment risk from the time of purchase until
you return the contract;  the refund amount may be more or less than the payment
you made.  (Exception:  If the law requires, we will refund all of your purchase
payments.)

Accounts: Currently, you may allocate your purchase payments among any or
all of:

o    the  subaccounts,  each  of  which  invests  in a fund  with  a  particular
     investment  objective.  The  value  of  each  subaccount  varies  with  the
     performance of the particular fund in which it invests. We cannot guarantee
     that the  value at the  retirement  date  will  equal or  exceed  the total
     purchase payments you allocate to the subaccounts. (p. 19 )

o    the  fixed   accounts,   which  earn  interest  at  rates  that  we  adjust
     periodically. Some states restrict the amount you can allocate to the fixed
     accounts.(p. 25)

Buying your  contract:  Your sales  representative  will help you  complete  and
submit an application. Applications are subject to acceptance at our office. You
may buy only a nonqualified  annuity (by rollover  only) or a qualified  annuity
from your Wells Fargo sales  representative  without prior  approval.  Contracts
sold through American Express Financial  Advisors Inc. (AEFA) are only available
with an eight-year  withdrawal charge schedule.  You may buy a qualified annuity
or a nonqualified  annuity through your AEFA sales  representative.  You can buy
another contract with the same underlying funds but with different mortality and
expense risk fees and  withdrawal  charges.  For  information  on this contract,
please  call  us at the  telephone  number  listed  on the  first  page  of this
prospectus  or ask  your  sales  representative.  After  your  initial  purchase
payment,  you have the  option of making  additional  purchase  payments  in the
future. (p. 27)

o    Minimum  initial  purchase  payment -- $100,000 for contracts  sold through
     AEFA;  $5,000 for all other  contracts sold in Texas,  Washington and South
     Carolina;  and $2,000 for all other  contracts  sold in other  states.  The
     $5,000  and  $2,000  minimums  do not apply if you  enroll in a  Systematic
     Investment Plan (SIP).

o    Minimum additional purchase payment -- $100 ($50 for SIPs).

o    Maximum total purchase payments (without prior approval) -- $1,000,000.

Transfers:  Subject to certain  restrictions you currently may redistribute your
money among the accounts without charge at any time until annuity payouts begin,
and once per contract year among the  subaccounts  after annuity  payouts begin.
Transfers out of the Guarantee  Period  Accounts before the end of the Guarantee
Period will be subject to a MVA. You may establish automated transfers among the
accounts. Fixed account transfers are subject to special restrictions. (p. 39)

<PAGE>

Withdrawals:  You may  withdraw all or part of your  contract  value at any time
before  the  retirement   date.  You  also  may  establish   automated   partial
withdrawals.  Withdrawals may be subject to charges and tax penalties (including
a 10% IRS penalty if you make withdrawals  prior to your reaching age 591/2) and
may have other tax consequences; also, certain restrictions apply. (p. 44)

Changing  ownership:  You may  change  ownership  of a  nonqualified  annuity by
written  instruction,  but  this  may  have  federal  income  tax  consequences.
Restrictions apply to changing ownership of a qualified annuity. (p. 45)

Benefits in case of death:  If you or the annuitant die before  annuity  payouts
begin,  we will pay the  beneficiary  an amount at least  equal to the  contract
value. (p. 45)

Annuity  payouts:  You can apply your contract  value to an annuity  payout plan
that begins on the  retirement  date.  You may choose from a variety of plans to
make  sure  that  payouts  continue  as long as you  like.  If you  purchased  a
qualified  annuity,  the  payout  schedule  must  meet the  requirements  of the
qualified plan. We can make payouts on a fixed or variable basis, or both. Total
monthly  payouts may include amounts from each subaccount and the one-year fixed
account.  During the annuity payout period,  your choices for subaccounts may be
limited.  The  Guarantee  Period  Accounts are not  available  during the payout
period. (p. 49)

Taxes:  Generally,  your contract grows  tax-deferred until you make withdrawals
from it or begin to receive payouts.  (Under certain circumstances,  IRS penalty
taxes may apply.) Even if you direct  payouts to someone else, you will be taxed
on the  income  if you are  the  owner.  However,  Roth  IRAs  may  grow  and be
distributed tax free if you meet certain distribution requirements. (p. 52)

Charges: We assess certain charges in connection with your contract (p. 30):

o    $30 annual contract administrative charge;

o    a 0.15% variable account administrative charge;

o    a 1.35%  mortality  and expense risk fee applies (if you allocate  money to
     one or more subaccounts) with a six-year withdrawal charge schedule;

o    a 1.10%  mortality  and expense risk fee applies (if you allocate  money to
     one or more subaccounts) with an eight-year withdrawal charge schedule;

o    if you select the  Enhanced  Death  Benefit  Rider*,  an  additional  0.20%
     mortality  and  expense  risk  fee (if you  allocate  money  to one or more
     subaccounts);

o    if you select the Guaranteed Minimum Income Benefit Rider**,  an annual fee
     based on the Guaranteed Income Benefit Base (currently at 0.30%);

o    withdrawal charge;

o    any premium  taxes that may be imposed on us by state or local  governments
     (currently,  we deduct  any  applicable  premium  tax when you make a total
     withdrawal  or when  annuity  payouts  begin,  but we reserve  the right to
     deduct this tax at other times such as when you make  purchase  payments or
     when you make a total withdrawal); and

o    the operating expenses of the funds in which the subaccounts invest.

*    Available  if both  you and the  annuitant  are 79 or  younger.  May not be
     available in all states.

**   This rider is only  available at the time you purchase your contract if the
     annuitant is 75 or younger and you also select the Enhanced  Death  Benefit
     Rider option. Riders may not be available in all states.

<PAGE>

Expense Summary

The purpose of the following  information  is to help you understand the various
costs and expenses associated with your contract.

You pay no sales charge when you purchase your contract.  We show all costs that
we deduct  directly from your contract or indirectly  from the  subaccounts  and
funds below.  Some expenses may vary as we explain under  "Charges."  Please see
the funds'  prospectuses for more information on the operating  expenses of each
fund.

CONTRACT OWNER EXPENSES

Withdrawal charge:  contingent deferred sales charge as a percentage of purchase
payment withdrawn.  You select either a six-year or eight-year withdrawal charge
schedule* at the time of application.
<TABLE>
<CAPTION>

                Six-year schedule                                     Eight-year schedule
<S>                          <C>                       <C>                           <C>

Years from purchase           Withdrawal charge         Years from purchase           Withdrawal charge
  payment receipt                percentage               payment receipt                percentage

         1                           8%                          1                           8%

         2                           8                           2                           8

         3                           8                           3                           8

         4                           6                           4                           8

         5                           4                           5                           8

         6                           2                           6                           6

    Thereafter                       0                           7                           4

                                                                 8                           2

                                                            Thereafter                       0
</TABLE>

*    Contracts   sold  through  AEFA  are  only  available  with  an  eight-year
     withdrawal charge schedule.

Withdrawal charge under Annuity Payout Plan E -- Payouts for a specified period:
The amount equal to the  difference in the present  value of remaining  payments
using the  assumed  investment  rate and such  present  value  using the assumed
investment  rate plus 1.82% if the original  contract had a six-year  withdrawal
charge schedule and 1.57% if the original contract had an eight-year  withdrawal
charge  schedule.  In no event  would your  withdrawal  charge  exceed 9% of the
amount available for payouts under the plan.

Annual contract administrative charge                                   $30**

**   We will waive this  charge when your  contract  value is $50,000 or more on
     the current contract anniversary.

Guaranteed  Minimum  Income  Benefit  Rider***  fee:  as  a
percentage  of  the Guaranteed  Income Benefit Base charged
annually.  This is an optional expense.                                 0.30%

***  This rider is only  available at the time you purchase your contract if the
     annuitant is 75 or younger and you also select the Enhanced  Death  Benefit
     Rider option. Riders may not be available in all states.

<PAGE>

ANNUAL VARIABLE ACCOUNT EXPENSES (as a percentage of average subaccount value)

You can choose the length of your contract's  withdrawal charge schedule and the
death benefit guarantee provided. The combination you choose determines the fees
you pay. The table below shows the combinations available to you and their cost.

<TABLE>
<CAPTION>
<S>                                                        <C>                                 <C>

                                                            Six-year withdrawal schedule        Eight-year withdrawal schedule

Variable account administrative charge                                  0.15%                              0.15%

Mortality and expense risk fee                                          1.35%                              1.10%

Enhanced Death Benefit Rider* fee as part of the mortality

   and expense risk fee. This is an optional expense.                   0.20%                              0.20%

Total annual variable account expenses without the

   optional Enhanced Death Benefit Rider fee                            1.50%                              1.25%

Total annual variable account expenses with the

   optional Enhanced Death Benefit Rider fee                            1.70%                              1.45%

</TABLE>

*    Available  if both  you and the  annuitant  are 79 or  younger.  May not be
     available in all states.

<PAGE>

Annual  operating  expenses  of the funds  (after  fee  waivers  and/or  expense
reimbursements, if applicable, as a percentage of average daily net assets)

<TABLE>
<CAPTION>
<S>                                                   <C>                   <C>                <C>                    <C>

                                                       Management             12b-1               Other

                                                          Fees                Fees              Expenses               Total

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                                 .56%                 .13                 .26                  .95%(1)

   Capital Resource Fund                                    .60%                 .13                 .06                  .79%(2)

   Diversified Equity Income Fund                           .56%                 .13                 .26                  .95%(1)

   Extra Income Fund                                        .62%                 .13                 .08                  .83%(2)

   Federal Income Fund                                      .61%                 .13                 .14                  .88%(1)

   New Dimensions Fund(R)                                   .61%                 .13                 .07                  .81%(2)

   Small Cap Advantage Fund                                 .79%                 .13                 .31                 1.23%(1)

AIM V.I.

   Capital Appreciation Fund                                .62%               --                    .11                  .73%(3)

   Value Fund                                               .61%               --                    .15                  .76%(3)

Dreyfus

   The Dreyfus Socially Responsible Growth Fund, Inc.       .75%               --                    .04                  .79%(3)

FTVIPT

   Franklin Income Securities Fund - Class 2                .48%                 .25                 .02                  .75%(4)

   Franklin Real Estate Fund - Class 2                      .56%                 .25                 .02                  .83%(5)

   Franklin Small Cap Fund - Class 2                        .55%                 .25                 .27                 1.07%(6)

   Mutual Shares Securities Fund - Class 2                  .60%                 .25                 .19                 1.04%(4,7)

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund                                .70%               --                    .20                  .90%(8)

   Global Income Fund                                       .90%               --                    .25                 1.15%(8)

   Internet Tollkeeper Fund                                1.00%               --                    .25                 1.25%(9)

   Mid Cap Value Fund                                       .80%               --                    .25                 1.05%(8)

MFS(R)

   Growth with Income Series                                .75%               --                    .13                  .88%(10)

   Utilities Series                                         .75%               --                    .16                  .91%(10)

Putnam Variable Trust

   Putnam VT International Growth Fund

    - Class IB Shares                                       .80%                 .15                 .22                 1.17%(3)

   Putnam VT Vista Fund - Class IB Shares                   .65%                 .15                 .10                  .90%(3)

Wells Fargo VT

   Asset Allocation Fund                                    .42%                 .25                 .33                 1.00%(11)

   Corporate Bond Fund                                      .10%                 .25                 .55                  .90%(11)

   Equity Income Fund                                       .38%                 .25                 .37                 1.00%(11)

   Equity Value Fund                                         --%                 .25                 .75                 1.00%(11)

   Growth Fund                                              .32%                 .25                 .43                 1.00%(11)

   Large Company Growth Fund                                .12%                 .25                 .63                 1.00%(11)

   Money Market Fund                                        .10%                 .25                 .50                  .85%(11)

   Small Cap Growth Fund                                     --%                 .25                 .95                 1.20%(11)

</TABLE>

<PAGE>

1    Based on estimated  expenses after fee waivers and expense  reimbursements.
     Without fee waivers and expense reimbursements "Other Expenses" and "Total"
     would be 0.39%  and  1.08%  for  AXP(SM)  Variable  Portfolio  - Blue  Chip
     Advantage and AXP(SM) Variable  Portfolio  Diversified Equity Income Funds,
     0.26% and 1.00% for AXP(SM)  Variable  Portfolio - Federal Income Fund, and
     0.43% and 1.35% for AXP(SM) Variable Portfolio - Small Cap Advantage Fund.

2    The fund's expense figures are based on actual expenses for the fiscal year
     ended Aug. 31, 1999  restated to include a Rule 12b-1  distribution  fee of
     0.125% that went into effect Sept. 21, 1999.

3    Figures in  "Management  Fees," "12b-1 Fees," "Other  Expenses" and "Total"
     are based on actual expenses for the fiscal year ended Dec. 31, 1999.

4    The fund's class 2  distribution  plan or "Rule 12b-1 plan" is described in
     the  fund's  prospectus.  The fund  administration  fee is paid  indirectly
     through the management fee.

5    Previously  Franklin  Real  Estate  Securities  Fund.  The  fund's  class 2
     distribution  plan  or  "Rule  12b-1  plan"  is  described  in  the  fund's
     prospectus.  The fund  administration  fee is paid  indirectly  through the
     management fee.

6    On Feb. 8, 2000, a merger and reorganization was approved that combined the
     assets of the fund with a similar fund of the Templeton  Variable  Products
     Series Fund,  effective  May 1, 2000.  On Feb. 8, 2000,  fund  shareholders
     approved new  management  fees,  which apply to the combined fund effective
     May 1, 2000.  The table shows restated total expenses based on the new fees
     and  assets  of the fund as of Dec.  31,  1999,  and not the  assets of the
     combined fund.  However,  if the table  reflected both the new fees and the
     combined  assets,  the fund's expenses after May 1, 2000 would be estimated
     as:  Management Fees 0.55%,  12b-1 Fees 0.25%,  Other Expenses  0.27%,  and
     Total 1.07%.  The fund's class 2 distribution  plan or "Rule 12b-1 plan" is
     described in the fund's prospectus.

7    On Feb. 8, 2000, a merger and reorganization was approved that combined the
     fund  with a similar  fund of  Templeton  Variable  Products  Series  Fund,
     effective May 1, 2000.  The table shows total  expenses based on the fund's
     assets  as of Dec.  31,  1999,  and not the  assets of the  combined  fund.
     However,  if the table reflected combined assets, the fund's expenses after
     May 1, 2000 would be  estimated  as:  Management  Fees  0.60%,  12-b-1 Fees
     0.25%,   Other  Expenses  0.19%  and  Total  1.04%.   The  fund's  class  2
     distribution  plan  or  "Rule  12b-1  plan"  is  described  in  the  fund's
     prospectus.

8    The fund's  expenses  are based on  estimated  expenses for the fiscal year
     Dec. 31,  2000.  Goldman  Sachs Asset  Management  and Goldman  Sachs Asset
     Management International,  the investment advisors, have voluntarily agreed
     to reduce or limit  certain  other  expenses  (excluding  management  fees,
     taxes,  interest,  brokerage fees,  litigation,  indemnification  and other
     extraordinary  expenses) to the extent such expenses  exceed the percentage
     stated  in the  above  table  (as  calculated  per  annum)  of each  fund's
     respective  average  daily net assets.  Without the  limitations  described
     above, "Other expenses" and "Total" of the funds would be as follows: 1.78%
     and 2.68% for Global  Income  Fund,  0.42% and 1.22% for Mid Cap Value Fund
     (formerly  the Mid Cap Equity  Fund),  and 0.20% and 0.90% for the CORE(SM)
     U.S. Equity Fund. Core(SM) is a Service Mark of Goldman Sachs & Co..

9    Based  on  projected  assets  of $150  million,  there  will be no  expense
     reimbursement.

10   Each series has an expense  offset  arrangement  which  reduces the series'
     custodian  fee based upon the amount of cash  maintained by the series with
     its custodian  and dividend  disbursing  agent.  Each series may enter into
     other such arrangements and directed  brokerage  arrangements,  which would
     also have the effect of reducing the series' expenses.  "Other Expenses" do
     not take into account these expense  reductions,  and are therefore  higher
     than the actual expenses of the series. Had these fee reductions been taken
     into account,  "Net  Expenses"  would be lower for certain series and would
     equal: 0.87% for Growth with Income Series and 0.90% for Utilities Series.

11   Amounts  represent  expenses as of Dec. 31, 1999 and have been adjusted for
     changes in contract  rates that  occurred  during 1999.  Expenses are shown
     after  fee  waivers  and   expense   reimbursements.   Absent  fee  waivers
     "Management  Fees" and  "Total"  would  have been 0.55% and 1.13% for Wells
     Fargo VT Asset  Allocation,  0.45% and 1.25% for Wells  Fargo VT  Corporate
     Bond Fund, 0.55% and 1.17% for Wells Fargo VT Equity Income Fund, 0.55% and
     1.57% for Wells Fargo VT Equity Value Fund, 0.55% and 1.23% for Wells Fargo
     VT Growth  Fund,  0.55% and 1.43% for Wells Fargo VT Large  Company  Growth
     Fund,  0.40% and 1.15% for Wells Fargo VT Money Market Fund,  and 0.75% and
     2.41% for Wells Fargo VT Small Cap Growth Fund.

<PAGE>

Examples:*

You would pay the  following  expenses on a $1,000  investment if you selected a
six-year  withdrawal  charge schedule without any optional riders and assuming a
5% annual return and ....

<TABLE>
<CAPTION>

                                                                                               no withdrawal or selection
                                                    total withdrawal at the                 of an annuity payout plan at the
                                                    end of each time period                      end of each time period
<S>                                <C>         <C>        <C>       <C>            <C>        <C>      <C>      <C>

                                    1 year     3 years     5 years  10 years       1 year     3 years  5 years  10 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund        $105.81     $159.32    $175.44   $288.08         $25.81    $79.32   $135.44   $288.08

   Capital Resource Fund            104.17      154.40     167.25    271.81          24.17     74.40    127.25    271.81

   Diversified Equity Income Fund   105.81      159.32     175.44    288.08          25.81     79.32    135.44    288.08

   Extra Income Fund                104.58      155.63     169.31    275.91          24.58     75.63    129.31    275.91

   Federal Income Fund              105.09      157.17     171.87    281.00          25.09     77.17    131.87    281.00

   New Dimensions Fund(R)           104.37      155.01     168.28    273.86          24.37     75.01    128.28    273.86

   Small Cap Advantage Fund         108.68      167.89     189.64    315.94          28.68     87.89    149.64    315.94

AIM V.I.

   Capital Appreciation Fund        103.55      152.55     164.17    265.65          23.55     72.55    124.17    265.65

   Value Fund                       103.86      153.47     165.71    268.74          23.86     73.47    125.71    268.74

Dreyfus

   The Dreyfus Socially Responsible

   Growth Fund, Inc.                104.17      154.40     167.25    271.81          24.17     74.40    127.25    271.81

FTVIPT

   Franklin Income Securities Fund
- - Class 2                           103.76      153.17     165.20    267.71          23.76     73.17    125.20    267.71

   Franklin Real Estate Fund
- - Class 2                           104.58      155.63     169.31    275.91          24.58     75.63    129.31    275.91

   Franklin Small Cap Fund
- - Class 2                           107.04      163.00     181.55    300.11          27.04     83.00    141.55    300.11

   Mutual Shares Securities Fund
- - Class 2                           106.73      162.08     180.03    297.12          26.73     82.08    140.03    297.12

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund        105.30      157.78     172.89    283.03          25.30     77.78    132.89    283.03

   Global Income Fund               107.86      165.44     185.60    308.06          27.86     85.44    145.60    308.06

   Internet Tollkeeper Fund         108.88      168.50     190.65    317.89          28.88     88.50    150.65    317.89

   Mid Cap Value Fund               106.83      162.38     180.53    298.12          26.83     82.38    140.53    298.12

MFS(R)

   Growth with Income Series        105.09      157.17     171.87    281.00          25.09     77.17    131.87    281.00

   Utilities Series                 105.40      158.09     173.40    284.04          25.40     78.09    133.40    284.04

Putnam Variable Trust

   Putnam VT International Growth
     Fund -
        Class IB Shares             108.06      166.05     186.62    310.03          28.06     86.05    146.62    310.03

   Putnam VT Vista Fund -

        Class IB Shares             105.30      157.78     172.89    283.03          25.30     77.78    132.89    283.03

Wells Fargo VT

   Asset Allocation Fund            106.32      160.85     177.99    293.11          26.32     80.85    137.99    293.11

   Corporate Bond Fund              105.30      157.78     172.89    283.03          25.30     77.78    132.89    283.03

   Equity Income Fund               106.32      160.85     177.99    293.11          26.32     80.85    137.99    293.11

   Equity Value Fund                106.32      160.85     177.99    293.11          26.32     80.85    137.99    293.11

   Growth Fund                      106.32      160.85     177.99    293.11          26.32     80.85    137.99    293.11

   Large Company Growth Fund        106.32      160.85     177.99    293.11          26.32     80.85    137.99    293.11

   Money Market Fund                104.78      156.24     170.33    277.94          24.78     76.24    130.33    277.94

   Small Cap Growth Fund            108.37      166.97     188.13    312.99          28.37     86.97    148.13    312.99
</TABLE>

<PAGE>


You would pay the  following  expenses on a $1,000  investment if you selected a
six-year  withdrawal  charge  schedule with the optional  0.20%  Enhanced  Death
Benefit Rider and the 0.30% Guaranteed Minimum Income Benefit Rider and assuming
a 5% annual return and....

<TABLE>
<CAPTION>


                                                                                               no withdrawal or selection
                                                    total withdrawal at the                 of an annuity payout plan at the
                                                    end of each time period                      end of each time period
<S>                                       <C>       <C>        <C>      <C>             <C>       <C>       <C>      <C>

                                          1 year    3 years    5 years  10 years        1 year    3 years   5 years  10 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund               $111.01   $175.37    $193.08   $337.75         $31.01    $95.37   $153.08   $337.75

   Capital Resource Fund                   109.37    170.47     184.96    321.80          29.37     90.47    144.96    321.80

   Diversified Equity Income Fund          111.01    175.37     193.08    337.75          31.01     95.37    153.08    337.75

   Extra Income Fund                       109.78    171.70     186.99    325.81          29.78     91.70    146.99    325.81

   Federal Income Fund                     110.29    173.23     189.53    330.80          30.29     93.23    149.53    330.80

   New Dimensions Fund(R)                  109.57    171.09     185.98    323.81          29.57     91.09    145.98    323.81

   Small Cap Advantage Fund                113.88    183.91     207.16    365.05          33.88    103.91    167.16    365.05

AIM V.I.

   Capital Appreciation Fund               108.75    168.63     181.90    315.75          28.75     88.63    141.90    315.75

   Value Fund                              109.06    169.55     183.43    318.78          29.06     89.55    143.43    318.78

Dreyfus

   The Dreyfus Socially Responsible
Growth Fund, Inc.                          109.37    170.47     184.96    321.80          29.37     90.47    144.96   321.80

FTVIPT

   Franklin Income Securities Fund
- - Class 2                                  108.96    169.25     182.92    317.77          28.96     89.25    142.92    317.77

   Franklin Real Estate Fund - Class 2     109.78    171.70     186.99    325.81          29.78     91.70    146.99    325.81

   Franklin Small Cap Fund - Class 2       112.24    179.04     199.13    349.54          32.24     99.04    159.13    349.54

   Mutual Shares Securities Fund - Class 2 111.93    178.12     197.62    346.61          31.93     98.12    157.62    346.61

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund               110.50    173.84     190.55    332.79          30.50     93.84    150.55    332.79

   Global Income Fund                      113.06    181.47     203.15    357.33          33.06    101.47    163.15    357.33

   Internet Tollkeeper Fund                114.08    184.51     208.16    366.97          34.08    104.51    168.16    366.97

   Mid Cap Value Fund                      112.03    178.43     198.13    347.58          32.03     98.43    158.13    347.58

MFS(R)

   Growth with Income Series               110.29    173.23     189.53    330.80          30.29     93.23    149.53    330.80

   Utilities Series                        110.60    174.15     191.05    333.78          30.60     94.15    151.05    333.78

Putnam Variable Trust

   Putnam VT International Growth Fund -

        Class IB Shares                    113.26    182.08     204.16    359.26          33.26    102.08    164.16    359.26

   Putnam VT Vista Fund - Class IB Shares  110.50    173.84     190.55    332.79          30.50     93.84    150.55    332.79

Wells Fargo VT

   Asset Allocation Fund                   111.52    176.90     195.61    342.68          31.52     96.90    155.61    342.68

   Corporate Bond Fund                     110.50    173.84     190.55    332.79          30.50     93.84    150.55    332.79

   Equity Income Fund                      111.52    176.90     195.61    342.68          31.52     96.90    155.61    342.68

   Equity Value Fund                       111.52    176.90     195.61    342.68          31.52     96.90    155.61    342.68

   Growth Fund                             111.52    176.90     195.61    342.68          31.52     96.90    155.61    342.68

   Large Company Growth Fund               111.52    176.90     195.61    342.68          31.52     96.90    155.61    342.68

   Money Market Fund                       109.98    172.31     188.01    327.81          29.98     92.31    148.01    327.81

   Small Cap Growth Fund                   113.57    182.99     205.66    362.16          33.57    102.99    165.66    362.16
</TABLE>

<PAGE>

You would pay the following  expenses on a $1,000  investment if you selected an
eight-year withdrawal charge schedule without any optional riders and assuming a
5% annual return and ....

<TABLE>
<CAPTION>

                                                                                               no withdrawal or selection
                                                    total withdrawal at the                 of an annuity payout plan at the
                                                    end of each time period                      end of each time period
<S>                                        <C>       <C>        <C>       <C>             <C>      <C>       <C>       <C>
                                            1 year    3 years    5 years  10 years        1 year   3 years    5 years  10 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                $103.25   $151.62    $202.62   $262.55         $23.25    $71.62   $122.62   $262.55

   Capital Resource Fund                    101.61    146.68     194.35    245.87          21.61     66.68    114.35    245.87

   Diversified Equity Income Fund           103.25    151.62     202.62    262.55          23.25     71.62    122.62    262.55

   Extra Income Fund                        102.02    147.92     196.42    250.07          22.02     67.92    116.42    250.07

   Federal Income Fund                      102.53    149.46     199.01    255.29          22.53     69.46    119.01    255.29

   New Dimensions Fund(R)                   101.81    147.30     195.38    247.97          21.81     67.30    115.38    247.97

   Small Cap Advantage Fund                 106.12    160.24     216.97    291.10          26.12     80.24    136.97    291.10

AIM V.I.

   Capital Appreciation Fund                100.99    144.82     191.23    239.55          20.99     64.82    111.23    239.55

   Value Fund                               101.30    145.75     192.79    242.72          21.30     65.75    112.79    242.72

Dreyfus

   The Dreyfus Socially Responsible
Growth Fund, Inc.                           101.61    146.68     194.35    245.87          21.61     66.68    114.35    245.87

FTVIPT

   Franklin Income Securities Fund-Class 2  101.20    145.44     192.27    241.66          21.20     65.44    112.27    241.66

   Franklin Real Estate Fund - Class 2      102.02    147.92     196.42    250.07          22.02     67.92    116.42    250.07

   Franklin Small Cap Fund - Class 2        104.48    155.32     208.79    274.88          24.48     75.32    128.79    274.88

   Mutual Shares Securities Fund - Class 2  104.17    154.40     207.25    271.81          24.17     74.40    127.25    271.81

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund                102.73    150.08     200.04    257.37          22.73     70.08    120.04    257.37

   Global Income Fund                       105.30    157.78     212.89    283.03          25.30     77.78    132.89    283.03

   Internet Tollkeeper Fund                 106.32    160.85     217.99    293.11          26.32     80.85    137.99    293.11

   Mid Cap Value Fund                       104.27    154.71     207.77    272.84          24.27     74.71    127.77    272.84

MFS(R)

   Growth with Income Series                102.53    149.46     199.01    255.29          22.53     69.46    119.01    255.29

   Utilities Series                         102.84    150.39     200.56    258.41          22.84     70.39    120.56    258.41

Putnam Variable Trust

   Putnam VT International Growth Fund -
        Class IB Shares                     105.50    158.40     213.91    285.05          25.50     78.40    133.91    285.05

   Putnam VT Vista Fund - Class IB Shares   102.73    150.08     200.04    257.37          22.73     70.08    120.04    257.37

Wells Fargo VT

   Asset Allocation Fund                    103.76    153.17     205.20    267.71          23.76     73.17    125.20    267.71

   Corporate Bond Fund                      102.73    150.08     200.04    257.37          22.73     70.08    120.04    257.37

   Equity Income Fund                       103.76    153.17     205.20    267.71          23.76     73.17    125.20    267.71

   Equity Value Fund                        103.76    153.17     205.20    267.71          23.76     73.17    125.20    267.71

   Growth Fund                              103.76    153.17     205.20    267.71          23.76     73.17    125.20    267.71

   Large Company Growth Fund                103.76    153.17     205.20    267.71          23.76     73.17    125.20    267.71

   Money Market Fund                        102.22    148.53     197.46    252.16          22.22     68.53    117.46    252.16

   Small Cap Growth Fund                    105.81    159.32     215.44    288.08          25.81     79.32    135.44    288.08

</TABLE>

<PAGE>

You would pay the following  expenses on a $1,000  investment if you selected an
eight-year  withdrawal  charge  schedule with the optional  0.20% Enhanced Death
Benefit Rider and the 0.30% Guaranteed Minimum Income Benefit Rider and assuming
a 5% annual return and....
<TABLE>
<CAPTION>

                                                                                               no withdrawal or selection
                                                    total withdrawal at the                 of an annuity payout plan at the
                                                    end of each time period                      end of each time period
<S>                                       <C>        <C>        <C>       <C>             <C>      <C>       <C>       <C>
                                            1 year    3 years    5 years  10 years        1 year   3 years    5 years  10 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                $108.45   $167.71    $230.30   $322.65         $28.45    $87.71   $150.30   $322.65

   Capital Resource Fund                    106.81    162.79     222.09    306.30          26.81     82.79    142.09    306.30

   Diversified Equity Income Fund           108.45    167.71     230.30    322.65          28.45     87.71    150.30    322.65

   Extra Income Fund                        107.22    164.02     224.15    310.41          27.22     84.02    144.15    310.41

   Federal Income Fund                      107.73    165.56     226.71    315.53          27.73     85.56    146.71    315.53

   New Dimensions Fund(R)                   107.01    163.40     223.12    308.36          27.01     83.40    143.12    308.36

   Small Cap Advantage Fund                 111.32    176.29     244.53    350.64          31.32     96.29    164.53    350.64

AIM V.I.

   Capital Appreciation Fund                106.19    160.94     219.00    300.10          26.19     80.94    139.00    300.10

   Value Fund                               106.50    161.86     220.54    303.20          26.50     81.86    140.54    303.20

Dreyfus

   The Dreyfus Socially Responsible
Growth Fund, Inc.                           106.81    162.79     222.09    306.30          26.81     82.79    142.09    306.30

FTVIPT

   Franklin Income Securities Fund-Class 2  106.40    161.55     220.03    302.17          26.40     81.55    140.03    302.17

   Franklin Real Estate Fund - Class 2      107.22    164.02     224.15    310.41          27.22     84.02    144.15    310.41

   Franklin Small Cap Fund - Class 2        109.68    171.39     236.42    334.74          29.68     91.39    156.42    334.74

   Mutual Shares Securities Fund - Class 2  109.37    170.47     234.89    331.73          29.37     90.47    154.89    331.73

Goldman Sachs VIT

   CORE(SM) U.S. Equity Fund                107.93    166.17     227.74    317.57          27.93     86.17    147.74    317.57

   Global Income Fund                       110.50    173.84     240.48    342.72          30.50     93.84    160.48    342.72

   Internet Tollkeeper Fund                 111.52    176.90     245.54    352.61          31.52     96.90    165.54    352.61

   Mid Cap Value Fund                       109.47    170.78     235.40    332.73          29.47     90.78    155.40    332.73

MFS(R)

   Growth with Income Series                107.73    165.56     226.71    315.53          27.73     85.56    146.71    315.53

   Utilities Series                         108.04    166.48     228.25    318.58          28.04     86.48    148.25    318.58

Putnam Variable Trust

   Putnam VT International Growth Fund -

        Class IB Shares                     110.70    174.46     241.49    344.71          30.70     94.46    161.49    344.71

   Putnam VT Vista Fund - Class IB Shares   107.93    166.17     227.74    317.57          27.93     86.17    147.74    317.57

Wells Fargo VT

   Asset Allocation Fund                    108.96    169.25     232.85    327.70          28.96     89.25    152.85    327.70

   Corporate Bond Fund                      107.93    166.17     227.74    317.57          27.93     86.17    147.74    317.57

   Equity Income Fund                       108.96    169.25     232.85    327.70          28.96     89.25    152.85    327.70

   Equity Value Fund                        108.96    169.25     232.85    327.70          28.96     89.25    152.85    327.70

   Growth Fund                              108.96    169.25     232.85    327.70          28.96     89.25    152.85    327.70

   Large Company Growth Fund                108.96    169.25     232.85    327.70          28.96     89.25    152.85    327.70

   Money Market Fund                        107.42    164.64     225.17    312.46          27.42     84.64    145.17    312.46

   Small Cap Growth Fund                    111.01    175.37     243.01    347.68          31.01     95.37    163.01    347.68
</TABLE>

*In these examples, the $30 contract  administrative charge is approximated as a
0.068%  charge based on our  estimated  average  contract  size.  Premium  taxes
imposed by some state and local  governments are not reflected in this table. We
entered into certain  arrangements  under which we are compensated by the funds'
advisors and/or  distributors for the administrative  services we provide to the
funds.

You should not  consider  these  examples as  representations  of past or future
expenses. Actual expenses may be more or less than those shown.

<PAGE>

Condensed Financial Information (Unaudited)

The following tables give per-unit  information  about the financial  history of
each  subaccount.  We have not provided this  information  for some  subaccounts
because they are new and do not have any history.
<TABLE>
<CAPTION>
<S>                                                                                            <C>
Year ended Dec. 31,                                                                              1999

Subaccount PBCA1(1) (Investing in shares of AXP(SM) Variable Portfolio - Blue Chip
Advantage Fund)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.09

Number of accumulation units outstanding at end of period                                          259

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________
Subaccount PDEI1(1) (Investing in shares of AXP(SM) Variable Portfolio - Diversified
Equity Income Fund)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.02

Number of accumulation units outstanding at end of period                                          262

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________
Subaccount PEXI1(1) (Investing in shares of AXP(SM) Variable Portfolio - Extra Income Fund)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.03

Number of accumulation units outstanding at end of period                                          259

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________
Subaccount PNDM1(1) (Investing in shares of AXP(SM) Variable Portfolio - New Dimensions Fund(R))

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.15

Number of accumulation units outstanding at end of period                                          257

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________
Subaccount PSCA1(1) (Investing in shares of AXP(SM) Variable Portfolio - Small Cap Advantage Fund)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.11

Number of accumulation units outstanding at end of period                                          254

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________
Subaccount PCAP1(2) (Investing in shares of AIM V.I. Capital Appreciation Fund)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.26

Number of accumulation units outstanding at end of period                                          251

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________
Subaccount PVAL1(2) (Investing in shares of AIM V.I. Value Fund)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.11

Number of accumulation units outstanding at end of period                                          258

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________

<PAGE>

Year ended Dec. 31,

                                                                                                 1999

Subaccount  PSMC1(2)  (Investing in shares of FTVIPT  Franklin  Small Cap Fund -
Class 2)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.43

Number of accumulation units outstanding at end of period                                          243

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________

Subaccount PGIS1(2) (Investing in shares of MFS(R) Growth with Income Series)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.05

Number of accumulation units outstanding at end of period                                          261

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________

Subaccount PUTS1(2) (Investing in shares of MFS(R) Utilities Series)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.14

Number of accumulation units outstanding at end of period                                         255

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________

Subaccount PIGR1(2) (Investing in shares of Putnam VT International Growth Fund - Class IB Shares)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.29

Number of accumulation units outstanding at end of period                                          252

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________

Subaccount  PVIS1(2)  (Investing  in shares  of Putnam VT Vista  Fund - Class IB
Shares)

Accumulation unit value at beginning of period                                                   $1.00

Accumulation unit value at end of period                                                         $1.30

Number of accumulation units outstanding at end of period                                          253

Ratio of operating expense to average net assets                                                  1.25%
____________________________________________________________________________________________________________________

1    Operations commenced on Nov. 10, 1999.
2    Operations commenced on Nov. 9, 1999.
</TABLE>

<PAGE>

Financial Statements

You can find the audited financial  statements of the subaccounts with financial
history in the SAI.  The SAI does not include the audited  financial  statements
for some of the subaccounts because they are new and do not have any assets. You
can find our audited financial statements later in this prospectus.

Performance Information

Performance  information  for the  subaccounts  may appear  from time to time in
advertisements or sales literature. This information reflects the performance of
a  hypothetical  investment in a particular  subaccount  during a specified time
period. We show actual performance from the date the subaccounts began investing
in the funds.  Currently,  we do not provide any performance information because
they are new and have not had any activity to date. However, we show performance
from the commencement date of the funds as if the contract existed at that time,
which it did not. Although we base performance  figures on historical  earnings,
past performance does not guarantee future results.

We include  non-recurring  charges (such as withdrawal  charges) in total return
figures, but not in yield quotations.  Excluding  non-recurring charges in yield
calculations increases the reported value.

Total return figures reflect deduction of all applicable charges, including the:

o    contract administrative charge,

o    variable account administrative charge,

o    Enhanced Death Benefit Rider* fee,

o    Guaranteed Minimum Income Benefit Rider** fee,

o    mortality and expense risk fee, and

o    withdrawal  charge  (assuming a  withdrawal  at the end of the  illustrated
     period).

*    Available  if both  you and the  annuitant  are 79 or  younger.  May not be
     available in all states.

**   This rider is only  available at the time you purchase your contract if the
     annuitant is 75 or younger and you also select the Enhanced  Death  Benefit
     Rider option. Riders may not be available in all states.

We also may make optional total return  quotations that do not reflect deduction
of the withdrawal  charge  (assuming no withdrawal),  the Enhanced Death Benefit
Rider fee and the Guaranteed Minimum Income Benefit Rider fee. We may show total
return quotations by means of schedules, charts or graphs.

Average annual total return is the average annual  compounded  rate of return of
the  investment  over a period of one,  five and ten years (or up to the life of
the subaccount if it is less than ten years old).

Cumulative  total return is the cumulative  change in the value of an investment
over a specified time period.  We assume that income earned by the investment is
reinvested. Cumulative total return generally will be higher than average annual
total return.

Annualized  simple  yield (for  subaccounts  investing  in money  market  funds)
"annualizes"  the income  generated  by the  investment  over a given  seven-day
period.  That is, we assume the  amount of income  generated  by the  investment
during the period will be generated  each  seven-day  period for a year. We show
this as a percentage of the investment.

Annualized  compound yield (for subaccounts  investing in money market funds) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it.  Compound yield will be higher than the simple yield because of
the compounding effect of the assumed reinvestment.

<PAGE>

Annualized  yield (for  subaccounts  investing in income funds)  divides the net
investment  income  (income less expenses) for each  accumulation  unit during a
given 30-day  period by the value of the unit on the last day of the period.  We
then convert the result to an annual percentage.

You  should  consider  performance   information  in  light  of  the  investment
objectives,  policies,  characteristics  and  quality  of the fund in which  the
subaccount  invests and the market  conditions during the specified time period.
Advertised   yields  and  total  return  figures  include  charges  that  reduce
advertised performance. Therefore, you should not compare subaccount performance
to that of mutual funds that sell their shares directly to the public.  (See the
SAI for a further  description  of methods  used to  determine  total return and
yield.)

If you would  like  additional  information  about  actual  performance,  please
contact  us at the  address  or  telephone  number  on the  first  page  of this
prospectus.

<PAGE>

The Variable Account and the Funds

You may  allocate  payments  to any or all of the  subaccounts  of the  variable
account that invest in shares of the following funds:
<TABLE>
<CAPTION>
<S>                 <C>                     <C>                                                  <C>
__________________________________________________________________________________________________________________________________
Subaccount          Investing In            Investment Objectives and Policies                   Investment Advisor or Manager
__________________________________________________________________________________________________________________________________
PBCA1               AXP(SM) Variable        Objective: long-term total return exceeding that     IDS Life Insurance Company
WBCA1               Portfolio - Blue Chip   of the U.S. stock market. Invests primarily in       (IDS Life), investment
WBCA3               Advantage Fund          common stocks of companies included in the           manager; American Express
WBCA4                                       unmanaged S&P 500 Index.                             Financial Corporation
                                                                                                 (AEFC), investment advisor.

WCAR1               AXP(SM) Variable        Objective: capital appreciation. Invests primarily   IDS Life, investment
WCAR3               Portfolio - Capital     in U.S. common stocks and other securities           manager; AEFC, investment
WCAR4               Resource Fund           convertible into common stocks.                      advisor.
WCAR6

PDEI1               AXP(SM) Variable        Objective: a high level of current income and, as    IDS Life, investment
WDEI1               Portfolio -             a secondary goal, steady growth of capital.          manager; AEFC, investment
WDEI3               Diversified Equity      Invests primarily in dividend-paying common and      advisor.
WDEI4               Income Fund             preferred stocks.

PEXI1               AXP(SM) Variable        Objective: high current income, with capital         IDS Life, investment
WEXI1               Portfolio - Extra       growth as a secondary objective. Invests primarily   manager; AEFC, investment
WEXI3               Income  Fund            in  high-yielding,  high-risk  corporate  bonds      advisor.
WEXI4                                       issued by U.S. and foreign corporations, companies
                                            and governments.

WFDI1               AXP(SM) Variable        Objective: a high level of current income and        IDS Life, investment
WFDI3               Portfolio - Federal     safety of principal consistent with an investment    manager; AEFC, investment
WFDI4               Income Fund             in U.S. government and government agency             advisor.
WFDI6                                       securities. Invests primarily in debt obligations
                                            issued or guaranteed as to principal and interest
                                            by the U.S. government, its agencies or
                                            instrumentalities.

PNDM1               AXP(SM) Variable        Objective: long-term growth of capital.  Invests     IDS Life, investment
WNDM1               Portfolio - New         primarily in common stocks of U.S. and foreign       manager; AEFC, investment
WNDM3               Dimensions Fund (R)     companies showing potential for significant          advisor.
WNDM4                                       growth.

PSCA1               AXP(SM) Variable        Objective: long-term capital growth. Invests         IDS Life, investment
WSCA1               Portfolio - Small Cap   primarily in equity stocks of small companies that   manager; AEFC, investment
WSCA3               Advantage Fund          are often included in the S&P SmallCap  600 Index    advisor; Kenwood Capital
WSCA4                                       or the Russell 2000 Index.                           Management LLC,
                                                                                                 sub-investment advisor.


<PAGE>

____________________________________________________________________________________________________________________________________
Subaccount          Investing In            Investment Objectives and Policies                   Investment Advisor or Manager
____________________________________________________________________________________________________________________________________

PCAP1               AIM V.I. Capital        Objective: growth of capital. Invests primarily in   A I M Advisors, Inc.
WCAP1               Appreciation Fund       common stocks, with emphasis on medium- and
WCAP3                                       small-sized growth companies.
WCAP4

PVAL1               AIM V.I. Value Fund     Objective: long-term growth of capital with income   A I M Advisors, Inc.
WVAL1                                       as a secondary objective. Invests primarily in
WVAL3                                       equity securities judged to be undervalued
WVAL4                                       relative to the investment advisor's appraisal of
                                            the current or projected earnings of the companies
                                            issuing the securities, or relative to current
                                            market values of assets owned by the companies
                                            issuing the securities, or relative to the equity
                                            market generally.

WSRG1               The Dreyfus Socially    Objective: capital growth, with current income as    The Dreyfus Corporation,
WSRG3               Responsible Growth      a secondary objective.  Invests primarily in the     investment advisor; NCM
WSRG4               Fund, Inc.              common stock of companies that, in the opinion       Capital Management Group, Inc.,
WSRG6                                       of the fund's management, meet traditional           sub-investment advisor.
                                            investment standards and conduct their business
                                            in a manner that contributes to the enhancement
                                            of the quality of life in America.

WISE1               FTVIPT Franklin         Objective: maximize income while maintaining         Franklin Advisers, Inc.
WISE3               Income  Securities      prospects for capital appreciation. Invests
WISE4               Fund - Class 2          primarily in a diversified portfolio of debt and
WISE6                                       equity securities, including high yield,
                                            lower-rated "junk bonds."

WRES1               FTVIPT Franklin Real    Objective: capital appreciation with a secondary     Franklin Advisers, Inc.
WRES3               Estate Fund - Class 2   goal to earn current income. Invests primarily in
WRES4               (previously  Franklin   securities of companies  operating in the real
WRES6               Real Estate Securities  estate industry,  primarily equity real estate
                    Fund)                   investment trusts (REITS).

PSMC1               FTVIPT Franklin         Objective: long-term capital growth. Invests         Franklin Advisers, Inc.
WSMC1               Small  Cap Fund -       primarily in equity securities of U.S. small
WSMC3               Class 2                 capitalization (small cap) growth companies.
WSMC4

<PAGE>

____________________________________________________________________________________________________________________________________
Subaccount          Investing In            Investment Objectives and Policies                   Investment Advisor or Manager
____________________________________________________________________________________________________________________________________

WMSI1               FTVIPT  Mutual          Objective: capital appreciation with income as a     Franklin Mutual Advisers,
WMSI3               Shares  Securities      secondary goal. Invests primarily in equity          LLC
WMSI4               Fund - Class 2          securities of companies that the manager believes
WMSI6                                       are available at market prices less than their
                                            value based on certain recognized or objective
                                            criteria (intrinsic value).

WUSE1               Goldman Sachs VIT       Objective: long-term growth of capital and           Goldman Sachs Asset
WUSE3               CORE(SM) U.S. Equity    dividend income. Primarily invests in a broadly      Management
WUSE4               Fund                    diversified portfolio of large-cap and blue chip
WUSE6                                       equity securities representing all major sectors
                                            of the U.S. economy.

WGLI1               Goldman Sachs VIT       Objective: high total return, emphasizing current    Goldman Sachs Asset
WGLI6               Global Income Fund      income, and, to a lesser extent, providing           Management International
WGLI4                                       opportunities for capital appreciation. Invests
WGLI6                                       primarily in a portfolio of high quality
                                            fixed-income securities of U.S. and foreign
                                            issuers and enters into transactions in foreign
                                            currencies.

SITO2               Goldman Sachs VIT       Objective: long-term growth of capital. Invests      Goldman Sachs Asset
WITO1               Internet Tollkeeper     primarily in equity securities of companies that     Management
WIT04               Fund                    the Investment Advisor believes will benefit from
WIT06                                       the  growth  of  the Internet by providing access,
                                            infrastructure, content and services to Internet
                                            companies and customers.

WMCE1               Goldman Sachs VIT Mid   Objective: long-term capital appreciation. Invests   Goldman Sachs Asset
WMCE3               Cap Value Fund          primarily in mid-capitalization companies within     Management
WMCE4                                       the range of the market capitalization of
WMCE6                                       companies constituting the Russell Mid Cap Value
                                            Index at the time of investment.

PGIS1               MFS(R) Growth with      Objective: reasonable current income and long-term   MFS Investment Management(R)
WGIS1               Income Series           growth of capital and income. Invests primarily in
WGIS3                                       common stocks and related securities, such as
WGIS4                                       preferred stocks, convertible securities and
                                            depositary receipts for those securities.

PUTS1               MFS (R) Utilities       Objective: capital growth and current income.        MFS Investment Management(R)
WUTS1               Series                  Invests primarily in equity and debt securities of
WUTS3                                       domestic and foreign companies in the utilities
WUTS4                                       industry.

<PAGE>

____________________________________________________________________________________________________________________________________
Subaccount          Investing In            Investment Objectives and Policies                   Investment Advisor or Manager
____________________________________________________________________________________________________________________________________

PIGR1               Putnam VT               Objective: capital appreciation. Invests primarily   Putnam Investment
WIGR1               International Growth    in equity securities of companies located in a       Management, Inc.
WIGR3               Fund - Class IB Shares  country other than the U.S.
WIGR4

PVIS1               Putnam VT Vista Fund    Objective: capital appreciation. Invests primarily   Putnam Investment
WVIS1                - Class IB Shares      in a diversified  portfolio of common stocks that    Management, Inc.
WVIS3                                       Putnam   Management   believes  have above-average
WVIS4                                       potential for capital appreciation.

WAAL1               Wells Fargo VT Asset    Objective: long-term total return, consistent with   Wells Fargo Bank, N.A.,
WAAL3               Allocation Fund         reasonable risk. Invests primarily in the            advisor; Barclays Global
WAAL4                                       securities of various indexes to replicate the       Fund Advisors, sub-advisor.
WAAL6                                       total return of the index. We use an asset
                                            allocation model to allocate and reallocate assets
                                            among common stocks (S&P 500 Index), U.S. Treasury
                                            bonds (Lehman Brothers 20+ Bond Index) and money
                                            market instruments, assuming a "normal" allocation
                                            of 60% stocks and 40% bonds.

WCBD1               Wells Fargo VT          Objective: high level of current income consistent   Wells Fargo Bank, N.A.,
WCBD6               Corporate Bond Fund     with reasonable risk. Invests primarily in           advisor; Wells Capital
WCBD4                                       corporate debt securities of  any maturity.          Management Incorporated,
WCBD6                                                                                            sub-advisor.

WEQI1               Wells Fargo VT          Objective: long-term capital appreciation and        Wells Fargo Bank, N.A.,
WEQI3               Equity  Income Fund     above-average dividend income. Invests primarily     advisor; Wells Capital
WEQI4                                       in common stock of large, high-quality domestic      Management Incorporated,
WEQI6                                       companies with above-average  return  potential and  sub-advisor.
                                            above-average dividend income.

WEQV1               Wells Fargo VT          Objective: long-term capital appreciation. Invests   Wells Fargo Bank, N.A.,
WEQV2               Equity  Value Fund      primarily in equity securities that we believe are   advisor; Wells Capital
WEQV4                                       undervalued in relation to the overall stock         Management Incorporated,
WEQV6                                       markets.                                             sub-advisor.

<PAGE>

____________________________________________________________________________________________________________________________________
Subaccount          Investing In            Investment Objectives and Policies                   Investment Advisor or Manager
____________________________________________________________________________________________________________________________________

WGRO1               Wells Fargo VT Growth   Objective: long-term capital appreciation. Invests   Wells Fargo Bank, N.A.,
WGRO3               Fund                    primarily in common stocks and other equity          advisor; Wells Capital
WGRO4                                       securities. We look for companies that have a        Management Incorporated,
WGRO6                                       strong earnings growth trend that we believe have    sub-advisor.
                                            above-average prospects for future growth.

WLCG1               Wells Fargo VT Large    Objective: long-term capital appreciation. Invests   Wells Fargo Bank, N.A.,
WLCG3               Company Growth Fund     primarily in common stock of large, high-quality     advisor; Peregrine Capital
WLCG4                                       domestic companies that have superior growth         Management, Inc.,
WLCG6                                       potential.                                           sub-advisor.

WMMK1               Wells Fargo VT Money    Objective: current income, while preserving          Wells Fargo Bank, N.A.,
WMMK3               Market Fund             capital and liquidity. Invests primarily in          advisor; Wells Capital
WMMK4                                       high-quality, U.S. dollar-denominated money market   Management Incorporated,
WMMk6                                       instruments, including debt obligations.             sub-advisor.

WSCG1               Wells Fargo VT Small    Objective: long-term capital appreciation. Invests   Wells Fargo Bank, N.A.,
WSCG3               Cap Growth Fund         primarily in common stocks issued  by companies      advisor; Wells Capital
WSCG4                                       whose market capitalization falls within the range   Management Incorporated,
WSCG6                                       of the  Russell  2000 Index, which is considered a   sub-advisor.
                                            small capitalization index.
__________________________________________________________________________________________________________________________________
</TABLE>

The  investment  objectives and policies of some of the funds are similar to the
investment  objectives  and policies of other  mutual  funds that an  investment
advisor or its  affiliates  manage.  Although the objectives and policies may be
similar,  each fund will have its own  portfolio  holdings  and its own fees and
expenses. Accordingly, each fund will have its own investment results, and those
results  may differ  significantly  from other  funds  with  similar  investment
objectives and policies.

The investment  managers and advisors cannot  guarantee that the funds will meet
their investment  objectives.  Please read the funds' prospectuses for facts you
should  know  before  investing.   These  prospectuses  are  also  available  by
contacting  us at the  address  or  telephone  number on the first  page of this
prospectus.

All funds are  available  to serve as the  underlying  investments  for variable
annuities.  Some funds also are  available  to serve as  investment  options for
variable  life  insurance  policies and  tax-deferred  retirement  plans.  It is
possible  that in the future,  it may be  disadvantageous  for variable  annuity
accounts and variable life insurance  accounts  and/or  tax-deferred  retirement
plans to invest in the available funds simultaneously.

<PAGE>

Although the insurance  company and the funds do not currently  foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor  events in order to identify  any  material  conflicts  between  annuity
owners,  policy owners and  tax-deferred  retirement plans and to determine what
action,  if any,  should be taken in response to a conflict.  If a board were to
conclude  that it should  establish  separate  funds for the  variable  annuity,
variable life insurance and tax-deferred retirement plan accounts, you would not
bear any expenses  associated with establishing  separate funds. Please refer to
the funds' prospectuses for risk disclosure regarding  simultaneous  investments
by variable  annuity,  variable life insurance and tax-deferred  retirement plan
accounts.

The Internal  Revenue  Service  (IRS) issued final  regulations  relating to the
diversification requirements under Section 817(h) of the Code. Each fund intends
to comply with these requirements.

The variable account was established under Indiana law on July 15, 1987, and the
subaccounts are registered  together as a single unit investment trust under the
Investment  Company  Act of 1940  (the 1940  Act).  This  registration  does not
involve any  supervision of our management or investment  practices and policies
by the SEC. All obligations  arising under the contracts are general obligations
of American Enterprise Life.

The variable  account meets the  definition of a separate  account under federal
securities laws. We credit or charge income, capital gains and capital losses of
each subaccount only to that  subaccount.  State insurance law prohibits us from
charging a subaccount with liabilities of any other subaccount or of our general
business.  The variable  account  includes other  subaccounts that are available
under contracts that are not described in this prospectus.

The  U.S.  Treasury  and the IRS  indicated  that  they may  provide  additional
guidance on investment control.  This concerns how many variable  subaccounts an
insurance  company may offer and how many  exchanges  among  subaccounts  it may
allow before the contract owner would be currently taxed on income earned within
subaccount  assets.  At this time, we do not know what the  additional  guidance
will be or when  action  will be taken.  We  reserve  the  right to  modify  the
contract,  as  necessary,  so that the  owner  will not be  subject  to  current
taxation as the owner of the subaccount assets.

We intend to comply with all federal tax laws so that the contract  continues to
qualify as an annuity for federal  income tax purposes.  We reserve the right to
modify the contract as necessary to comply with any new tax laws.

<PAGE>

The Fixed Accounts

GUARANTEE PERIOD ACCOUNTS

You may  allocate  purchase  payments  to one or more  of the  Guarantee  Period
Accounts with Guarantee  Periods  ranging from two to ten years.  These accounts
are not available in all states and are not offered after annuity payouts begin.
Some states also  restrict the amount you can allocate to these  accounts.  Each
Guarantee  Period  Account  pays an  interest  rate  that is  declared  when you
allocate  money  to that  account.  That  interest  rate is then  fixed  for the
Guarantee  Period  that you chose.  We will  periodically  change  the  declared
interest  rate for any future  allocations  to these  accounts,  but we will not
change the rate paid on money currently in a Guarantee Period Account.

The interest  rates that we will declare as  guaranteed  rates in the future are
determined  by us at our  discretion.  We will  determine  these  rates based on
various factors  including,  but not limited to, the interest rate  environment,
returns  available on  investments  backing  these  annuities,  product  design,
competition and American Enterprise Life's revenues and other expenses.

You may  transfer  money out of the  Guarantee  Period  Accounts  within 30 days
before the end of the  Guarantee  Period  without  receiving a MVA (see  "Market
Value  Adjustment  (MVA)"  below.)  At that  time you may  choose to start a new
Guarantee  Period of the same length,  transfer  the money to another  Guarantee
Period Account,  transfer the money to any of the  subaccounts,  or withdraw the
money from the contract (subject to applicable withdrawal provisions).  If we do
not  receive  any  instructions  at the end of your  Guarantee  Period,  we will
automatically transfer the money into the one-year fixed account.

We hold amounts you allocate to the Guarantee Period Accounts in a "nonunitized"
separate  account we have  established  under the Indiana  Insurance  Code. This
separate account  provides an additional  measure of assurance that we will make
full payment of amounts due under the Guarantee Period Accounts. State insurance
law prohibits us from charging this  separate  account with  liabilities  of any
other  separate  account or of our general  business.  We own the assets of this
separate  account  as well as any  favorable  investment  performance  of  those
assets.  You do not  participate  in the  performance of the assets held in this
separate  account.  We  guarantee  all  benefits  relating  to your value in the
Guarantee Period Accounts.

We intend to  construct  and manage the  investment  portfolio  relating  to the
separate account using a strategy known as "immunization." Immunization seeks to
lock in a defined  return on the pool of assets  versus the pool of  liabilities
over a  specified  time  horizon.  Since the  return on the  assets  versus  the
liabilities  is locked  in, it is  "immune"  to any  potential  fluctuations  in
interest rates during the given time. We achieve  immunization by constructing a
portfolio of assets with a price  sensitivity  to interest  rate changes  (i.e.,
price  duration)  that  is  essentially  equal  to  the  price  duration  of the
corresponding portfolio of liabilities.  Portfolio immunization provides us with
flexibility and efficiency in creating and managing the asset  portfolio,  while
still assuring safety and soundness for funding liability obligations.

We must  invest  this  portfolio  of  assets  in  accordance  with  requirements
established  by  applicable  state laws  regarding  the  nature  and  quality of
investments  that life insurance  companies may make and the percentage of their
assets that they may commit to any particular type of investment. Our investment
strategy will incorporate the use of a variety of debt instruments  having price
durations tending to match the applicable  Guarantee Periods.  These instruments
include, but are not necessarily limited to, the following:

o    Securities   issued   by  the   U.S.   government   or  its   agencies   or
     instrumentalities,  which issues may or may not be  guaranteed  by the U.S.
     government;

o    Debt  securities  that have an investment  grade,  at the time of purchase,
     within  the  four  highest  grades  assigned  by  any of  three  nationally
     recognized rating agencies -- Standard & Poor's,  Moody's Investors Service
     or Duff and  Phelp's  -- or are  rated  in the two  highest  grades  by the
     National Association of Insurance Commissioners;

<PAGE>

o    Other debt instruments  which are unrated or rated below investment  grade,
     limited to 10% of assets at the time of purchase; and

o    Real estate  mortgages,  limited to 45% of portfolio  assets at the time of
     acquisition.

In addition,  options and futures  contracts on fixed income  securities will be
used  from time to time to  achieve  and  maintain  appropriate  investment  and
liquidity characteristics on the overall asset portfolio.

While this information  generally describes our investment strategy,  we are not
obligated to follow any particular strategy except as may be required by federal
law and Indiana and other state insurance laws.

MARKET VALUE ADJUSTMENT (MVA)

You may  choose  to  transfer  or  withdraw  money out of the  Guarantee  Period
Accounts  prior to the end of the Guarantee  Period.  The amount  transferred or
withdrawn  will receive a MVA which will  increase or decrease the actual amount
transferred or withdrawn. We calculate the MVA using the formula shown below and
we base it on the current level of interest  rates  compared to the rate of your
Guarantee Period Account.

Amount transferred     x    (           l + i       )    n/12

                            (       l + j + .001    )

Where:                       i = rate earned in the account from which funds are
                                 being transferred
                             j = current rate for a new Guarantee Period equal
                                 to the remaining term in the current Guarantee
                                 Period
                             n = number of months remaining in the current
                                 Guarantee Period (rounded up)

We will not make MVAs for amounts withdrawn for withdrawal  charges,  the annual
contract  administrative  charge or paid out as a death claim.  We also will not
make MVAs on automatic  transfers from the two-year Guarantee Period Account. We
determine any applicable  withdrawal  charges based on the market value adjusted
withdrawals. In some states the MVA is limited.

THE ONE-YEAR FIXED ACCOUNT

You may also allocate  purchase  payments to the one-year  fixed  account.  Some
states  restrict  the  amount  you can  allocate  to this  account.  We back the
principal and interest  guarantees  relating to the one-year fixed account.  The
value of the  one-year  fixed  account  increases  as we credit  interest to the
account.  Purchase  payments and transfers to the one-year  fixed account become
part of our general account.  We credit interest daily and compound it annually.
We will change the  interest  rates from time to time at our  discretion.  These
rates  will be based on  various  factors  including,  but not  limited  to, the
interest rate environment,  returns earned on investments backing annuities, the
interest  rates  currently  in effect for new and  existing  company  annuities,
product design, competition, and the company's revenues and expenses.

Interest in the one-year fixed account is not required to be registered with the
SEC.  However,  the Market Value  Adjustment  interests  under the contracts are
registered  with the SEC. The SEC staff does not review the  disclosures in this
prospectus  on  the  one-year  fixed  account  (but  the  SEC  does  review  the
disclosures  in this  prospectus  on the  Market  Value  Adjustment  interests).
Disclosures  regarding the one-year  fixed account,  however,  may be subject to
certain generally applicable  provisions of the federal securities laws relating
to the  accuracy and  completeness  of  statements  made in  prospectuses.  (See
"Making the Most of Your  Contract -- Transfer  policies"  for  restrictions  on
transfers involving the one-year fixed account.)

<PAGE>

Buying Your Contract

You can fill out an  application  and send it along with your  initial  purchase
payment to our  office.  As the owner,  you have all rights and may  receive all
benefits  under  the  contract.  You may buy  only a  nonqualified  annuity  (by
rollover only) or a qualified annuity from your Wells Fargo sales representative
without  prior  approval.  You may buy a  qualified  annuity  or a  nonqualified
annuity  through your AEFA sales  representative.  You can buy another  contract
with the same  underlying  funds but with  different  mortality and expense risk
fees and withdrawal charges. For information on this contract, please call us at
the  telephone  number  listed on the first page of this  prospectus or ask your
sales representative.

You can own a nonqualified  annuity in joint tenancy with rights of survivorship
only in spousal situations. You cannot own a qualified annuity in joint tenancy.
You can buy a contract or become an annuitant if you are 85 or younger. (The age
limit may be younger for qualified annuities in some states.)

When you apply, you may select:

o    the length of the withdrawal charge period (six or eight years)*;

o    the optional Enhanced Death Benefit Rider**;

o    the optional Guaranteed Minimum Income Benefit Rider***;

o    the one-year fixed account, Guarantee Period Accounts and/or subaccounts in
     which you want to invest****;

o    how you want to make purchase payments; and

o    a beneficiary.

  * Contracts sold through AEFA are only available with an eight-year withdrawal
    charge schedule.

 ** Available if both you and the annuitant are 79 or younger. May not be
    available in all states.

*** This rider is only  available at the time you purchase  your contract if the
    annuitant is 75 or younger and you also select the Enhanced  Death Benefit
    Rider option. Riders may not be available in all states.

****Some states restrict the amount you can allocate to the fixed accounts.


The contract  provides for allocation of purchase payments to the subaccounts of
the variable account and/or to the fixed accounts in even 1% increments.

If your  application  is complete,  we will  process it and apply your  purchase
payment to the fixed accounts and  subaccounts  you selected within two business
days after we receive it at our office. If we accept your  application,  we will
send you a contract.  If we cannot accept your application  within five business
days,  we will  decline it and return your  payment.  We will credit  additional
purchase  payments you make to your  accounts on the  valuation  date we receive
them. We will value the additional  payments at the next accumulation unit value
calculated after we receive your payments at our office.

You may make monthly  payments to your  contract  under a Systematic  Investment
Plan (SIP).  To begin the SIP, you will  complete and send a form and your first
SIP payment  along with your  application.  There is no charge for SIP.  You can
stop your SIP payments at any time.

In most states,  you may make additional  purchase  payments to nonqualified and
qualified annuities until the retirement date.

<PAGE>

THE RETIREMENT DATE

Annuity  payouts are scheduled to begin on the retirement  date. When we process
your  application,  we will establish the retirement  date to the maximum age or
date described below. You can also select a date within the maximum limits.  You
can  align  this date with your  actual  retirement  from a job,  or it can be a
different  future  date,  depending  on your  needs  and  goals  and on  certain
restrictions.  You  also can  change  the  date,  provided  you send us  written
instructions at least 30 days before annuity payouts begin.

For  nonqualified annuities and Roth IRAs, the retirement date must be:

o    no earlier than the 60th day after the contract's effective date; and

o    no  later  than  the  annuitant's  85th  birthday  or  the  tenth  contract
     anniversary, if purchased after age 75.

For qualified  annuities  (except Roth IRAs),  to avoid IRS penalty  taxes,  the
retirement date generally must be:

o    on or after the date the annuitant reaches age 591/2; and

o    for IRAs and SEPs, by April 1 of the year  following the calendar year when
     the annuitant reaches age 701/2.

If you take the minimum IRA  distribution  as required by the Code from  another
tax-qualified  investment,  or in the  form of  partial  withdrawals  from  this
contract,  annuity payouts can start as late as the annuitant's 85th birthday or
the tenth contract anniversary, if later.

BENEFICIARY

We will pay your named  beneficiary  the death  benefit  if it  becomes  payable
before the  retirement  date (while the contract is in force and before  annuity
payouts begin). If there is no named  beneficiary,  then you or your estate will
be  the   beneficiary.   (See  "Benefits  in  Case  of  Death"  for  more  about
beneficiaries.)

PURCHASE PAYMENTS

Minimum  initial  purchase  payment:  $100,000 for  contracts  sold through AEFA
                                         (including  SIPs)
                                      $5,000 for all other  contracts sold in
                                         Texas, Washington and South Carolina
                                         (not including SIPs)
                                      $2,000 for all other contracts sold in
                                          other states (not including SIPs)

Minimum additional purchase payments:
      If paying by SIP*:              If paying by any other method:
      $50                             $100

*Payments  made  using  SIP  must  total  $2,000  before  you can  make  partial
 withdrawals.

Maximum total allowable purchase payments**
(without prior approval):             $1,000,000

 **This limit  applies in total to all American  Enterprise  Life  annuities you
   own. We reserve  the  right to  increase the  maximum  limit.  For  qualified
   annuities, the tax-deferred retirement plan's limits on annual  contributions
  also apply.

<PAGE>

HOW TO MAKE PURCHASE PAYMENTS

1 By letter:

Send your check along with your name and contract number to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

2 By SIP:

Contact your sales representative to complete the necessary SIP paperwork.

PURCHASE PAYMENT CREDITS

You will generally receive a purchase payment credit with every payment you make
to your contract.  We apply this credit  immediately.  We allocate the credit to
the fixed  accounts and  subaccounts  in the same  proportions  as your purchase
payment.  We apply the credit as a percentage  of your current  payment based on
the following schedule:

If total net payments* made during                 then the purchase payment
the life of the contract equals.......               credit percentage equals...

      Less than $10,000                                       1%

      $10,000 to less than 1 million                           2

      $1 million to less than 5 million                        3

      $5 million and over                                      4

*Net payments equal total payments less total withdrawals.

If you make any future  payments which cause the contract to become eligible for
a  higher  percentage  credit,  we will  add  credits  to  increase  the  credit
percentage  on prior  payments  (less total  withdrawals).  We allocate  credits
according to the purchase  payment  allocation on the date we add the credits to
the contract.

We fund the credit from our general  account.  We do not consider  credits to be
"investments" for income tax purposes. (See "Taxes.")

We will reverse credits from the contract value for any purchase payment that is
not honored  (if,  for  example,  your  purchase  payment  check is returned for
insufficient funds).

To the extent a death benefit or withdrawal  payment  includes  purchase payment
credits  applied  within  twelve  months  preceding:  (1) the date of death that
results in a lump sum death  benefit under this  contract;  or (2) a request for
withdrawal charge waiver due to "Contingent  events" (see "Charges -- Contingent
events"), we will assess a charge,  similar to a withdrawal charge, equal to the
amount of the  purchase  payment  credits.  The amount we pay to you under these
circumstances  will always  equal or exceed your  withdrawal  value.  The amount
returned to you under the free look  provision also will not include any credits
applied to your contract.

<PAGE>

Because of these higher charges,  there may be circumstances where you are worse
off for having  received  the credit than in other  contracts.  All things being
equal,  (such as guarantee  availability or fund performance and  availability),
this may occur if you hold your  contract  for 40 years or more or if you make a
full withdrawal in the fourth to eighth years of the withdrawal charge schedule.
You should  consider these higher charges and other relevant  factors before you
buy this  contract or before you exchange a contract you  currently own for this
contract.

This credit is available  because of lower  distribution  costs  associated with
this  contract and through  revenue from a higher and longer  withdrawal  charge
schedule  and a higher  mortality  and expense  risk fee. In general,  we do not
profit  from the  higher  charges  assessed  to cover  the cost of the  purchase
payment credit.  We use all the revenue from these higher charges to pay for the
cost of the credits.  However, we could profit from the higher charges if market
appreciation  is higher than expected or if contract owners hold their contracts
for longer than expected.

Charges

CONTRACT ADMINISTRATIVE CHARGE

We charge this fee for establishing and maintaining your records.  We deduct $30
from the contract value on your contract anniversary at the end of each contract
year. We prorate this charge among the subaccounts and the fixed accounts in the
same  proportion  your  interest in each  account  bears to your total  contract
value.

We will waive this  charge  when your  contract  value is $50,000 or more on the
current contract anniversary.

If you take a full withdrawal from your contract,  we will deduct this charge at
the time of withdrawal  regardless of the contract value. We cannot increase the
annual  contract  administrative  charge  and it does not  apply  after  annuity
payouts begin or when we pay death benefits.

VARIABLE ACCOUNT ADMINISTRATIVE CHARGE

We apply this  charge  daily to the  subaccounts.  It is  reflected  in the unit
values of your subaccounts and it totals 0.15% of their average daily net assets
on an annual basis. It covers certain  administrative  and operating expenses of
the subaccounts such as accounting,  legal and data processing fees and expenses
involved in the preparation and  distribution  of reports and  prospectuses.  We
cannot increase the variable account administrative charge.

MORTALITY AND EXPENSE RISK FEE

We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee. For contracts with a six-year withdrawal charge schedule, this
fee  totals  1.35% of their  average  daily net assets on an annual  basis.  For
contracts with an eight-year  withdrawal charge schedule,  this fee totals 1.10%
of their  average  daily net  assets on an annual  basis.  This fee  covers  the
mortality  and expense  risk that we assume.  Approximately  two-thirds  of this
amount  is for our  assumption  of  mortality  risk,  and  one-third  is for our
assumption of expense risk.  If you choose the optional  Enhanced  Death Benefit
Rider,  we will charge an  additional  0.20% of the average  daily net assets on
annual basis (see "Enhanced  Death Benefit Rider fee" below).  These fees do not
apply to the fixed accounts. We cannot increase these fees.

<PAGE>

Mortality  risk arises  because of our  guarantee to pay a death benefit and our
guarantee to make annuity  payouts  according to the terms of the  contract,  no
matter  how long a  specific  annuitant  lives and no matter how long our entire
group of annuitants live. If, as a group, annuitants outlive the life expectancy
we assumed in our  actuarial  tables,  then we must take money from our  general
assets to meet our obligations.  If, as a group,  annuitants do not live as long
as expected, we could profit from the mortality risk fee.

Expense  risk arises  because we cannot  increase  the  contract  administrative
charge or the variable account  administrative  charge and these charges may not
cover  our  expenses.  We would  have to make up any  deficit  from our  general
assets.  We could profit from the expense  risk fee if future  expenses are less
than expected.

The  subaccounts  pay us the  mortality  and  expense  risk fee they  accrued as
follows:

o    first,  to the  extent  possible,  the  subaccounts  pay  this fee from any
     dividends distributed from the funds in which they invest;

o    then,  if necessary,  the funds redeem  shares to cover any remaining  fees
     payable.

We may use any  profits we realize  from the  subaccounts'  payment to us of the
mortality  and expense  risk fee for any proper  corporate  purpose,  including,
among others,  payment of distribution (selling) expenses. We do not expect that
the withdrawal charge,  discussed in the following paragraphs,  will cover sales
and distribution expenses.

ENHANCED DEATH BENEFIT RIDER FEE

We charge a fee for this  optional  feature only if you choose this  option.  If
selected,  we apply this fee daily to the  subaccounts  as part of the mortality
and expense risk fee. It is reflected in the unit values of the  subaccounts and
it totals 0.20% of their average daily net assets on an annual basis.  We cannot
increase the Enhanced Death Benefit Rider fee.

GUARANTEED MINIMUM INCOME BENEFIT RIDER FEE

We charge a fee based on the  Guaranteed  Income  Benefit Base for this optional
feature  only  if you  choose  this  option.  If  selected,  we  deduct  the fee
(currently  0.30%) from the contract  value on your contract  anniversary at the
end of each contract year. We prorate this fee among the  subaccounts  and fixed
accounts in the same  proportion  your  interest in each  account  bears to your
total contract value.

We apply the fee on an adjusted  benefit base  calculated as the result of
(a) +(b) - (c), where:

(a)  is the Guaranteed Income Benefit Base,

(b)  is the adjusted  transfers from the  subaccounts to the fixed accounts made
     in the last six months, and

(c)  is the total contract value in the fixed accounts.

The result of (b) minus (c) cannot be  greater  than zero.  It allows us to base
the charge largely on the subaccounts, and not on the fixed accounts.

We will deduct the fee, adjusted for the number of calendar days coverage was in
place if the  contract  is  terminated  for any reason or when  annuity  payouts
begin. We cannot increase the Guaranteed  Minimum Income Benefit Rider fee after
the rider  effective date and it does not apply after annuity  payouts begin. We
can increase the Guaranteed Minimum Income Benefit Rider fee on new contracts up
to a maximum of 0.75%.

<PAGE>

WITHDRAWAL CHARGE

If you withdraw all or part of your contract, you may be subject to a withdrawal
charge. A withdrawal  charge applies if all or part of the withdrawal  amount is
from purchase payments we received within six or eight years before  withdrawal.
You select the withdrawal  charge period at the time of your application for the
contract.  The withdrawal charge percentages that apply to you are shown in your
contract.  In addition,  amounts withdrawn from a Guarantee Period Account prior
to the end of the  applicable  Guarantee  Period will be subject to a MVA.  (See
"The Fixed Accounts -- Market Value Adjustments (MVA).")

For purposes of calculating any withdrawal  charge,  we treat amounts  withdrawn
from your contract value in the following order:

1.   First,  in each contract  year, we withdraw  amounts  totaling up to 10% of
     your prior  anniversary  contract value. (We consider your initial purchase
     payment  to be the  prior  anniversary  contract  value  during  the  first
     contract year.) We do not assess a withdrawal charge on this amount.

2.   Next,  we withdraw  contract  earnings,  if any,  that are greater than the
     annual 10% free withdrawal  amount described in number one above.  Contract
     earnings  equal  contract  value less  purchase  payments  received and not
     previously  withdrawn.  We do not assess a  withdrawal  charge on  contract
     earnings.

NOTE: We determine  contract  earnings by looking at the entire  contract value,
not the earnings of any particular subaccount or the fixed accounts.

3.   Next we withdraw  purchase payments received prior to the withdrawal charge
     period  you  selected  and  shown  in your  contract.  We do not  assess  a
     withdrawal charge on these purchase payments.

4.   Finally,  if necessary,  we withdraw  purchase  payments  received that are
     still within the  withdrawal  charge  period you selected and shown in your
     contract. We withdraw these payments on a first-in, first-out (FIFO) basis.
     We do assess a withdrawal charge on these payments.

We  determine  your  withdrawal  charge  by  multiplying  each of your  payments
withdrawn by the applicable  withdrawal charge  percentage,  and then adding the
total withdrawal charges.

The withdrawal charge  percentage  depends on the number of years since you made
the payments that are withdrawn, depending on the schedule you selected:

              Six-year schedule                      Eight-year schedule

Years from purchase  Withdrawal charge  Years from purchase    Withdrawal charge
 payment receipt        percentage        payment receipt         percentage

         1                  8%                   1                    8%

         2                  8                    2                    8

         3                  8                    3                    8

         4                  6                    4                    8

         5                  4                    5                    8

         6                  2                    6                    6

    Thereafter              0                    7                    4

                                                 8                    2

                                             Thereafter               0

<PAGE>

For a partial  withdrawal  that is subject to a  withdrawal  charge,  the amount
deducted  for the  withdrawal  charge will be a  percentage  of the total amount
withdrawn.  We will deduct the charge from the value  remaining after we pay you
the amount you requested. Example: Assume you request a withdrawal of $1,000 and
there is a 7% withdrawal  charge.  The  withdrawal  charge is $75.26 for a total
withdrawal  amount of $1,075.26.  This charge  represents 7% of the total amount
withdrawn and we deduct it from the contract  value  remaining  after we pay you
the $1,000 you requested.  If you make a full  withdrawal of your  contract,  we
also will deduct the applicable contract administrative charge.

Withdrawal charge under Annuity Payout Plan E -- Payouts for a specified period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can withdraw is the present  value of any  remaining  variable  payouts.  If the
original contract had a six-year  withdrawal charge schedule,  the discount rate
we use in the calculation  will be 5.32% if the assumed  investment rate is 3.5%
and 6.82% if the assumed  investment rate is 5%. If the original contract had an
eight-year  withdrawal  charge  schedule,  the  discount  rate  we  use  in  the
calculation  will be 5.07% if the assumed  investment  rate is 3.5% and 6.57% if
the  assumed  investment  rate is 5%.  The  withdrawal  charge  is  equal to the
difference  in discount  values using the above  discount  rates and the assumed
investment  rate.  In no event  would your  withdrawal  charge  exceed 9% of the
amount available for payouts under the plan.

Withdrawal charge calculation example:

The  following is an example of the  calculation  we would make to determine the
withdrawal  charge on a contract with an eight-year  withdrawal  charge schedule
with this history:

o    The  contract  date is Nov. 1, 2000 with a contract  year of Nov. 1 through
     Oct. 30 and with an anniversary date of Nov. 1 each year; and

o    We received these payments

     --   $10,000 Nov. 1, 2000;

     --   $8,000 Dec. 31, 2006; and

     --   $6,000 Feb. 20, 2008; and

o    The owner withdraws the contract for its total  withdrawal value of $38,101
     on Aug. 5, 2010 and had not made any other withdrawals during that contract
     year; and

o    The prior anniversary Nov. 1, 2009 contract value was $38,488.

Withdrawal       Explanation
 Charge
     $0        $3,848.80 is 10% of the prior anniversary contract value
               withdrawn without withdrawal charge; and

      0        $10,252.20 is contract earnings in excess of the 10% free
               withdrawal amount withdrawn without withdrawal charge; and

      0        $10,000 Nov. 1, 2000 payment was received nine or more years
               before withdrawal and is withdrawn without withdrawal charge; and

     640       $8,000 Dec. 31, 2006 payment is in its fourth year from receipt,
               withdrawn with an 8% withdrawal charge; and

     480       $6,000 Feb. 20, 2008 payment is in its third year from receipt
               withdrawn with an 8% withdrawal charge.

   $1,120

<PAGE>

Waiver of withdrawal charges

We do not assess withdrawal charges for:

o    withdrawals of any contract earnings;

o    withdrawals  of  amounts   totaling  up  to  10%  of  your  prior  contract
     anniversary contract value to the extent it exceeds contract earnings;

o    required minimum  distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);

o    contracts settled using an annuity payout plan;

o    withdrawals made as a result of one of the "Contingent  events"*  described
     below  to the  extent  permitted  by  state  law  (see  your  contract  for
     additional conditions and restrictions);

o    amounts we refund to you during the free look period*; and

o    death benefits.*

*However,  we will reverse  certain  purchase  payment credits up to the maximum
withdrawal charge. (See "Buying Your Contract -- Purchase payment credits.")

Contingent events

o    Withdrawals  you make if you or the annuitant are confined to a hospital or
     nursing  home and have  been for the  prior  60 days.  Your  contract  will
     include this provision when the owner and annuitant are under age 76 on the
     date we issue the contract.  You must provide proof  satisfactory  to us of
     the confinement as of the date you request the withdrawal.

o    To the extent  permitted by state law,  withdrawals  you make if you or the
     annuitant are diagnosed in the second or later  contract  years as disabled
     with a medical condition that with reasonable medical certainty will result
     in death within 12 months or less from the date of the licensed physician's
     statement.  You  must  provide  us with a  licensed  physician's  statement
     containing the terminal illness diagnosis and the date the terminal illness
     was initially diagnosed.

o    Withdrawals  you make if you or the annuitant  become  disabled  within the
     meaning of IRC Section  72(m)(7)  after your  contract  date.  The disabled
     person must also be receiving Social Security disability or state long term
     disability  benefits.  The disabled person must be age 70 or younger at the
     time of  withdrawal.  You must  provide  us with a signed  letter  from the
     disabled person stating that he or she meets the above criteria,  a legible
     photocopy  of Social  Security  disability  or state  long term  disability
     benefit payments and the application for such payments.

o    Withdrawals you make once a year if you or the annuitant become  unemployed
     at least one year after your contract's  date, up to the following  amounts
     each year:

(a)  25% of your prior anniversary contract value (or $10,000 if greater) if the
     unemployment condition is met for at least 30 straight days; or

(b)  50% of your prior anniversary contract value (or $10,000 if greater) if the
     unemployment condition is met for at least 180 straight days.

The  unemployment  condition  is met  if  the  unemployed  person  is  currently
receiving unemployment compensation from a government unit of the United States,
whether  federal or state.  You must  provide us with a signed  letter  from the
unemployed person stating that he or she meets the above criteria with a legible
photocopy of the  unemployment  benefit payments meeting the above criteria with
regard to dates.

<PAGE>

Possible  group  reductions:  In  some  cases  we  may  incur  lower  sales  and
administrative  expenses due to the size of the group, the average  contribution
and the use of group  enrollment  procedures.  In such cases,  we may be able to
reduce or eliminate the contract administrative and withdrawal charges. However,
we expect this to occur infrequently.

PREMIUM TAXES

Certain  state and local  governments  impose  premium taxes on us (up to 3.5%).
These  taxes  depend  upon  your  state of  residence  or the state in which the
contract  was sold.  Currently,  we deduct  any  applicable  premium  taxes when
annuity  payouts  begin,  but we reserve  the right to deduct  this tax at other
times such as when you make purchase payments or when you make a full withdrawal
from your contract.

<PAGE>

Valuing Your Investment

We value your accounts as follows:

FIXED ACCOUNTS

We value the amounts you  allocated to the fixed  accounts  directly in dollars.
The value of a fixed account equals:

o    the sum of your  purchase  payments and transfer  amounts  allocated to the
     one-year fixed account and the Guarantee Period Accounts;

o    plus any purchase payment credits allocated to the fixed accounts;

o    plus interest credited;

o    minus the sum of amounts  withdrawn after any applicable MVA (including any
     applicable withdrawal charges) and amounts transferred out;

o    minus any prorated contract administrative charge; and

o    minus any prorated  portion of the Guaranteed  Minimum Income Benefit Rider
     fee (if applicable).

SUBACCOUNTS

We convert amounts you allocated to the  subaccounts  into  accumulation  units.
Each  time you make a  purchase  payment  or  transfer  amounts  into one of the
subaccounts or we apply any purchase payment credits, we credit a certain number
of accumulation  units to your contract for that  subaccount.  Conversely,  each
time you take a partial withdrawal,  transfer amounts out of a subaccount, or we
assess a contract administrative charge or the Guaranteed Minimum Income Benefit
Rider  fee,  we  subtract  a certain  number  of  accumulation  units  from your
contract.

The  accumulation  units  are the  true  measure  of  investment  value  in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the fund in which the subaccount invests.  The dollar
value of each accumulation unit can rise or fall daily depending on the variable
account expenses, performance of the fund and on certain fund expenses.

Here is how we calculate accumulation unit values:

Number of units: to calculate the number of accumulation  units for a particular
subaccount, we divide your investment by the current accumulation unit value.

Accumulation unit value: the current accumulation unit value for each subaccount
equals the last value times the subaccount's current net investment factor.

<PAGE>

We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then

o    dividing that sum by the previous adjusted net asset value per share; and

o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee, the variable account administrative charge and the Enhanced Death
     Benefit Rider fee (if selected) from the result.

Because the net asset value of the fund may  fluctuate,  the  accumulation  unit
value  may  increase  or  decrease.  You  bear  all  the  investment  risk  in a
subaccount.

Factors that affect subaccount accumulation units: accumulation units may change
in two ways -- in number and in value.

The number of accumulation units you own may fluctuate due to:

o    additional purchase payments you allocate to the subaccounts;

o    any purchase payment credits allocated to the subaccounts;

o    transfers into or out of the subaccounts;

o    partial withdrawals;

o    withdrawal charges;

o    prorated portions of the contract administrative charge; and/or

o    prorated  portions of the  Guaranteed  Minimum Income Benefit Rider fee (if
     selected).

Accumulation unit values will fluctuate due to:

o    changes in funds' net asset value;

o    dividends distributed to the subaccounts;

o    capital gains or losses of funds;

o    fund operating expenses; and/or

o    mortality and expense risk fee, the variable account  administrative charge
     and the Enhanced Death Benefit Rider fee (if selected).

<PAGE>

Making the Most of Your Contract

AUTOMATED DOLLAR COST AVERAGING

Currently,  you can use  automated  transfers to take  advantage of  dollar-cost
averaging  (investing a fixed  amount at regular  intervals).  For example,  you
might transfer a set amount monthly from a relatively conservative subaccount to
a more aggressive one, or to several others,  or from the one-year fixed account
or the two-year  Guarantee Period Account to one or more subaccounts.  The three
to ten year Guarantee Period Accounts are not available for automated transfers.
You can also obtain the benefits of dollar-cost  averaging by setting up regular
automatic SIP payments. There is no charge for dollar-cost averaging.

This systematic  approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds.  Since you
invest the same amount each period,  you  automatically  acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.
<TABLE>
<CAPTION>

                                               How dollar-cost averaging works
<S>                             <C>                <C>            <C>                 <C>

                                 Month               Amount          Accumulation       Number of units
                                                    invested          unit value            purchased

 By investing an                 Jan                  $100                $20                 5.00
 equal number of
 dollars each month ...          Feb                   100                 18                 5.56

                                 Mar                   100                 17                 5.88

 you automatically               Apr                   100                 15                 6.67
 buy more units
 when the per unit               May                   100                 16                 6.25
 market price is low ...
                                 Jun                   100                 18                 5.56

                                 Jul                   100                 17                 5.88

                                 Aug                   100                 19                 5.26

 and fewer units                 Sep                   100                 21                 4.76
 when the per unit
 market price is high.           Oct                   100                 20                 5.00

</TABLE>
You paid an average price of only $17.91 per unit over the 10 months,  while the
average market price actually was $18.10.

Dollar-cost  averaging does not guarantee that any subaccount will gain in value
nor will it protect  against a decline in value if market  prices fall.  Because
dollar-cost  averaging involves continuous  investing,  your success will depend
upon your  willingness to continue to invest  regularly  through  periods of low
price  levels.  Dollar-cost  averaging can be an effective way to help meet your
long-term goals. For specific features contact your sales representative.

ASSET REBALANCING

You can ask us in writing to automatically  rebalance the subaccount  portion of
your contract value either quarterly,  semi-annually or annually. The period you
select  will  start to run on the date we  record  your  request.  On the  first
valuation date of each of these periods,  we  automatically  will rebalance your
contract  value  so that the  value  in each  subaccount  matches  your  current
subaccount percentage allocations. These percentage allocations must be in whole
numbers.  Asset  rebalancing  does not apply to the fixed accounts.  There is no
charge for asset rebalancing. The contract value must be at least $2,000.

You can change your  percentage  allocations or your  rebalancing  period at any
time by contacting  us in writing.  We will restart the  rebalancing  period you
selected as of the date we record your change. You also can ask us in writing to
stop  rebalancing  your contract value.  You must allow 30 days for us to change
any  instructions  that  currently are in place.  For more  information on asset
rebalancing, contact your sales representative.

<PAGE>

TRANSFERRING MONEY BETWEEN ACCOUNTS

You may  transfer  money  from any one  subaccount,  or the fixed  accounts,  to
another subaccount before annuity payouts begin.  (Certain restrictions apply to
transfers  involving the one-year fixed  account.) We will process your transfer
on the valuation  date we receive your  request.  We will value your transfer at
the next accumulation unit value calculated after we receive your request. There
is no charge for transfers.  Before making a transfer,  you should  consider the
risks involved in switching  investments.  Transfers out of the Guarantee Period
Accounts  will be subject  to a MVA if done more than 30 days  before the end of
the Guarantee Period.

We may suspend or modify  transfer  privileges  at any time.  Excessive  trading
activity can disrupt fund management  strategy and increase expenses,  which are
borne  by all  contract  owners  who  allocated  purchase  payments  to the fund
regardless  of  their  transfer   activity.   We  may  apply   modifications  or
restrictions  in any  reasonable  manner to prevent  transfers  we believe  will
disadvantage other contract owners.

These modifications could include, but not be limited to:

o    requiring a minimum time period between each transfer;

o    not accepting  transfer requests of an agent acting under power of attorney
     on behalf of more than one contract owner; or

o    limiting  the dollar  amount that a contract  owner may transfer at any one
     time.

For  information  on  transfers  after  annuity  payouts  begin,  see  "Transfer
policies" below.

Transfer policies

o    Before annuity payouts begin, you may transfer  contract values between the
     subaccounts,  or from the  subaccounts  to the fixed  accounts at any time.
     However,  if you made a transfer  from the  one-year  fixed  account to the
     subaccounts,  you may not make a transfer from any  subaccount  back to the
     one-year fixed account for six months following that transfer.

o    You may transfer  contract  values from the one-year  fixed  account to the
     subaccounts  or the Guarantee  Period  Accounts once a year on or within 30
     days  before  or after  the  contract  anniversary  (except  for  automated
     transfers,  which can be set up at any time for  certain  transfer  periods
     subject to certain minimums). Transfers from the one-year fixed account are
     not subject to a MVA.

o    You may transfer  contract values from the Guarantee Period Accounts at any
     time.  Transfers made before the end of the Guarantee Period will receive a
     MVA, which may result in a gain or loss of contract value.

o    If we  receive  your  request  on or  within  30 days  before  or after the
     contract  anniversary date, the transfer from the one-year fixed account to
     the  subaccounts or the Guarantee  Period Accounts will be effective on the
     valuation date we receive it.

o    We will not accept  requests for transfers  from the one-year fixed account
     at any other time.

o    Once  annuity  payouts  begin,  you may not make  transfers  to or from the
     one-year fixed  account,  but you may make transfers once per contract year
     among the  subaccounts.  During the annuity payout  period,  we reserve the
     right to limit the number of subaccounts in which you may invest.

o    Once annuity payouts begin, you may not make any transfers to the Guarantee
     Period Accounts.

<PAGE>

HOW TO REQUEST A WITHDRAWAL

1 By letter:

Send  your  name,   contract   number,   Social   Security  Number  or  Taxpayer
Identification Number and signed request for a transfer or withdrawal to:

American Enterprise Life Insurance Company

829 AXP Financial Center

Minneapolis, MN 55474

Minimum amount
Transfers or withdrawals:    $500 or entire account balance

Maximum amount
Transfers or withdrawals:    Contract value or entire account balance

2 By automated transfers and automated partial withdrawals:

Your sales  representative  can help you set up  automated  transfers or partial
withdrawals among your subaccounts or fixed accounts.

You can start or stop this service by written request or other method acceptable
to us.  You must  allow  30 days  for us to  change  any  instructions  that are
currently in place.

o    Automated  transfers  from the  one-year  fixed  account  to any one of the
     subaccounts may not exceed an amount that, if continued,  would deplete the
     one-year fixed account within 12 months.

o    Automated  withdrawals  may be  restricted  by  applicable  law under  some
     contracts.

o    You  may  not  make  additional  purchase  payments  if  automated  partial
     withdrawals are in effect.

o    Automated partial  withdrawals may result in IRS taxes and penalties on all
     or part of the amount withdrawn.

Minimum amount
Transfers or withdrawals:    $100 monthly
                             $250 quarterly, semi-annually or annually

<PAGE>

3 By phone:

Call between 8 a.m. and 6 p.m. Central time:

1-800-333-3437

Minimum amount
Transfers or withdrawals:    $500 or entire account balance

Maximum amount
Transfers:                   Contract value or entire account balance
Withdrawals:                 $25,000

We answer telephone  requests  promptly,  but you may experience delays when the
call volume is unusually  high.  If you are unable to get through,  use the mail
procedure as an alternative.

We will honor any telephone transfer or withdrawal  requests that we believe are
authentic and we will use  reasonable  procedures to confirm that they are. This
includes  asking  identifying  questions and tape recording  calls.  We will not
allow a telephone  withdrawal  within 30 days of a phoned-in  address change. As
long as we follow the procedures, we (and our affiliates) will not be liable for
any loss resulting from fraudulent requests.

Telephone transfers and withdrawals are automatically available. You may request
that telephone  transfers and withdrawals not be authorized from your account by
writing to us.

GUARANTEED MINIMUM INCOME BENEFIT RIDER

An optional  Guaranteed  Minimum  Income  Benefit Rider may be available in many
jurisdictions for a separate annual charge,  (see "Charges -- Guaranteed Minimum
Income  Rider fee").  The rider  guarantees  a minimum  amount of fixed  annuity
lifetime  income  during the annuity  payout period if your contract has been in
force for at least ten years,  subject to the conditions  described  below.  The
rider  also  provides  you  the  option  of  variable  annuity  payouts,  with a
guaranteed minimum initial payment. This rider is only available at the time you
purchase  your  contract if you also select the  Enhanced  Death  Benefit  Rider
option.

In some  instances,  we may allow you to add this rider if it was not  available
when you initially  purchased your contract.  In these  instances,  we would add
this rider at the next  contract  anniversary  and all  conditions  of the rider
would use this date as the effective date.

This rider does not create  contract  value or guarantee the  performance of any
investment  option.  Fixed  annuity  payouts  under the terms of this rider will
occur at the guaranteed  annuity purchase rates stated in the contract.  We base
first year payments from the variable  annuity  payout option offered under this
rider on the same factors as the fixed annuity payout option. We base subsequent
payments on the initial payment and an assumed annual return of 5%. Because this
rider is based on guaranteed  actuarial factors for the fixed option,  the level
of fixed lifetime  income it guarantees may be less than the level that would be
provided  by  applying  the then  current  annuity  factors.  Likewise,  for the
variable annuity payout option, we base the rider on more  conservative  factors
resulting in a lower  initial  payment and lower  lifetime  payments  than those
provided otherwise if the same benefit base were used.  However,  the Guaranteed
Income Benefit Base described below establishes a floor,  which when higher than
the contract value, can result in a higher annuity payout level. Thus, the rider
is a guarantee of a minimum amount of annuity income.

<PAGE>

The Guaranteed Income Benefit Base is equal to the Enhanced Death Benefit if:

o    the Guaranteed  Minimum Income Rider became effective on the contract date,
     and

o    all payments are recognized in the benefit base.

The  Guaranteed  Income Benefit Base,  less any  applicable  premium tax, is the
value that will be used to  determine  minimum  annuity  payouts if the rider is
exercised.

We reserve the right to exclude subsequent payments and purchase payment credits
paid in the last five years before  exercise of the benefit,  in the calculation
of the Guaranteed  Income Benefit Base. We would do so only if such payments and
credits total  $50,000 or more or if they are 25% or more of total  payments and
credits paid into the contract.

If we exclude such  payments and credits,  the  Guaranteed  Income  Benefit Base
would be calculated as the greatest of:

(a)  contract value less "market value adjusted prior five years of payments and
     purchase payment credits";

(b)  total  payments  and  purchase  payment  credits  less  prior five years of
     payments and purchase payment credits, less adjusted partial withdrawals;

(c)  Maximum  anniversary  value  immediately  preceding the date of settlement,
     plus  payments  and  minus   adjusted   partial   withdrawals   since  that
     anniversary,  less the "market value  adjusted prior five years of payments
     and purchase payment credits"; or

(d)  the  Variable  account 5% floor,  less the 5% adjusted  prior five years of
     payments and purchase payment credits.

"Market  value  adjusted  prior  five years of  payments  and  purchase  payment
credits" are calculated as the sum of each such payment or credit, multiplied by
the ratio of the current contract value over the estimated contract value on the
anniversary  prior to such payment or credit.  The estimated  contract  value at
such  anniversary is calculated by assuming that  payments,  credits and partial
withdrawals occurring in a contract year take place at the beginning of the year
for that anniversary and every year after that to the current contract year.

"5%  Adjusted  prior five years of payments and  purchase  payment  credits" are
calculated as the sum of each payment or payment  credit  accumulated  at 5% for
the number of full contract years they have been in the contract.

Conditions on election of the rider:

o    you must elect the rider at the time you purchase your contract  along with
     the Enhanced Death Benefit Rider option, and

o    the annuitant must be age 75 or younger on the contract date.

Fund selection to continue the rider: You may allocate your purchase payments to
any of the subaccounts or the fixed accounts.  However,  we reserve the right to
limit the amount in the Wells Fargo Money Market Fund to 10% of the total amount
in the  subaccounts.  If we are required to activate this  restriction,  and you
have  more  than 10% of your  subaccount  value in this  fund,  we will send you
notice and ask that you reallocate your contract value so that the limitation is
satisfied  within 60 days. If after 60 days the limitation is not satisfied,  we
will terminate the rider.

<PAGE>

Exercising the rider:

o    you may  only  exercise  the  rider  within  30  days  after  any  contract
     anniversary  following the expiration of a ten-year waiting period from the
     effective date of the rider, and

o    the annuitant on the  retirement  date must be between 50 and 86 years old,
     and

o    you can only take an annuity payout in one of the following  annuity payout
     plans:

     --   Plan A -- Life Annuity - no refund

     --   Plan B -- Life Annuity with ten years certain

     --   Plan D -- Joint and last survivor life annuity - no refund

Contingent  event  benefits:  If the annuitant  satisfies the conditions for the
waiver of withdrawal  charges in the event of disability,  terminal illness or a
confinement  in a nursing home or hospital (see "Charges -- Waiver of withdrawal
charges") you can exercise the rider at any time. In this event, you can take up
to 50% of the Guaranteed Income Benefit Base in cash. You can use the balance of
the  Guaranteed  Income  Benefit Base for annuity  payouts under the terms above
with regard to annuitant age at retirement  date,  the annuity  payout plans and
the more conservative annuity factors. You can also change the annuitant for the
payouts.

Terminating the rider:

o    You may  terminate  the  rider  within  30 days  after  the first and fifth
     anniversary of the effective date of the rider.

o    You may  terminate  the rider any time after the tenth  anniversary  of the
     effective date of the rider.

o    The rider will  terminate on the date you make a full  withdrawal  from the
     contract,  or annuity payouts begin, or on the date that a death benefit is
     payable.

o    The rider will terminate on the contract  anniversary after the annuitant's
     86th birthday.

Example:

o    You purchase the contract  with a payment of $100,000 on Jan. 1, 2000,  and
     we add a $2,000 purchase payment credit to the contract.

o    There are no additional purchase payments and no partial withdrawals.

o    The money is fully allocated to the subaccounts.

o    The  annuitant is male and age 55 on the contract  date.  For the joint and
     last survivor option (annuity payout Plan D), the joint annuitant is female
     and age 55 on the contract date.

o    The  Guaranteed  Income  Benefit Base is based on the  Variable  account 5%
     floor.

o    The contract is within 30 days after contract anniversary.

If the Guaranteed  Minimum Income Benefit Rider is exercised,  the minimum fixed
annuity  monthly payout or the first year variable  annuity monthly payout would
be:
<TABLE>
<CAPTION>

                                     Fixed Annuity Payout Options
                                    Minimum Guaranteed Annual Income
<S>           <C>            <C>               <C>                <C>

                                Plan A --             Plan B --             Plan D --
Contract        Minimum                                             Joint and last survivor
Anniversary    Guaranteed    Life Annuity -     Life Annuity with     life annuity -
At Exercise  Benefit Base     no refund          ten years certain      no refund
   10          $166,147       $856.63                  $842.37           $689.51
   15          $212,051     $1,263.82                $1,204.45           $977.55

</TABLE>

After the first year payments,  lifetime income  payments on a variable  annuity
payout option will depend on the investment  performance of the  subaccounts you
select. The payments will be higher if investment  performance is greater than a
5% annual  return and lower if investment  performance  is less than a 5% annual
return.

<PAGE>

Withdrawals

You may withdraw all or part of your contract at any time before annuity payouts
begin by  sending  us a written  request or  calling  us. We will  process  your
withdrawal  request on the valuation date we receive it. For total  withdrawals,
we will compute the value of your contract at the next  accumulation  unit value
calculated after we receive your request. We may ask you to return the contract.
You may have to pay charges (see "Charges --  Withdrawal  charge") and IRS taxes
and penalties (see "Taxes").  You cannot make withdrawals  after annuity payouts
begin  except  under Plan E (see "The Annuity  Payout  Period -- Annuity  payout
plans").

WITDRAWAL POLICIES

If you have a  balance  in more  than one  account  and you  request  a  partial
withdrawal,  we will withdraw money from all your  subaccounts  and/or the fixed
accounts in the same proportion as your value in each account correlates to your
total contract value, unless you request otherwise.

RECEIVING PAYMENT

By regular or express mail:

o    payable to owner;

o    mailed to address of record.

NOTE: We will charge you a fee if you request express mail delivery.

Normally,  we will send the  payment  within  seven  days after  receiving  your
request. However, we may postpone the payment if:

- --   the  withdrawal  amount  includes  a  purchase  payment  check that has not
     cleared;

- --   the NYSE is closed, except for normal holiday and weekend closings;

- --   trading on the NYSE is restricted, according to SEC rules;

- --   an  emergency,  as  defined  by SEC  rules,  makes it  impractical  to sell
     securities or value the net assets of the accounts; or

- --   the SEC permits us to delay payment for the protection of security holders.

<PAGE>

Changing Ownership

You may change ownership of your nonqualified  annuity at any time by completing
a change of ownership  form we approve and sending it to our office.  The change
will  become  binding  upon us when we receive  and record it. We will honor any
change  of  ownership  request  that we  believe  is  authentic  and we will use
reasonable procedures to confirm authenticity. If we follow these procedures, we
will not take any responsibility for the validity of the change.

If you have a  nonqualified  annuity,  you may incur  income  tax  liability  by
transferring, assigning or pledging any part of it. (See "Taxes.")

If you have a qualified annuity, you may not sell, assign, transfer, discount or
pledge  your  contract  as  collateral  for a  loan,  or  as  security  for  the
performance  of an  obligation  or for any other  purpose  except as required or
permitted  by the Code.  However,  if the owner is a trust or  custodian,  or an
employer  acting  in  a  similar  capacity,  ownership  of  a  contract  may  be
transferred to the annuitant.

Benefits in Case of Death

We will pay the death benefit to your beneficiary upon the earlier of your death
or the  annuitant's  death.  We will base the benefit paid on the death  benefit
coverage you selected when you  purchased  the contract.  If a contract has more
than one person as the owner,  we will pay benefits upon the first to die of any
owner or the annuitant.

If you or the annuitant die before annuity  payouts begin while this contract is
in force,  we will pay the  beneficiary  the greatest of the following  less any
purchase payment credits added to the contract in the last 12 months:

1.   the contract value; or

2.   the total purchase payments paid plus purchase payment credits and less any
     "adjusted partial withdrawals"; or

3.   the "maximum  anniversary  value"  immediately  preceding the date of death
     plus the dollar amount of any payments since that anniversary plus purchase
     payment  credits and minus any "adjusted  partial  withdrawals"  since that
     anniversary.

If you own the contract in joint  tenancy with rights of  survivorship,  we will
pay benefits upon the first to die of either you or the annuitant.

Adjusted partial withdrawals:  We calculate an "adjusted partial withdrawal" for
each partial withdrawal as the product of (a) times (b) where:

(a)  is the  ratio  of the  amount  of the  partial  withdrawal  (including  any
     applicable  withdrawal  charge) to the  contract  value on the date of (but
     prior to) the partial withdrawal; and

(b)  is the death benefit on the date of (but prior to) the partial withdrawal.

Maximum  anniversary  value:  Each contract  anniversary prior to the earlier of
your or the annuitant's 81st birthday,  we calculate the anniversary value which
is the greater of:

(a)  the contract value on that anniversary; or

(b)  total purchase  payments made to the contract plus purchase payment credits
     and minus any "adjusted partial withdrawals."

The "maximum  anniversary  value" is equal to the greatest of these  anniversary
values.

After your or the annuitant's 81st birthday,  the death benefit  continues to be
the death  benefit  value as of that  date,  plus any  subsequent  payments  and
purchase payment credits and minus any "adjusted partial withdrawals."

<PAGE>

Example:

o    You purchase the contract with a payment of $20,000 on Jan. 1, 2000. We add
     purchase a payment credit of $400 to the contract.

o    On Jan. 1, 2001 (the first contract  anniversary)  the contract value grows
     to $24,000.

o    On March 1, 2001 the  contract  value falls to $22,000,  at which point you
     take a $1,500 partial withdrawal, leaving a contract value of $20,500.

We calculate the death benefit on March 1, 2001 as follows:

The "maximum anniversary value:"                                    $24,000.00
(the greatest of the anniversary values which
was the contract value on Jan. 1, 2001)

plus any purchase payments paid since that anniversary:          +        0.00

minus any "adjusted partial withdrawal" taken since that
anniversary, calculated as:    1,500 x 24,000    =               -    1,636.36
                                   22,000

for a death benefit of:                                             $22,363.64

ENHANCED DEATH BENEFIT RIDER

If this rider is available in your state and both you and the  annuitant are age
79 or younger on the  contract  date,  you may choose to add this benefit to you
contract.  This rider  provides that if you or the annuitant die before  annuity
payouts begin while this contract is in force,  we will pay the  beneficiary the
greatest of the following amounts less any purchase payment credits added in the
last 12 months:

1.   the contract value; or

2.   the total purchase payments paid plus purchase payment credits and less any
     "adjusted partial withdrawals"; or

3.   the "maximum  anniversary  value"  immediately  preceding the date of death
     plus the dollar amount of any payments since that anniversary plus purchase
     payment  credits and minus any "adjusted  partial  withdrawals"  since that
     anniversary; or

4.   the Variable account 5% floor

The variable account 5% floor

The Variable account 5% floor is the sum of the value in the fixed accounts plus
the variable account floor. On each contract anniversary prior to the earlier of
your or the annuitant's 81st birthday, we increase the variable account floor by
accumulating  the  prior  anniversary's  floor  at  5%.  On the  first  contract
anniversary,  the floor is increased by 5% of the accumulated  initial  purchase
payments plus purchase payment credits allocated to the subaccounts.  On any day
that you  allocate  additional  amounts to, or  withdraw  or  transfer  from the
subaccounts,   we  adjust  the  floor  by  adding  the  additional  amounts  and
subtracting the "adjusted partial withdrawals" or "adjusted transfers."

After  the  contract  anniversary  immediately  following  either  your  or  the
annuitant's  81st  birthday,  the  Variable  account  floor is the floor on that
anniversary   increased  by  additional   purchase   payments  made  since  that
anniversary plus purchase  payment credits and reduced by any "adjusted  partial
withdrawals" since that anniversary.

<PAGE>

For  the  Variable  account  5%  floor,  we  calculate  the  "adjusted   partial
withdrawals" or "adjusted transfers" as the result of (a) times (b) where:

(a)  is the ratio of the amount of withdrawal (including any withdrawal charges)
     or transfer from the  subaccounts to the total value in the  subaccounts on
     the date of (but prior to) the withdrawal or transfer.

(b)  is the variable  account floor on the date of (but prior to) the withdrawal
     or transfer.

Example:

o    You purchase the contract  with a payment of $20,000 on Jan. 1, 2000 and we
     add a $400 purchase payment credit to the contract with $5,100 allocated to
     the one-year fixed account and $15,300 allocated to the subaccounts.

o    On Jan.  1, 2001 (the  first  contract  anniversary),  the  one-year  fixed
     account value is $5,200 and the subaccount value is $12,000. Total contract
     value is $17,200.

o    On March 1,  2001,  the  one-year  fixed  account  value is $5,300  and the
     subaccount  value is $14,000.  Total contract value is $19,300.  You take a
     $1,500 partial  withdrawal all from the  subaccounts,  leaving the contract
     value at $17,800.

We calculate the death benefit on March 1, 2001 as follows:

The "maximum anniversary value"
(the purchase payment plus purchase payment credits):                $20,400.00

plus any purchase payment paid since that anniversary:             +       0.00

minus any "adjusted partial withdrawal" taken since that anniversary,
calculated as: (1,500 x 20,400)
                    19,300                   =                     -   1,585.49

Maximum anniversary value benefit                                    $18,814.51

The variable account floor on Jan. 1, 2001,
calculated as:
                1.05 x 15,300               =                        $16,065.00

plus any purchase payments paid since that anniversary:            +       0.00

minus any "adjusted partial withdrawals" from the subaccounts,
calculated as:      1,500 x 16,065         =
                        14,000                                     -  $1,721.25

Variable account floor benefit                                       $14,343.75

plus the one-year fixed account value                              +   5,300.00

Variable  account 5% floor,
calculated  as the one-year  fixed account plus the
Variable account floor benefit                                       $19,643.75

Enhanced  Death  Benefit,  calculated as the greater
of the Maximum  anniversary value  benefit and the
Variable  account 5% floor,  minus any  purchase  payment
credits made in the last 12 months ($0)                              $19,643.75

<PAGE>

If your spouse is sole  beneficiary and you die before the retirement date, your
spouse may keep the contract as owner with the contract value equal to the death
benefit that would have otherwise been paid. To do this your spouse must, within
60 days after we receive proof of death,  give us written  instructions  to keep
the contract in force.  There will be no withdrawal charges on the contract from
that point forward unless additional  purchase payments are made. The Guaranteed
Minimum Income Benefit Rider, if selected, is then terminated.

Payments:  Under a nonqualified annuity, we will pay the beneficiary in a single
sum unless you give us other written instructions.  We must fully distribute the
death benefit  within five years of your death.  However,  the  beneficiary  may
receive payouts under any annuity payout plan available under this contract if:

o    the beneficiary asks us in writing within 60 days after we receive proof of
     death; and

o    payouts  begin no later than one year after  your  death,  or other date as
     permitted by the Code; and

o    the payout  period does not extend  beyond the  beneficiary's  life or life
     expectancy.

When paying the  beneficiary,  we will process the death claim on the  valuation
date  our  death  claim  requirements  are  fulfilled.  We  will  determine  the
contract's value at the next  accumulation unit value calculated after our death
claim  requirements  are  fulfilled.  We pay interest,  if any, from the date of
death at a rate no less  than  required  by law.  We will  mail  payment  to the
beneficiary within seven days after our death claim requirements are fulfilled.

Other rules may apply to qualified annuities. (See "Taxes.")

<PAGE>

The Annuity Payout Period

As owner of the  contract,  you have the right to decide how and to whom annuity
payouts will be made starting at the retirement  date. You may select one of the
annuity  payout plans outlined  below,  or we may mutually agree on other payout
arrangements.  We do not deduct any  withdrawal  charges  under the payout plans
listed below.

You also  decide  whether we will make  annuity  payouts on a fixed or  variable
basis, or a combination of fixed and variable. The amounts available to purchase
payouts under the plan you select is the contract value on your  retirement date
(less any applicable premium tax). You may reallocate this contract value to the
one-year  fixed  account  to  provide  fixed  dollar  payouts  and/or  among the
subaccounts  to provide  variable  annuity  payouts.  During the annuity  payout
period, we reserve the right to limit the number of subaccounts in which you may
invest.  The  Guarantee  Period  Accounts are not  available  during this payout
period.

Amounts of fixed and variable payouts depend on:

o    the annuity payout plan you select;

o    the annuitant's age and, in most cases, sex;

o    the annuity table in the contract; and

o    the amounts you allocated to the accounts at settlement.

In  addition,  for  variable  payouts  only,  amounts  depend on the  investment
performance of the subaccounts you select. These payouts will vary from month to
month because the performance of the funds will fluctuate. (In the case of fixed
annuities, payouts remain the same from month to month.)

For information with respect to transfers between accounts after annuity payouts
begin, see "Making the Most of Your Contract -- Transfer policies."

<PAGE>

ANNUITY TABLE

The annuity table in your contract shows the amount of the first monthly payment
for each $1,000 of contract value according to the age and, when applicable, the
sex of the  annuitant.  (Where  required by law,  we will use a unisex  table of
settlement  rates.) The table assumes that the contract value is invested at the
beginning of the annuity  payout period and earns a 5% rate of return,  which is
reinvested and helps to support future payouts.

SUBSTITUTION OF 3.5% TABLE

If you ask us at least 30 days before the retirement date, we will substitute an
annuity table based on an assumed 3.5%  investment  rate for the 5% table in the
contract.  The  assumed  investment  rate  affects  both the amount of the first
payout and the extent to which subsequent  payouts  increase or decrease.  Using
the 5% table  results  in a higher  initial  payment,  but  later  payouts  will
increase  more slowly when annuity  unit values rise and  decrease  more rapidly
when they decline.

ANNUITY PAYOUT PLANS

You may  choose  any one of these  annuity  payout  plans by giving  us  written
instructions  at least 30 days before  contract  values are used to purchase the
payout plan:

o    Plan A -- Life  annuity - no  refund:  We make  monthly  payouts  until the
     annuitant's death.  Payouts end with the last payout before the annuitant's
     death.  We will  not make  any  further  payouts.  This  means  that if the
     annuitant dies after we made only one monthly payout,  we will not make any
     more payouts.

o    Plan B -- Life annuity with five, ten or 15 years certain:  We make monthly
     payouts for a guaranteed  payout  period of five,  ten or 15 years that you
     elect.  This election will determine the length of the payout period to the
     beneficiary if the annuitant  should die before the elected period expires.
     We calculate the guaranteed  payout period from the retirement date. If the
     annuitant  outlives the elected  guaranteed payout period, we will continue
     to make payouts until the annuitant's death.

o    Plan C -- Life annuity - installment  refund: We make monthly payouts until
     the  annuitant's  death,  with our guarantee that payouts will continue for
     some period of time. We will make payouts for at least the number of months
     determined  by dividing the amount  applied  under this option by the first
     monthly payout, whether or not the annuitant is living.

o    Plan D -- Joint and last survivor life annuity - no refund: We make monthly
     payouts  while both the  annuitant  and a joint  annuitant  are living.  If
     either annuitant dies, we will continue to make monthly payouts at the full
     amount  until the death of the  surviving  annuitant.  Payouts end with the
     death of the second annuitant.

o    Plan E -- Payouts for a specified  period:  We make  monthly  payouts for a
     specific  payout  period of ten to 30 years  that you  elect.  We will make
     payouts  only for the number of years  specified  whether the  annuitant is
     living or not.  Depending on the selected  time period,  it is  foreseeable
     that an annuitant can outlive the payout period selected. During the payout
     period,  you can  elect  to have us  determine  the  present  value  of any
     remaining  variable  payouts and pay it to you in a lump sum. We  determine
     the present  value of the  remaining  annuity  payouts which are assumed to
     remain level at the initial payment. If the initial contract had a six-year
     withdrawal  charge  schedule,  the discount rate we use in the  calculation
     will vary  between  5.32% and 6.82%  depending  on the  applicable  assumed
     investment  rate.  If the original  contract had an  eight-year  withdrawal
     charge  schedule,  the discount  rate we use in the  calculation  will vary
     between  5.07% and 6.57%  depending on the  applicable  assumed  investment
     rate. (See "Charges -- Withdrawal charge under Annuity Payout Plan E.") You
     can also take a portion of the discounted  value once a year. If you do so,
     your monthly  payouts will be reduced by the proportion of your  withdrawal
     to the full discounted value. A 10% IRS penalty tax could apply if you take
     a withdrawal. (See "Taxes.")

<PAGE>

Restrictions  for  some  tax-deferred  retirement  plans:  If  you  purchased  a
qualified annuity, you may be required to select a payout plan that provides for
payouts:

o    over the life of the annuitant;

o    over the joint lives of the annuitant and a designated beneficiary;

o    for a period not exceeding the life expectancy of the annuitant; or

o    for a period not exceeding the joint life expectancies of the annuitant and
     a designated beneficiary.

You have the  responsibility  for electing a payout plan that complies with your
contract and with applicable law.

If we do not receive instructions: You must give us written instructions for the
annuity payouts at least 30 days before the annuitant's  retirement date. If you
do not, we will make payouts under Plan B, with 120 monthly payouts  guaranteed.
Contract  values that you  allocated to the one-year  fixed account will provide
fixed  dollar  payouts  and  contract   values  that  you  allocated  among  the
subaccounts will provide variable annuity payouts.

If  monthly  payouts  would be less than $20:  We will  calculate  the amount of
monthly  payouts  at the time the  contract  value is used to  purchase a payout
plan. If the  calculations  show that monthly payouts would be less than $20, we
have the right to pay the  contract  value to you in a lump sum or to change the
frequency of the payouts.

DEATH AFTER ANNUITY PAYOUTS BEGIN

If you or the annuitant die after annuity  payouts begin, we will pay any amount
payable to the beneficiary as provided in the annuity payout plan in effect.

<PAGE>

Taxes

Generally,  under current law, your  contract has a tax deferral  feature.  This
means any  increase in the value of the fixed  accounts  and/or  subaccounts  in
which you invest is taxable to you only when you receive a payout or  withdrawal
(see  detailed  discussion  below).  Any portion of the annuity  payouts and any
withdrawals you request that represent ordinary income normally are taxable.  We
will send you a tax  information  reporting form for any year in which we made a
taxable  distribution  according  to our  records.  Roth  IRAs  may  grow and be
distributed tax free if you meet certain distribution requirements.

Annuity payouts under nonqualified  annuities:  A portion of each payout will be
ordinary  income  and  subject  to tax,  and a portion  of each  payout  will be
considered  a return  of part of your  investment  and will  not be  taxed.  All
amounts you receive  after your  investment  in the contract is fully  recovered
will be subject to tax.

Tax law requires that all nonqualified  deferred annuity contracts issued by the
same company (and possibly its  affiliates)  to the same owner during a calendar
year be taxed as a single, unified contract when you take distributions from any
one of those contracts.

Qualified annuities: Your contract may be used to fund a tax-deferred retirement
plan that is already  tax-deferred under the Code. The contract will not provide
any necessary or additional tax deferral if it is used to fund a retirement plan
that is tax-deferred. Special rules apply to these retirement plans. Your rights
to benefits may be subject to the terms and conditions of these retirement plans
regardless of the terms of the contract.

Adverse tax  consequences  may result if you do not ensure  that  contributions,
distributions  and other  transactions  under the contract  comply with the law.
Qualified  annuities have minimum  distribution rules that govern the timing and
amount of  distributions  during your life (except for Roth IRAs) and after your
death. You should refer to your retirement plan or adoption agreement or consult
a tax advisor for more information about your distribution rules.

Annuity payouts under qualified  annuities (except Roth IRAs): Under a qualified
annuity,  the entire payout  generally is  includable as ordinary  income and is
subject to tax except to the extent that  contributions were made with after-tax
dollars.  If you or your employer  invested in your contract with  deductible or
pre-tax dollars as part of a tax-deferred  retirement plan, such amounts are not
considered to be part of your  investment in the contract and will be taxed when
paid to you.

Purchase  payment  credits:   These  are  considered   earnings  and  are  taxed
accordingly.

Withdrawals:  If you withdraw part or all of your  contract  before your annuity
payouts  begin,  your  withdrawal  payment  will be taxed to the extent that the
value  of  your  contract   immediately   before  the  withdrawal  exceeds  your
investment.  You also may have to pay a 10% IRS penalty for withdrawals you make
before  reaching  age 591/2  unless  certain  exceptions  apply.  For  qualified
annuities,  other  penalties may apply if you withdraw your contract before your
plan specifies that you can receive payouts.

Death benefits to  beneficiaries:  The death benefit under a contract  (except a
Roth  IRA)  is  not  tax-exempt.  Any  amount  your  beneficiary  receives  that
represents  previously  deferred  earnings  within  the  contract  is taxable as
ordinary income to the beneficiary in the years he or she receives the payments.
The death benefit  under a Roth IRA generally is not taxable as ordinary  income
to the beneficiary if certain distribution requirements are met.

Annuities  owned by  corporations,  partnerships  or  trusts:  For  nonqualified
annuities  any annual  increase in the value of annuities  held by such entities
generally will be treated as ordinary  income  received  during that year.  This
provision is effective for purchase payments made after Feb. 28, 1986.  However,
if the trust was set up for the  benefit of a natural  person  only,  the income
will remain tax-deferred.

<PAGE>

Penalties: If you receive amounts from your contract before reaching age 59 1/2,
you may have to pay a 10% IRS penalty on the amount  includable in your ordinary
income.  However,  this penalty will not apply to any amount  received by you or
your beneficiary:

o    because of your death;

o    because you become disabled (as defined in the Code);

o    if the  distribution  is part of a series of  substantially  equal periodic
     payments,  made at least  annually,  over your life or life  expectancy (or
     joint lives or life expectancies of you and your beneficiary); or

o    if it is  allocable  to an  investment  before Aug.  14,  1982  (except for
     qualified annuities).

For a qualified  annuity,  other  penalties or exceptions  may apply if you make
withdrawals  from your contract  before your plan  specifies that payouts can be
made.

Withholding, generally: If you receive all or part of the contract value, we may
deduct  withholding  against  the taxable  income  portion of the  payment.  Any
withholding  represents  a  prepayment  of your tax due for the  year.  You take
credit for these amounts on your annual tax return.

If the  payment is part of an annuity  payout  plan,  we  generally  compute the
amount of withholding using payroll tables.  You may provide us with a statement
of how many exemptions to use in calculating the withholding.  As long as you've
provided  us with a valid  Social  Security  Number or  Taxpayer  Identification
Number, you can elect not to have any withholding occur.

If the  distribution  is any other  type of  payment  (such as a partial or full
withdrawal), we compute withholding using 10% of the taxable portion. Similar to
above,  as long as you have provided us with a valid Social  Security  Number or
Taxpayer  Identification  Number,  you can elect  not to have  this  withholding
occur.

Some  states  also  impose  withholding  requirements  similar  to  the  federal
withholding  described  above.  If this should be the case,  we may deduct state
withholding  from any  payment  from which we deduct  federal  withholding.  The
withholding  requirements  may  differ if we are  making  payment  to a non-U.S.
citizen or if we deliver the payment outside the United States.

Transfer of ownership of a nonqualified  annuity: If you transfer a nonqualified
annuity without  receiving  adequate  consideration,  the transfer is a gift and
also may be a  withdrawal  for  federal  income tax  purposes.  If the gift is a
currently  taxable  event for income tax  purposes,  the original  owner will be
taxed on the amount of deferred  earnings at the time of the  transfer  and also
may be subject to the 10% IRS penalty discussed  earlier.  In this case, the new
owner's investment in the contract will be the value of the contract at the time
of the transfer.

Collateral  assignment of a nonqualified  annuity: If you collaterally assign or
pledge your contract, earnings on purchase payments you made after Aug. 13, 1982
will be taxed to you like a withdrawal.

Important: Our discussion of federal tax laws is based upon our understanding of
current   interpretations   of  these   laws.   Federal   tax  laws  or  current
interpretations of them may change. For this reason and because tax consequences
are complex and highly  individual and cannot always be anticipated,  you should
consult a tax advisor if you have any questions about taxation of your contract.

Tax qualification: We intend that the contract qualify as an annuity for federal
income tax  purposes.  To that end,  the  provisions  of the  contract are to be
interpreted to ensure or maintain such tax qualification,  in spite of any other
provisions  of the  contract.  We  reserve  the right to amend the  contract  to
reflect any  clarifications  that may be needed or are  appropriate  to maintain
such  qualification or to conform the contract to any applicable  changes in the
tax qualification requirements. We will send you a copy of any amendments.

<PAGE>

Voting Rights

As a  contract  owner  with  investments  in the  subaccounts,  you may  vote on
important fund policies until annuity payouts begin. Once they begin, the person
receiving  them has voting  rights.  We will vote fund shares  according  to the
instructions of the person with voting rights.

Before  annuity  payouts  begin,  the number of votes you have is  determined by
applying  your  percentage  interest in each  subaccount  to the total number of
votes allowed to the subaccount.

After annuity payouts begin, the number of votes you have is equal to:

o    the reserve held in each subaccount for your contract;

o    divided by the net asset value of one share of the applicable fund.

As we make annuity payouts,  the reserve for the contract decreases;  therefore,
the number of votes also will decrease.

We  calculate  votes  separately  for each  subaccount.  We will send  notice of
shareholders'  meetings,  proxy materials and a statement of the number of votes
to which  the  voter is  entitled.  We will  vote  shares  for which we have not
received  instructions in the same proportion as the votes for which we received
instructions.  We also will vote the shares for which we have  voting  rights in
the same proportion as the votes for which we received instructions.

<PAGE>

Substitution of Investments

We may substitute the funds in which the subaccounts invest if:

o    laws or regulations change,

o    existing funds become unavailable, or

o    in our judgment, the funds no longer are suitable for the subaccounts.

If any of these situations occur and if we believe it is in the best interest of
persons having voting rights under the contract, we have the right to substitute
funds other than those currently listed in this prospectus for other funds.

We may also:

o    add new subaccounts;

o    combine any two or more subaccounts;

o    add subaccounts investing in additional funds;

o    transfer assets to and from the subaccounts or the variable account; and

o    eliminate or close any subaccounts.

In the event of substitution or any of these changes,  we may amend the contract
and take whatever  action is necessary and  appropriate  without your consent or
approval.  However,  we will not make any  substitution  or change  without  the
necessary  approval of the SEC and state insurance  departments.  We will notify
you of any substitution or change.

<PAGE>

About the Service Providers

PRINCIPAL UNDERWRITER

American  Express  Financial  Advisors  Inc.  (AEFA)  serves  as  the  principal
underwriter  for the  contract.  Its  office are  located  at 200 AXP  Financial
Center,  Minneapolis,  MN 55474.  AEFA is a wholly-owned  subsidiary of American
Express  Financial  Corporation  (AEFC) which is a  wholly-owned  subsidiary  of
American Express Company.

The contracts  will be  distributed  by  broker-dealers  which have entered into
distribution agreements with AEFA and American Enterprise Life.

We pay commissions  for sales of the contracts of up to 7% of purchase  payments
to  insurance  agencies  or  broker-dealers  that are also  insurance  agencies.
Sometimes we pay the  commissions  as a combination  of a certain  amount of the
commission  at the time of sale and a trail  commission  (which,  when  totaled,
could exceed 7% of purchase payments).  In addition,  we may pay certain sellers
additional  compensation for selling and  distribution  activities under certain
circumstances.  From  time to time,  we will  pay or  permit  other  promotional
incentives, in cash or credit or other compensation.

Other  contracts  issued by American  Enterprise  Life that are not described in
this  prospectus  may  be  available  through  your  sales  representative.  The
features,  investment options, sales charges and expenses of the other contracts
are different than those of this contract.  Therefore, the contract values under
the other  contracts  may be  different  than your  contract  value  under  this
contract.  In addition,  sales commissions for the other contracts may be higher
or lower than sales commissions for this contract.

ISSUER

American  Enterprise  Life issues the annuities.  American  Enterprise Life is a
wholly-owned subsidiary of IDS Life, which is a wholly-owned subsidiary of AEFC.
AEFC is a wholly-owned subsidiary of American Express Company.  American Express
Company is a financial services company principally engaged through subsidiaries
(in  addition  to AEFC) in travel  related  services,  investment  services  and
international banking services.

American  Enterprise  Life is a stock life insurance  company  organized in 1981
under the laws of the state of Indiana.  Our administrative  offices are located
at 829 AXP Financial Center, Minneapolis, MN 55474. Our statutory address is 100
Capitol  Center  South,  201  North  Illinois  Street,  Indianapolis,  IN 46204.
American Enterprise Life conducts a conventional life insurance business.

LEGAL PROCEEDINGS

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in which American  Enterprise Life and its affiliates do business
involving  insurers'  sales  practices,  alleged  agent  misconduct,  failure to
properly  supervise  agents and other matters.  IDS Life is a defendant in three
class  action  lawsuits  of this  nature.  American  Enterprise  Life is a named
defendant  in one of these  suits,  Richard W. and  Elizabeth  J.  Thoresen  vs.
American  Express  Financial  Corporation,  American  Centurion  Life  Assurance
Company,  American  Enterprise Life Insurance  Company,  American  Partners Life
Insurance Company,  IDS Life Insurance Company and IDS Life Insurance Company of
New York which was  commenced  in  Minnesota  State Court in October  1998.  The
action was brought by individuals  who purchased an annuity in a qualified plan.
The plaintiffs  allege that the sale of annuities in  tax-deferred  contributory
retirement  investment plans (e.g., IRAs) is never  appropriate.  The plaintiffs
purport  to  represent  a class  consisting  of all  persons  who  made  similar
purchases. The plaintiffs seek damages in an unspecified amount.

American Enterprise Life is included as a party to preliminary settlement of all
three class  action  lawsuits.  We believe  this  approach  will put these cases
behind us and provide a fair  outcome for our  clients.  Our  decision to settle
does not include any admission of  wrongdoing.  We do not  anticipate  that this
proposed settlement,  or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

<PAGE>

Additional Information About American Enterprise Life

SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

The following  selected  financial data for American  Enterprise  Life should be
read in conjunction with the financial statements and notes.
<S>                                    <C>              <C>              <C>              <C>              <C>

Years ended Dec. 31, (thousands)          1999              1998              1997             1996              1995

Net investment income                $   322,746       $   340,219      $   332,268        $  271,719      $   223,706

Net gain/loss on investments         $     6,565            (4,788)            (509)           (5,258)          (1,154)

Other                                $     8,338             7,662            6,329             5,753            4,214

Total revenues                       $   337,649       $   343,093      $   338,088        $  272,214      $   226,766

Income before income taxes           $    50,662       $    36,421      $    44,958        $   35,735      $    33,440

Net income                           $    33,987       $    22,026      $    28,313        $   22,823      $    21,748

Total assets                         $ 4,603,343       $ 4,885,621      $ 4,973,413       $ 4,425,837      $ 3,570,960
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

1999 Compared to 1998:

Net income increased 54 percent to $34 million in 1999,  compared to $22 million
in 1998.  Earnings growth resulted  primarily net realized gains of $6.6 million
in 1999, compared to net realized losses of $4.8 in 1998.

Income  before  income  taxes  totaled  $51 million in 1999,  compared  with $36
million in 1998.

Total investment  contract deposits received  decreased to $336 million in 1999,
compared with $348 million in 1998. This decrease is primarily due to a decrease
in sales of variable annuities in 1999.

Total revenues decreased to $338 million in 1999,  compared with $343 million in
1998. The decrease is primarily due to decreased net investment income which was
partially offset by an increase in realized gain on investments.  Net investment
income,  the largest  component of revenues,  decreased 5 percent from the prior
year, reflecting decreases in investments owned and investment yields.

Contractholder  charges  decreased 5 percent to $6.1  million in 1999,  compared
with $6.4 million in 1998, reflecting a decrease in fixed annuities inforce. The
Company  receives  mortality  and expense risk fees from the separate  accounts.
Mortality  and expense  risk fees  increased 77 percent to $2.3 million in 1999,
compared  with $1.3  million in 1998,  this  reflects  the  increase in separate
account assets.

Net realized  gain on  investments  was $6.6 million in 1999,  compared to a net
realized loss on  investments  of $4.8 million in 1998.  The net realized  gains
were primarily due to the sale of available for sale fixed maturity  investments
at a gain as well as a decrease in the  allowance for mortgage loan losses based
on management's regular evaluation of allowance adequacy.

Total  benefits and  expenses  decreased  slightly to $287 million in 1999.  The
largest  component  of  expenses,  interest  credited on  investment  contracts,
decreased to $209 million, reflecting a decrease in fixed annuities in force and
lower  interest  rates.   Amortization  of  deferred  policy  acquisition  costs
decreased to $43 million, compared to $54 million in 1998. This decrease was due
primarily  to  decreased  aggregate  amounts in force,  as well as the impact of
changing  prospective  assumptions  in 1998 based on actual lapse  experience on
certain fixed annuities.

Other operating expenses  increased 46 percent to $35 million in 1999,  compared
to $24 million in 1998.  This increase is primarily  reflects  technology  costs
related to growth initiatives.

<PAGE>

1998 Compared to 1997:

Net income decreased 22 percent to $22 million in 1998,  compared to $28 million
in  1997.  The  decrease  in  earnings  resulted  primarily  from  increases  in
amortization of deferred policy acquisition costs.

Income  before  income  taxes  totaled  $36 million in 1998,  compared  with $45
million in 1997.

Total  premiums and  investment  contract  deposits  received  decreased to $348
million in 1998,  compared with $802 million in 1997. This decrease is primarily
due to a  decrease  in sales  of fixed  annuities  in 1998,  reflecting  the low
interest rate environment.

Total revenues increased to $343 million in 1998,  compared with $338 million in
1997.  The increase is primarily due to increases in net  investment  income and
contractholder   charges.  Net  investment  income,  the  largest  component  of
revenues,  increased 2 percent  from the prior  year,  reflecting  increases  in
investments owned and investment yields.

Contractholder  charges,  increased 12 percent to $6.4 million in 1998, compared
with $5.7 million in 1997. The Company receives  mortality and expense risk fees
from the separate accounts.

Total  benefits  and  expenses  increased  4.6 percent to $307  million in 1998,
compared with 293 million in 1997. The largest  component of expenses,  interest
credited on  contractholders  investment  contracts,  decreased to $229 million,
reflecting  a decrease in fixed  annuities  in force and lower  interest  rates.
Amortization  of deferred  policy  acquisition  costs  increased to $54 million,
compared to $37 million in 1997.  This  increase was due primarily to the impact
of changing prospective  assumptions based on actual lapse experience on certain
fixed annuities.

Risk Management

The  sensitivity  analysis of the test of market risk discussed  below estimates
the  effects of  hypothetical  sudden and  sustained  changes in the  applicable
market  conditions on the ensuing year's  earnings based on year-end  positions.
The  market  changes,  assumed  to occur as of  year-end,  is a 100 basis  point
increase in market  interest rates.  Computations of the prospective  effects of
hypothetical  interest  rate  change  based on numerous  assumptions,  including
relative  levels of market  interest  rates as well as the  levels of assets and
liabilities.  The  hypothetical  changes and assumptions  will be different from
what  actually  occurs  in the  future.  Furthermore,  the  computations  do not
anticipate  actions that may be taken by management if the  hypothetical  market
changes actually occurred over time. As a result, actual earnings effects in the
future will differ from those quantified below.

The Company  primarily  invests in fixed income securities over a broad range of
maturities for the purpose of providing fixed annuity clients with a competitive
rate of return on their  investments  while  minimizing  risk,  and to provide a
dependable  and targeted  spread between the interest rate earned on investments
and the interest rate credited to  contractholders'  accounts.  The Company does
not invest in securities to generate trading profits.

The Company has an investment  committee that holds regularly scheduled meetings
and, when necessary,  special meetings. At these meetings, the committee reviews
models  projecting  different  interest  rate  scenarios  and  their  impact  on
profitability.  The objective of the  committee is to structure  the  investment
security portfolio based upon the type and behavior of products in the liability
portfolio so as to achieve targeted levels of profitability.

Rates  credited to  contractholders'  accounts  are  generally  reset at shorter
intervals than the maturity of underlying investments. Therefore, margins may be
negatively impacted by increases in the general level of interest rates. Part of
the  committee's  strategy  includes the purchase of some types of  derivatives,
such as interest  rate caps,  swaps and  floors,  for  hedging  purposes.  These
derivatives  protect  margins  by  increasing  investment  returns if there is a
sudden and severe rise in interest  rates,  thereby  mitigating the impact of an
increase in rates credited to contractholders' accounts.

<PAGE>

The  negative  effect on the  Company's  pretax  earnings  of a 100 basis  point
increase in interest rates, which assumes repricings and customer behavior based
on the application of proprietary models to the book of business at December 31,
1999, would be appoximately $4.2 million.

Liquidity and Capital Resources

The liquidity  requirements  of the Company are met by funds provided by annuity
considerations, investment income, proceeds from sales of investments as well as
maturities and periodic repayments of investment principal.

The  primary  uses of funds  are  policy  benefits,  commissions  and  operating
expenses, policy loans, and investment purchases.

The Company has an  available  line of credit with  American  Express  Financial
Corporation  aggregating  $50 million.  The line of credit is used strictly as a
short-term  source of funds. No borrowings were outstanding  under the agreement
at December 31,  1999.  At December 31,  1999,  outstanding  reverse  repurchase
agreements totaled $26 million.

At December 31, 1999,  investments in fixed  maturities  comprised 81 percent of
the  Company's  total  invested  assets.   Of  the  fixed  maturity   portfolio,
approximately  32 percent is  invested in GNMA,  FNMA and FHLMC  mortgage-backed
securities which are considered AAA/Aaa quality.

At December 31, 1999,  approximately 14 percent of the Company's  investments in
fixed  maturities were below investment  grade bonds.  These  investments may be
subject to a higher degree of risk than the  investment  grade issues because of
the borrower's  generally  greater  sensitivity to adverse economic  conditions,
such as recession or increasing  interest rates, and in certain  instances,  the
lack of an active secondary  market.  Expected returns on below investment grade
bonds reflect  consideration  of such factors.  The Company has identified those
fixed  maturities  for which a decline in fair value is  determined  to be other
than  temporary,  and has  written  them  down to fair  value  with a charge  to
earnings.

At December 31, 1999, net unrealized  appreciation  on fixed  maturities held to
maturity included $6.3 million of gross unrealized  appreciation and $29 million
of  gross  unrealized   depreciation.   Net  unrealized  appreciation  on  fixed
maturities  available  for  sale  included  $9.3  million  of  gross  unrealized
appreciation and $117 million of gross unrealized depreciation.

At December 31, 1999, the Company had an allowance for losses for mortgage loans
totaling $6.7 million.

The economy and other factors have caused a number of insurance  companies to go
under regulatory  supervision.  This circumstance has resulted in assessments by
state guaranty  associations  to cover losses to  policyholders  of insolvent or
rehabilitated  companies.  Some assessments can be partially recovered through a
reduction in future premium taxes in certain states. The Company  established an
asset for  guaranty  association  assessments  paid to those  states  allowing a
reduction in future premium taxes over a reasonable period of time. The asset is
being amortized as premium taxes are reduced. The Company has also estimated the
potential effect of future  assessments on the Company's  financial position and
results  of  operations  and  has  established  a  reserve  for  such  potential
assessments.  The Company  has adopted  Statement  of  Position  97-3  providing
guidance  when an  insurer  should  recognize  a  liability  for  guaranty  fund
assessments.  The SOP is effective for fiscal years beginning after December 15,
1998.  Adoption  did not have a  material  impact on the  Company's  results  of
operations or financial condition.

<PAGE>

The National Association of Insurance  Commissioners has established  risk-based
capital  standards to determine  the capital  requirements  of a life  insurance
company based upon the risks inherent in its operations. These standards require
the  computation  of a risk-based  capital  amount  which is then  compared to a
company's  actual total adjusted  capital.  The  computation  involves  applying
factors to various statutory financial data to address four primary risks: asset
default,  adverse insurance experience,  interest rate risk and external events.
These  standards  provide for regulatory  attention when the percentage of total
adjusted capital to authorized control level risk-based capital is below certain
levels.  As of December 31, 1999, the Company's total adjusted  capital was well
in excess of the levels requiring regulatory attention.

YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and the variable account.  All of the major systems used by American  Enterprise
Life  and the  variable  account  are  maintained  by AEFC and are  utilized  by
multiple subsidiaries and affiliates of AEFC. American Enterprise Life's and the
variable account's businesses are heavily dependent upon AEFC's computer systems
and have significant interaction with systems of third parties.

A  comprehensive  review of AEFC's  computer  systems  and  business  processes,
including those specific to American  Enterprise Life and the variable  account,
was  conducted to identify the major  systems that could be affected by the Year
2000  issue.   Steps  were  taken  to  resolve  potential   problems   including
modification to existing  software and the purchase of new software.  As of Dec.
31, 1999, AEFC had completed its program of corrective  measures on its internal
systems and applications, including Year 2000 compliance testing. As of Dec. 31,
1999,  AEFC had also completed an evaluation of the Year 2000 readiness of other
third parties whose system failures could have an impact on American  Enterprise
Life's and the variable account's operations.

AEFC's Year 2000 project also included  establishing Year 2000 contingency plans
for all key business units.  Business continuation plans, which address business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  As of Dec.31,  1999,  these plans had been  amended to include
specific Year 2000 considerations.

In  assessing  its Year 2000  initiatives  and the results of actual  production
since Jan. 1, 2000,  management  believes no material adverse  consequences were
experienced,  and there was no material effect on American Enterprise Life's and
the variable account's business,  results of operations,  or financial condition
as a result of the Year 2000 issue.

RESERVES

In accordance with the insurance laws and regulations under which we operate, we
are  obligated to carry on our books,  as  liabilities,  actuarially  determined
reserves to meet our obligations on our outstanding  annuity contracts.  We base
our reserves for deferred annuity contracts on accumulation  value and for fixed
annuity contracts in a benefit status on established  industry mortality tables.
These  reserves are computed  amounts that will be sufficient to meet our policy
obligations at their maturities.

INVESTMENTS

Our total  investments  of  $4,107,559  at Dec.  31,  1999,  28% was invested in
mortgage-backed  securities,  53% in corporate  and other bonds,  19% in primary
mortgage  loans  on  real  estate  and  the  remaining  less  than  1% in  other
investments.

<PAGE>

COMPETITION

We are engaged in a business that is highly  competitive due to the large number
of stock and  mutual  life  insurance  companies  and other  entities  marketing
insurance  products.  There are over  1,600  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition 1999, assigned us one of its highest classifications, A+ (Superior).

EMPLOYEES

As of Dec. 31, 1999, we had no employees.

PROPERTIES

We occupy office space in Minneapolis, MN, which is rented by AEFC. We reimburse
AEFC for rent  based on  direct  and  indirect  allocation  methods.  Facilities
occupied by us are  believed to be adequate  for the purposes for which they are
used and well maintained.

STATE REGULATION

American  Enterprise  Life is  subject  to the  laws  of the  State  of  Indiana
governing  insurance  companies and to the regulations of the Indiana Department
of  Insurance.  An annual  statement  in the  prescribed  form is filed with the
Indiana  Department  of  Insurance  each year  covering  our  operation  for the
preceding year and its financial  condition at the end of such year.  Regulation
by  the  Indiana  Department  of  Insurance  includes  periodic  examination  to
determine American  Enterprise's  contract  liabilities and reserves so that the
Indiana  Department of Insurance  may certify that these items are correct.  The
Company's books and accounts are subject to review by the Indiana  Department of
Insurance  at  all  times.  Such  regulation  does  not,  however,  involve  any
supervision of the account's management or the company's investment practices or
policies.  In addition,  American Enterprise Life is subject to regulation under
the  insurance  laws  of  other  jurisdictions  in  which  it  operates.  A full
examination of American  Enterprise Life's operations is conducted  periodically
by the National Association of Insurance Commissioners.

Under  insurance  guaranty fund laws, in most states,  insurers  doing  business
therein can be assessed up to prescribed limits for policyholder losses incurred
by  insolvent  companies.  Most  of  these  laws  do  provide  however,  that an
assessment  may be excused or deferred if it would  threaten  an  insurer's  own
financial strength.

<PAGE>

Directors and Executive Officers*

The directors and principal  executive officers of American  Enterprise Life and
the principal occupation of each during the last five years is as follows:

Directors

James E. Choat
Born in 1947
Director,  president  and  chief  executive  officer  since  1996;  Senior  vice
president - Institutional Products Group, AEFA, 1994 to 1997.

Richard W. Kling
Born 1940
Director and chairman of the board since March 1989.

Paul S. Mannweiler**
Born in 1949
Director since 1986; Partner at Locke Reynolds Boyd & Weisell since 1980.

Paula R. Meyer
Born in 1954
Director  and  executive  vice  president,   assured  assets  since  1998;  vice
president,  AEFC since 1998; Piper Capital  Management (PCM) President from Oct.
1997 to May 1998;  PCM Director of Marketing  from June 1995 to Oct.  1997;  PCM
Director of Retail Marketing from Dec. 1993 to June 1995.

William A. Stoltzmann
Born in 1948
Director since Sept.  1989; vice president,  general counsel and secretary since
1985.

Officers other than directors

Jeffrey S. Horton
Born 1961
Vice  president  and treasurer  since Dec.  1997;  vice  president and corporate
treasurer,  AEFC, since Dec. 1997;  controller,  American Express Technologies -
Financial  Services,  AEFC,  from  July  1997 to  Dec.  1997;  controller,  Risk
Management  Products,  AEFC, from May 1994 to July 1997; director of finance and
analysis, Corporate Treasury, AEFC, from June 1990 to May 1994.

Philip C. Wentzel
Born in 1961
Vice  president  and  controller  since 1998;  vice  president  - Finance,  Risk
Management  Products,  AEFC since 1997; and director of financial  reporting and
analysis from 1992 to 1997.

*The  address  for all of the  directors  and  principal  officers  is:
 200 AXP Financial  Center,  Minneapolis,  MN 55474 except for Mr. Mannweiler
 who is an independent director.

**Mr. Mannweiler's address is: 201 No. Illinois Street, Indianapolis, IN 46204

<PAGE>

EXECUTIVE COMPENSATION

Our executive  officers  also may serve one or more  affiliated  companies.  The
following  table  reflects  cash  compensation  paid  to the  five  most  highly
compensated  executive  officers  as a group for  services  rendered in the most
recent  year to us and our  affiliates.  The table  also  shows  the total  cash
compensation paid to all our executive officers,  as a group, who were executive
officers at any time during the most recent year.

Name of individual or Number in group    Position held                  Cash
                                                                    compensation
Five most highly compensated
executive officers as a group:                                        $7,960,888

Richard W. Kling                         Chairman of the Board
James E. Choat                           President and CEO
Stuart A. Sedlacek                       Executive Vice President
Lorraine R. Hart                         Vice President, Investments
Deborah L. Pederson                      Assistant Vice President,
                                            Investments

All executive officers as a group (11)                               $11,535,043

SECURITY OWNERSHIP OF MANAGEMENT

Our directors and officers do not  beneficially  own any  outstanding  shares of
stock of the company.  All of our outstanding  shares of stock are  beneficially
owned by IDS Life.  The  percentage of shares of IDS Life owned by any director,
and by all our  directors  and  officers  as a group,  does not exceed 1% of the
class outstanding.

Experts

Ernst & Young LLP, independent  auditors,  have audited the financial statements
of American Enterprise Life Insurance Company at Dec. 31, 1999 and 1998, and for
each of the three years in the period ended Dec. 31,  1999,  and the  individual
and combined  financial  statements of the segregated  asset  subaccounts of the
American  Enterprise  Variable Annuity Account  (comprised of subaccounts PBCA1,
PDEI1,  PEXI1, PNDM1, PSCA1, PCAP1, PVAL1, PSMC1, PGIS1, PUTS1, PIGR1 and PVIS1)
as of Dec. 31, 1999 and for the periods indicated therein, as set forth in their
reports. We've included our financial statements in the prospectus and elsewhere
in the registration  statement in reliance on Ernst & Young LLP's report,  given
on their authority as experts in accounting and auditing.

<PAGE>



AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION


REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1999  and  1998,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1999 and  1998,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.



/s/ Ernst & Young LLP
Ernst & Young LLP
February 3, 2000
Minneapolis, Minnesota

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                  December 31,
                       ($ thousands, except share amounts)
<TABLE>
<S>                                                              <C>              <C>

ASSETS                                                              1999              1998
- ------                                                           -----------      -----------

Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value:
       1999, $984,103; 1998, $1,126,732)                          $1,006,349       $1,081,193
    Available for sale, at fair value (amortized cost:
       1999, $2,411,799; 1998, $2,526,712)                         2,304,487        2,594,858
                                                                 -----------      -----------
                                                                   3,310,836        3,676,051

  Mortgage loans on real estate                                      785,253          815,806
  Other investments                                                   11,470           12,103
                                                                 -----------      -----------
          Total investments                                        4,107,559        4,503,960

Accounts receivable                                                      316              214
Accrued investment income                                             56,676           61,740
Deferred policy acquisition costs                                    180,288          196,479
Deferred income taxes                                                 37,501               --
Other assets                                                               9               43
Separate account assets                                              220,994          123,185
                                                                 -----------      -----------

          Total assets                                            $4,603,343       $4,885,621
                                                                  ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                      $3,921,513       $4,166,852
  Policy claims and other policyholders' funds                        12,097            7,389
  Deferred income taxes                                                   --           23,199
  Amounts due to brokers                                              25,215           54,347
  Other liabilities                                                   17,436           24,500
  Separate account liabilities                                       220,994          123,185
                                                                 -----------      -----------
          Total liabilities                                        4,197,255        4,399,472

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                               2,000            2,000
  Additional paid-in capital                                         282,872          282,872
  Accumulated other comprehensive (loss) income:
     Net unrealized securities (losses) gains                        (69,753)          44,295
  Retained earnings                                                  190,969          156,982
                                                                 -----------      -----------
          Total stockholder's equity                                 406,088          486,149
                                                                 -----------      -----------

Total liabilities and stockholder's equity                        $4,603,343       $4,885,621
                                                                  ==========       ==========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                            Years ended December 31,
                                  ($ thousands)
<TABLE>
<S>                                                       <C>               <C>              <C>

                                                            1999              1998             1997
                                                          ---------         ---------        ---------

Revenues:
  Net investment income                                    $322,746          $340,219         $332,268
  Contractholder charges                                      6,069             6,387            5,688
  Mortality and expense risk fees                             2,269             1,275              641
  Net realized gain (loss) on investments                     6,565            (4,788)            (509)
                                                          ---------         ---------        ---------

          Total revenues                                    337,649           343,093          338,088
                                                          ---------         ---------        ---------

Benefits and expenses:
  Interest credited on investment contracts                 208,583           228,533          231,437
  Amortization of deferred policy acquisition costs          43,257            53,663           36,803
  Other operating expenses                                   35,147            24,476           24,890
                                                          ---------         ---------        ---------

          Total benefits and expenses                       286,987           306,672          293,130
                                                          ---------         ---------        ---------

Income before income taxes                                   50,662            36,421           44,958

Income taxes                                                 16,675            14,395           16,645
                                                          ---------         ---------        ---------

Net income                                                $  33,987         $  22,026        $  28,313
                                                          =========         =========        =========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1999
                                  ($ thousands)
<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                     Other
                                                         Total                      Additional    Comprehensive
                                                     Stockholder's     Capital       Paid-In      (Loss) Income,     Retained
                                                         Equity         Stock         Capital        Net of Tax       Earnings
                                                     -------------    --------    ------------    ------------    -------------
<S>                                                  <C>              <C>         <C>             <C>             <C>
Balance, December 31, 1996                               $363,858       $2,000       $242,872        $ 12,343        $106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
      Unrealized holding gains arising
           during the year, net of  taxes of
        ($19,891)                                          36,940           --             --          36,940              --
      Reclassification adjustment for losses
           included in net income, net of tax
           of ($126)                                          233           --             --             233              --
                                                     -------------                                ------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                     -------------
     Comprehensive income                                  65,486
Capital contribution from IDS Life                         40,000           --         40,000              --              --
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:
     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
          during the year, net of taxes of $3,400          (6,314)          --             --          (6,314)             --
       Reclassification adjustment for losses
           included in net income, net of tax
           of ($588)                                        1,093           --             --           1,093              --
                                                     -------------                                ------------
     Other comprehensive loss                              (5,221)          --             --          (5,221)             --
                                                     -------------
     Comprehensive income                                  16,805
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1998                                486,149        2,000        282,872          44,295         156,982
Comprehensive loss:
     Net income                                            33,987           --             --              --          33,987
     Unrealized holding losses arising
         during the year, net of taxes of $(59,231)      (110,001)          --             --        (110,001)             --
     Reclassification adjustment for gains
          included in net income, net of tax               (4,047)                                     (4,047)             --
          of $(2,179)                                -------------                                ------------
     Other comprehensive loss                            (114,048)          --             --        (114,048)             --
                                                     -------------
     Comprehensive loss                                   (80,061)
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1999                               $406,088       $2,000       $282,872        $(69,753)       $190,969
                                                     =============    ========    ============    ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         See accompanying notes.

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                <C>           <C>           <C>
                                                                      1999          1998          1997
                                                                   -----------   -----------   -----------
Cash flows from operating activities:
  Net income                                                       $   33,987    $   22,026    $   28,313
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                               5,064        (2,152)       (8,017)
      Change in accounts receivable                                      (102)          349         9,304
      Change in deferred policy acquisition costs, net                 16,191        28,022       (21,276)
      Change in other assets                                               34            74         4,840
      Change in policy claims and other policyholders' funds            4,708        (3,939)      (16,099)
      Deferred income tax (benefit) provision                             711        (9,591)       (2,485)
      Change in other liabilities                                      (7,064)        7,595         1,255
      Amortization of premium (accretion of discount), net              2,315           122        (2,316)
      Net realized (gain) loss on investments                          (6,565)        4,788           509
      Other, net                                                      (1,562)         2,544           959
                                                                   -----------   -----------   -----------

         Net cash provided by (used in) operating activities           47,717        49,838        (5,013)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                                          --            --        (1,996)
        Maturities                                                     65,705        73,601        41,221
        Sales                                                           8,466        31,117        30,601
    Fixed maturities available for sale:
        Purchases                                                    (593,888)     (298,885)     (688,050)
        Maturities                                                    248,317       335,357       231,419
        Sales                                                         469,126        48,492        73,366
    Other investments:
        Purchases                                                     (28,520)     (161,252)     (199,593)
        Sales                                                          57,548        78,681        29,139
    Change in amounts due to brokers                                  (29,132)       19,412       (53,796)
                                                                   -----------   -----------   ------------

          Net cash provided by (used in) investing activities         197,622       126,523      (537,689)

Cash flows from financing activities:
 Activity related to investment contracts:
    Considerations received                                           299,899       302,158       783,339
    Surrenders and other benefits                                    (753,821)     (707,052)     (552,903)
    Interest credited to account balances                             208,583       228,533       231,437
    Capital contribution from parent                                       --            --        40,000
                                                                   -----------   -----------   -----------

          Net cash (used in) provided by financing activities        (245,339)     (176,361)      501,873
                                                                   -----------   -----------   -----------

Net decrease in cash and cash equivalents                                  --            --       (40,829)

Cash and cash equivalents at beginning of year                             --            --        40,829
                                                                   -----------   -----------   -----------

Cash and cash equivalents at end of year                           $       --    $       --    $      --
                                                                   ===========   ===========   ==========
                                         See accompanying notes.

</TABLE>

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  The  Company's  principal  product  is
     deferred  annuities,  which are issued primarily to individuals.  It offers
     single  premium and annual premium  deferred  annuities on both a fixed and
     variable dollar basis.
     Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly-owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation  (AEFC).  AEFC is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States which vary in certain respects from reporting  practices  prescribed
     or permitted by the Indiana Department of Insurance (see Note 4).

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities and disclosure of contingent  assets and liabilities at the
     date of the financial  statements and the reported  amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Investments

     Fixed  maturities  that the  Company has both the  positive  intent and the
     ability to hold to maturity are  classified as held to maturity and carried
     at amortized  cost. All other fixed  maturities are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive (loss) income, net of deferred
     income taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments  are  anticipated  on certain  investments  in  mortgage-backed
     securities in determining  the constant  effective  yield used to recognize
     interest  income.  Prepayment  estimates are based on information  received
     from brokers who deal in mortgage-backed securities.

     Mortgage  loans on real  estate  are  carried  at  amortized  cost  less an
     allowance  for  mortgage  loan  losses.  The  estimated  fair  value of the
     mortgage  loans is  determined  by a discounted  cash flow  analysis  using
     mortgage   interest  rates  currently  offered  for  mortgages  of  similar
     maturities.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance for mortgage loan losses
     is  maintained  at a level that  management  believes is adequate to absorb
     estimated  losses in the portfolio.  The level of the allowance  account is
     determined  based on  several  factors,  including  historical  experience,
     expected  future  principal  and interest  payments,  estimated  collateral
     values,  and current and  anticipated  economic and  political  conditions.
     Management  regularly  evaluates the adequacy of the allowance for mortgage
     loan losses.

     The Company  generally stops accruing  interest on mortgage loans for which
     interest  payments  are  delinquent  more  than  three  months.   Based  on
     management's  judgment  as to the  ultimate  collectibility  of  principal,
     interest  payments  received are either  recognized as income or applied to
     the recorded investment in the loan.

     The cost of interest rate caps and floors is amortized to investment income
     over the life of the contracts  and payments  received as a result of these
     agreements are recorded as investment  income when realized.  The amortized
     cost of interest rate caps and floors is included in other investments.

     When evidence  indicates a decline,  which is other than temporary,  in the
     underlying  value  or  earning  power  of  individual   investments,   such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The  Company  considers  investments  with a maturity  at the date of their
     acquisition  of  three  months  or  less  to  be  cash  equivalents.  These
     securities are carried  principally  at amortized  cost which  approximates
     fair value.

     Supplementary  information  to the  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                        1999            1998           1997
                                        ----            -----          ----
    Cash paid during the year for:
      Income taxes                      $22,007        $19,035       $19,456
      Interest on borrowings              2,187          5,437         1,832

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs,  and certain  sales  expenses,  have been  deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Amortization  of deferred  policy  acquisition  costs  requires  the use of
     assumptions  including  interest margins,  mortality  margins,  persistency
     rates,  maintenance  expense  levels and, for variable  products,  separate
     account  performance.   For  universal  life-type  insurance  and  deferred
     annuities,  actual  experience is reflected in the  Company's  amortization
     models monthly. As actual experience differs from the current  assumptions,
     management  considers  the need to change key  assumptions  underlying  the
     amortization  models  prospectively.  The  impact of  changing  prospective
     assumptions  is  reflected  in the period that such changes are made and is
     generally referred to as an unlocking  adjustment.  During 1998,  unlocking
     adjustments  resulted in a net increase in amortization of $11 million. Net
     unlocking adjustments in 1999 and 1997 were not significant.

     Liabilities for future policy benefits

     Liabilities  for  universal-life  type  insurance  and fixed  and  variable
     deferred annuities are accumulation values.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American  Express  Company.  The Company  provides for income
     taxes on a separate return basis,  except that, under an agreement  between
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included in other  liabilities at December 31, 1999 and 1998 are $2,147 and
     $3,504, respectively, payable to IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.    Summary of significant accounting policies (continued)

     The Company makes contractual  mortality assurances to the variable annuity
     contract  owners that the net assets of the separate  accounts  will not be
     affected by future  variations in the actual life expectancy  experience of
     the annuitants and beneficiaries from the mortality assumptions implicit in
     the annuity  contracts.  The Company makes  periodic fund  transfers to, or
     withdrawals   from,   the  separate   account  assets  for  such  actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.

      Accounting changes

     American  Institute of Certified Public  Accountants  (AICPA)  Statement of
     Position (SOP) 98-1,  "Accounting for Costs of Computer Software  Developed
     or Obtained for Internal  Use" became  effective  January 1, 1999.  The SOP
     requires the  capitalization  of certain costs  incurred  after the date of
     adoption to develop or obtain software for internal use.  Software utilized
     by the Company is owned by AEFC and  capitalized by AEFC. As a result,  the
     new  rule  did not have a  material  impact  on the  Company's  results  of
     operations or financial condition.

     Effective January 1, 1999, the Company adopted AICPA SOP 97-3, "Accounting
     by Insurance  and Other  Enterprises  for  Insurance-Related  Assessments,"
     providing guidance for the timing of recognition of liabilities  related to
     guaranty fund assessments.  The Company had historically carried balance in
     other  liabilities  on  the  balance  sheet  for  potential  guaranty  fund
     assessment exposure.  Adoption of the SOP did not have a material impact on
     the Company's results of operations or financial condition.

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities,"  which is effective  January 1, 2001.
     This  Statement   establishes   accounting  and  reporting   standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities.  It requires that an entity
     recognize all  derivatives  as either assets or  liabilities in the balance
     sheet and measure  those  instruments  at fair value.  The  accounting  for
     changes in the fair value of a  derivative  depends on the  intended use of
     the derivative and the resulting designation. The ultimate financial effect
     of the new  rule  will be  measured  based on the  derivatives  in place at
     adoption and cannot be estimated at this time.

<PAGE>

2.   Investments

     Fair values of  investments  in fixed  maturities  represent  quoted market
     prices and estimated values when quoted prices are not available. Estimated
     values are  determined by  established  procedures  involving,  among other
     things,  review of market  indices,  price  levels of current  offerings of
     comparable issues, price estimates and market data from independent brokers
     and financial files.

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1999 are as follows:
<TABLE>
<S>                                             <C>              <C>              <C>             <C>

                                                                   Gross           Gross
                                                Amortized        Unrealized       Unrealized        Fair
    Held to maturity                             Cost              Gains           Losses           Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    7,514       $     23         $    431        $    7,106
    State and municipal obligations                  3,002             44               --             3,046
    Corporate bonds and obligations                816,826          5,966           23,311           799,482
    Mortgage-backed securities                     179,007            296            4,834           174,469
                                                ----------       --------         --------        ----------
                                                $1,006,349       $  6,329         $ 28,576        $  984,103
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,047   $         --         $     47        $    1,999
    State and municipal obligations                  2,250             --              190             2,060
    Corporate bonds and obligations              1,419,150          7,445           90,703         1,335,892
    Mortgage-backed securities                     988,352          1,929           25,746           964,536
                                                ------------     --------         --------        ----------
                                                $2,411,799       $  9,374         $116,686        $2,304,487
                                                ==========       ========         ========        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

                                                                   Gross           Gross
                                                 Amortized       Unrealized       Unrealized         Fair
    Held to maturity                               Cost            Gains           Losses            Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    8,652       $    423         $     --        $    9,075
    State and municipal obligations                  3,003            149               --             3,152
    Corporate bonds and obligations                877,140         48,822            6,670           919,292
    Mortgage-backed securities                     192,398          2,844               29           195,213
                                                ----------       --------         --------        ----------
                                                $1,081,193       $ 52,238         $  6,699        $1,126,732
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,062       $    116         $     --        $    2,178
    Corporate bonds and obligations              1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                   1,051,836         32,232               89         1,083,979
                                                ----------       --------         --------        ----------
                                                $2,526,712       $102,338          $34,192        $2,594,858
                                                ==========       ========          =======        ==========
</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1999 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                               Amortized            Fair
    Held to maturity                              Cost             Value

    Due in one year or less                    $    26,214        $   26,334
    Due from one to five years                     412,533           408,638
    Due from five to ten years                     331,187           320,146
    Due in more than ten years                      57,408            54,516
    Mortgage-backed securities                     179,007           174,469
                                             -------------     -------------
                                               $ 1,006,349        $  984,103
                                               ===========      ============

                                               Amortized            Fair
    Available for sale                            Cost             Value

    Due in one year or less                    $    46,937        $   47,236
    Due from one to five years                      75,233            73,525
    Due from five to ten years                   1,037,001           980,633
    Due in more than ten years                     264,276           238,557
    Mortgage-backed securities                     988,352           964,536
                                              ------------      ------------
                                                $2,411,799        $2,304,487

     During the years ended December 31, 1999, 1998 and 1997,  fixed  maturities
     classified  as held to maturity  were sold with  amortized  cost of $8,466,
     $31,117 and $29,561, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1999 with
     proceeds of  $469,126  and gross  realized  gains and losses of $10,374 and
     $4,147  respectively.  Fixed maturities available for sale were sold during
     1998 with proceeds of $48,492 and gross realized gains and losses of $2,835
     and $4,516,  respectively.  Fixed  maturities  available for sale were sold
     during 1997 with proceeds of $73,366 and gross realized gains and losses of
     $1,081 and $1,440, respectively.

     At December 31, 1999,  bonds carried at $3,277 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1999,  investments in fixed maturities comprised 81 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $486 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

           Rating                                    1999             1998
    ----------------------                       -----------       -----------
    Aaa/AAA                                       $1,168,144        $1,242,301
    Aa/AA                                             42,859            45,526
    Aa/A                                              52,416            60,019
    A/A                                              422,668           422,725
    A/BBB                                            189,072           228,656
    Baa/BBB                                          995,152         1,030,874
    Baa/BB                                            64,137            79,687
    Below investment grade                           483,700           498,117
                                                ------------      ------------
                                                  $3,418,148        $3,607,905

     At December  31, 1999,  approximately  94 percent of the  securities  rated
     Aaa/AAA were GNMA, FNMA and FHLMC mortgage-backed  securities.  No holdings
     of any other issuer were greater  than one percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1999,  approximately  19 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

                                               December 31, 1999                        December 31, 1998
                                         -------------------------------       --------------------------------
<S>                                      <C>                 <C>                 <C>                <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------   -----------         -----------        ----------          -----------
    South Atlantic                          $194,325         $        --          $198,552             $    651
    Middle Atlantic                          118,699                  --           129,284                  520
    East North Central                       126,243                  --           134,165                2,211
    Mountain                                 103,751                  --           113,581                   --
    West North Central                       125,891                 513           119,380                9,626
    New England                               43,345                 802            46,103                   --
    Pacific                                   41,396                  --            43,706                   --
    West South Central                        31,153                  --            32,086                   --
    East South Central                         7,100                  --             7,449                   --
                                         -----------        ------------       -----------         ------------
                                             791,903               1,315           824,306               13,008
    Less allowance for losses                  6,650                  --             8,500                   --
                                         -----------        ------------       -----------         ------------
                                            $785,253            $  1,315          $815,806              $13,008
                                            ========            ========          ========              =======

<PAGE>

2.   Investments (continued)
                                               December 31, 1999                       December 31, 1998
                                          ------------------------------         ------------------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
                                          ----------      --------------        ----------         ------------
    Department/retail stores                $232,449        $     1,315           $253,380            $     781
    Apartments                               181,346                 --            186,030                2,211
    Office buildings                         202,132                 --            206,285                9,496
    Industrial buildings                      83,186                 --             82,857                  520
    Hotels/Motels                             43,839                 --             45,552                   --
    Medical buildings                         32,284                 --             33,103                   --
    Nursing/retirement homes                   6,608                 --              6,731                   --
    Mixed Use                                 10,059                 --             10,368                   --
                                          ----------      --------------        ----------         ------------
                                             791,903              1,315            824,306               13,008
    Less allowance for losses                  6,650                 --              8,500                   --
                                         -----------      --------------       -----------         ------------
                                            $785,253         $    1,315           $815,806              $13,008
                                            ========         ==========           ========              =======
</TABLE>

     Mortgage  loan  fundings  are  restricted  by  state  insurance  regulatory
     authorities to 80 percent or less of the market value of the real estate at
     the time of  origination  of the  loan.  The  Company  holds  the  mortgage
     document,  which gives it the right to take  possession  of the property if
     the  borrower  fails to perform  according  to the terms of the  agreement.
     Commitments  to  purchase  mortgages  are made in the  ordinary  course  of
     business. The fair value of the mortgage commitments is $nil.

     At December 31, 1999, the Company's  recorded  investment in impaired loans
     was $5,200 with an allowance of $1,250. At December 31, 1998, the Company's
     recorded investment in impaired loans was $1,932 with an allowance of $500.
     During 1999 and 1998, the average recorded investment in impaired loans was
     $5,399 and $2,736, respectively.

     The Company  recognized  $136,  $251 and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1999,  1998 and 1997,
     respectively.

     The following table presents changes in the allowance for investment losses
related to all loans:
<TABLE>
<S>                                                <C>         <C>          <C>
                                                     1999        1998         1997
                                                     ----        ----         ----
    Balance, January 1                               $8,500      $3,718       $2,370
    Provision (reduction) for investment losses      (1,850)      4,782        1,805
    Loan payoffs                                         --          --         (457)
                                                     ------   ---------      -------
    Balance, December 31                             $6,650      $8,500       $3,718
                                                     ======      ======       ======

     Net  investment  income for the years ended  December 31 is  summarized  as
follows:

                                                     1999         1998        1997
                                                     -----        -----       ----
    Interest on fixed maturities                   $265,199    $285,260     $278,736
    Interest on mortgage loans                       63,721      65,351       55,085
    Interest on cash equivalents                        534         137          704
    Other                                            (1,755)     (2,493)       1,544
                                                   ---------- ----------   ----------
                                                    327,699     348,255      336,069
    Less investment expenses                          4,953       8,036        3,801
                                                   ---------  ----------   ----------
                                                   $322,746    $340,219     $332,268
                                                   ========    ========     ========
</TABLE>

<PAGE>

2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:
<TABLE>
<S>                                                <C>          <C>          <C>
                                                      1999        1998         1997
                                                      ----        ----         ----
    Fixed maturities                               $  6,534     $   863      $ 1,638
    Mortgage loans                                   (1,650)     (4,816)      (1,348)
    Other investments                                (1,819)       (835)        (799)
                                                   ---------   --------      -------
                                                   $  3,065     $(4,788)     $  (509)
                                                   =========    =======      =======

     Changes in net unrealized  appreciation  (depreciation)  of investments for
     the years ended December 31 are summarized as follows:

                                                      1999       1998         1997
                                                     -----        -----       ----
    Fixed maturities available for sale           $(175,458)    $(8,032)     $57,188

3.    Income taxes

     The Company  qualifies as a life  insurance  company for federal income tax
     purposes.  As such,  the Company is subject to the  Internal  Revenue  Code
     provisions applicable to life insurance companies.

     The income tax expense  (benefit) for the years ended December 31, consists
of the following:

                                                     1999         1998        1997
                                                     ----         ----        ----
    Federal income taxes:
      Current                                      $ 15,531    $ 23,227      $17,668
      Deferred                                          711      (9,591)      (2,485)
                                                   --------    --------      -------
                                                     16,242      13,636       15,183

    State income taxes-current                          433         759        1,462
                                                   --------    --------      -------
    Income tax expense                             $ 16,675    $ 14,395      $16,645
                                                   ========    ========      =======
</TABLE>

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>

                                                       1999                      1998                     1997
                                               ------------------       ------------------       ---------------------
                                               Provision    Rate        Provision    Rate        Provision       Rate
                                               ---------    -----       ---------    -----       ---------       -----
<S>                                            <C>          <C>           <C>        <C>          <C>           <C>
     Federal income taxes based
       on the statutory rate                    $17,731     35.0%         $13,972    35.0%        $15,735        35.0%
     Increases (decreases) are
      attributable to:
         Tax-excluded interest                      (14)      --              (35)   (0.1)            (41)       (0.1)
         State tax, net of federal benefit          281      0.5              493     1.2             956         2.1
         Reduction of mortgage loss
           reserve                               (1,225)    (2.4)              --       --             --          --
      Other, net                                    (98)    (0.2)             (35)       --            (5)         --
                                                 ------    -----         --------    ------          ----      ------
      Total income taxes                        $16,675     32.9 %        $14,395    36.1%        $16,645        37.0%
                                                =======     =====         =======    ====         =======        ====
</TABLE>

<PAGE>

3.   Income taxes (continued)

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities as of December 31 are as follows:

    Deferred income tax assets:                             1999          1998
                                                          -------       -------
    Policy reserves                                        $46,243      $51,298
    Unrealized losses on investments                        39,678           --
    Other                                                    1,070        2,214
                                                          --------     --------
         Total deferred income tax assets                   86,991       53,512
                                                          --------     --------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                       49,490       52,908
    Unrealized gains on investments                             --       23,803
                                                          --------     --------
         Total deferred income tax liabilities              49,490       76,711
                                                          --------     --------
         Net deferred income tax assets (liabilities)      $37,501     ($23,199)
                                                           =======     ========

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income tax assets that  management  believes  will not be
     realized. In the opinion of management, it is more likely than not that the
     Company  will  realize the benefit of the  deferred  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $58,223 and $45,716 as of December
     31,  1999 and  1998,  respectively.  In  addition,  dividends  in excess of
     $15,241 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
summarized as follows:

                                           1999           1998             1997
                                        ---------      ---------        -------
    Statutory net income                  $ 15,241       $ 37,902      $ 23,589
    Statutory stockholder's equity         343,094        330,588       302,264

5.   Related party transactions

     The Company has  purchased  interest  rate floors from IDS Life and entered
     into an interest rate swap with IDS Life to manage its exposure to interest
     rate risk.  The  interest  rate floors had a carrying  amount of $8,258 and
     $6,651 at December 31, 1999 and 1998, respectively.  The interest rate swap
     is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $38,931,  $28,482 and $24,535 for the
     years ended  December 31,  1999,  1998 and 1997,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is  established  by  reference  to  various
     indices plus 20 to 45 basis  points,  depending on the term.  There were no
     borrowings outstanding under this agreement at December 31, 1999 or 1998.

7.   Derivative financial instruments

     The  Company  enters  into  transactions   involving  derivative  financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company does not hold derivative instruments for
     trading   purposes.   The  Company  manages  risks  associated  with  these
     instruments as described below.

     Market risk is the possibility  that the value of the derivative  financial
     instruments  will  change due to  fluctuations  in a factor  from which the
     instrument  derives its value,  primarily an interest  rate. The Company is
     not impacted by market risk  related to  derivatives  held for  non-trading
     purposes beyond that inherent in cash market transactions.  Derivatives are
     largely  used to manage  risk  and,  therefore,  the cash  flow and  income
     effects of the  derivatives  are inverse to the  effects of the  underlying
     transactions.

     Credit risk is the possibility that the  counterparty  will not fulfill the
     terms  of the  contract.  The  Company  monitors  credit  risk  related  to
     derivative  financial  instruments through established approval procedures,
     including  setting  concentration  limits by  counterparty,  and  requiring
     collateral,   where   appropriate.   A  vast   majority  of  the  Company's
     counterparties are rated A or better by Moody's and Standard & Poor's.

     Credit  risk  related  to  interest  rate caps and  floors is  measured  by
     replacement cost of the contracts. The replacement cost represents the fair
     value of the instruments.

     The notional or contract  amount of a derivative  financial  instrument  is
     generally  used to calculate  the cash flows that are received or paid over
     the life of the agreement. Notional amounts are not recorded on the balance
     sheet. Notional amounts far exceed the related credit exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1999                        Amount            Amount            Value          Exposure
    -----------------                       --------         --------           ------        ------------
    <S>                                    <C>                <C>              <C>               <C>
      Assets:
    Interest rate caps                     $  900,000         $  3,212         $  4,437          $  4,437
        Interest rate floors                2,000,000            8,258            2,251             2,251
     Off balance sheet assets:
        Interest rate swaps                 2,000,000               --           18,274            18,274
                                                             ---------         --------          --------
                                                               $11,470          $24,962           $24,962
                                                               =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1998                        Amount            Amount            Value           Exposure
    -----------------                       --------         --------           ------        ------------
      Assets:
        Interest rate caps                 $  900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                1,000,000            6,651           17,798            17,798
      Off balance sheet liabilities:
        Interest rate swaps                 1,000,000               --          (33,500)               --
                                                             ---------        ----------         --------
                                                               $12,103        ($ 14,184)          $19,316
                                                               =======        ===========         =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2006.

     Interest  rate  caps,  floors  and swaps are used to manage  the  Company's
     exposure to interest rate risk.  These  instruments  are used  primarily to
     protect the margin between  interest  rates earned on  investments  and the
     interest rates credited to related annuity contract holders.

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                    1999                          1998
                                                         --------------------------      --------------------------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    ----------------                                     ----------       ---------      ----------      ----------
<S>                                                      <C>              <C>            <C>             <C>
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,006,349        $984,103      $1,081,193      $1,126,732
       Available for sale                                 2,304,487       2,304,487       2,594,858       2,594,858
    Mortgage loans on real estate (Note 2)                  785,253         770,095         815,806         874,064
    Derivative financial instruments (Note 7)                11,470          24,962          12,103          19,316
    Separate account assets (Note 1)                        220,994         220,994         123,185         123,185

    Financial Liabilities
    Future policy benefits for fixed annuities           $3,905,849      $3,778,945      $4,152,059      $4,000,789
    Separate account liabilities                            220,994         209,942         123,185         115,879
    Derivative financial instruments (Note 7)                    --              --              --          33,500
</TABLE>

     At December 31, 1999 and 1998, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $15,633 and $14,793,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1999
     and 1998.

<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1999 and 1998.

9.   Commitments and contingencies

     In January  2000,  AEFC  reached an  agreement in principle to settle three
     class-action  lawsuits. The Company had been named as a co-defendant in one
     of these lawsuits.  It is expected the settlement will provide $215 million
     of benefits to more than 2 million participants. The agreement in principle
     to settle also  provides for release by class  members of all insurance and
     annuity  market  conduct  claims  dating  back to 1985 and is  subject to a
     number  of  contingencies   including  a  definitive  agreement  and  court
     approval.  The portion of the  settlement  allocated to the Company did not
     have a material impact on the Company's  financial position or results from
     operations.

10. YEAR 2000 ISSUE (unaudited)

     The Year 2000 issue is the result of computer  programs having been written
     using two digits rather than four to define a year.  Any programs that have
     time-sensitive  software  may  recognize a date using "00" as the year 1900
     rather  than 2000.  This could  result in the  failure of major  systems or
     miscalculations,  which could have a material  impact on the  operations of
     the Company. All of the major systems used by the Company are maintained by
     AEFC and are utilized by multiple  subsidiaries and affiliates of AEFC. The
     Company's businesses are heavily dependent upon AEFC's computer systems and
     have significant interaction with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     including  those  specific to the  Company,  was  conducted to identify the
     major  systems  that could be affected  by the Year 2000 issue.  Steps were
     taken to resolve  potential  problems  including  modification  to existing
     software and the purchase of new  software.  As of December 31, 1999,  AEFC
     had completed its program of  corrective  measures on its internal  systems
     and applications,  including Year 2000 compliance  testing.  As of December
     31, 1999,  AEFC had also completed an evaluation of the Year 2000 readiness
     of other third  parties whose system  failures  could have an impact on the
     Company's operations.

     AEFC's Year 2000 project also included  establishing  Year 2000 contingency
     plans  for all key  business  units.  Business  continuation  plans,  which
     address business  continuation in the event of a system disruption,  are in
     place for all key business  units.  At December  31, 1999,  these plans had
     been amended to include specific Year 2000 considerations.

     In assessing its Year 2000 initiatives and the results of actual production
     since January 1, 2000, management believes no material adverse consequences
     were  experienced,  and  there  was no  material  effect  on the  Company's
     business,  results of operations, or financial condition as a result of the
     Year 2000 issue.



<PAGE>

Table of Contents of the Statement of  Additional Information

Performance Information                                        p. 3

Calculating Annuity Payouts                                   p. 13

Rating Agencies                                               p. 15

Principal Underwriter                                         p. 15

Independent Auditors                                          p. 15

Financial Statements

<PAGE>

Please  check  the  box  to  receive  a  copy  of the  Statement  of  Additional
Information for:

[ ]     Wells Fargo Advantage(SM) Builder Variable Annuity

[ ]     American Express(R) Variable Portfolio Funds

[ ]     AIM Variable Insurance Funds

[ ]     The Dreyfus Socially Responsible Growth Fund, Inc.

[ ]    Franklin Templeton Variable Insurance Products Trust

[ ]     Goldman Sachs Variable Insurance Trust (VIT)

[ ]     MFS(R) Variable Insurance Trust(SM)

[ ]     Putnam Variable Trust - Class IB Shares

[ ]    Wells Fargo Variable Trust Funds



Mail your request to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

We will mail your request to:

Your name______________________________________________________________________

Address________________________________________________________________________

City________________________________ State _____________________ Zip__________


<PAGE>


<PAGE>
PROSPECTUS

MAY 1, 2000

AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED COMBINATION FIXED/VARIABLE ANNUITY

AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT


ISSUED BY: AMERICAN ENTERPRISE LIFE INSURANCE COMPANY (AMERICAN ENTERPRISE LIFE)
           829 AXP Financial Center
           Minneapolis, MN 55474
           Telephone: 1-800-333-3437

This prospectus contains information that you should know before investing. You
also will receive the prospectuses for:

<TABLE>
<S>                                                                      <C>
- -  American Express-Registered Trademark- Variable Portfolio Funds       - J. P. Morgan Series Trust II
- -  AIM Variable Insurance Funds                                          - Lazard Retirement Series, Inc.
- -  Alliance Variable Products Series Fund                                - MFS-Registered Trademark- Variable Insurance Trust-SM-
- -  Baron Capital Funds                                                   - Putnam Variable Trust - Class IB Shares
- -  Fidelity Variable Insurance Products Service Class                    - Royce Capital Fund
- -  Franklin Templeton Variable Insurance Products Trust (FTVIPT)         - Third Avenue Variable Series Trust
- -  Goldman Sachs Variable Insurance Trust (VIT)                          - Wanger Advisors Trust
- -  Janus Aspen Series: Service Shares                                    - Warburg Pincus Trust
</TABLE>

Please read the prospectuses carefully and keep them for future reference.

This contract provides for contract value credits. The death benefits for
contracts with such credits may be lower than for contracts without such
credits. The amount of the credit may be more than offset by the reduction in
the death benefits provided.

THE SECURITIES AND EXCHANGE COMMISSION (SEC) HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THIS CONTRACT IS NOT A DEPOSIT OF A BANK OR FINANCIAL
INSTITUTION AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THIS CONTRACT
INVOLVES INVESTMENT RISK INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

A Statement of Additional Information (SAI), dated the same date as this
prospectus, is incorporated by reference into this prospectus. It is filed
with the SEC and is available without charge by contacting American
Enterprise Life at the telephone number above or by completing and sending
the order form on the last page of this prospectus. The table of contents of
the SAI is on the last page of this prospectus.

- -------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   1


<PAGE>
TABLE OF CONTENTS

KEY TERMS............................................................3

THE CONTRACT IN BRIEF................................................4

EXPENSE SUMMARY......................................................7

CONDENSED FINANCIAL INFORMATION (UNAUDITED).........................15

FINANCIAL STATEMENTS................................................23

PERFORMANCE INFORMATION.............................................23

THE VARIABLE ACCOUNT AND THE FUNDS..................................25

THE FIXED ACCOUNTS..................................................32

BUYING YOUR CONTRACT................................................34

CHARGES.............................................................36

VALUING YOUR INVESTMENT.............................................40

MAKING THE MOST OF YOUR CONTRACT....................................42

WITHDRAWALS.........................................................50

TSA -- SPECIAL WITHDRAWAL PROVISIONS................................51

CHANGING OWNERSHIP..................................................51

BENEFITS IN CASE OF DEATH...........................................51

THE ANNUITY PAYOUT PERIOD...........................................55

TAXES...............................................................57

VOTING RIGHTS.......................................................59

SUBSTITUTION OF INVESTMENTS.........................................60

ABOUT THE SERVICE PROVIDERS.........................................60

ADDITIONAL INFORMATION ABOUT AMERICAN ENTERPRISE LIFE...............61

DIRECTORS AND EXECUTIVE OFFICERS....................................66

EXPERTS.............................................................68

AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
    FINANCIAL INFORMATION...........................................69

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........87


- --------------------------------------------------------------------------------
2 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>

KEY TERMS

THESE TERMS CAN HELP YOU UNDERSTAND DETAILS ABOUT YOUR CONTRACT.

ACCUMULATION UNIT -- A measure of the value of each subaccount before annuity
payouts begin.

ANNUITANT -- The person on whose life or life expectancy the annuity payouts are
based.

ANNUITY PAYOUTS -- An amount paid at regular intervals under one of several
plans.

BENEFICIARY -- The person you designate to receive benefits in case of the
owner's or annuitant's death while the contract is in force and before annuity
payouts begin.

CLOSE OF BUSINESS -- When the New York Stock Exchange (NYSE) closes, normally 4
p.m. Eastern time.

CONTRACT -- a deferred annuity contract, or a certificate showing your interest
under a group annuity contract, that permits you to accumulate money for
retirement by making one or more purchase payments. It provides for lifetime or
other forms of payout beginning at a specified time in the future.

CONTRACT VALUE -- The total value of your contract before we deduct any
applicable charges.

CONTRACT YEAR -- A period of 12 months, starting on the effective date of your
contract and on each anniversary of the effective date.

FIXED ACCOUNTS -- The one-year fixed account is an account to which you may
allocate purchase payments. Amounts you allocate to this account earn interest
at rates that we declare periodically. Guarantee Period Accounts are fixed
accounts to which you may also allocate purchase payments. These accounts have
guaranteed interest rates declared for periods ranging from two to ten years.
Withdrawals from these accounts prior to the end of the term specified will
receive a Market Value Adjustment, which may result in a gain or loss of
principal.

FUNDS -- Investment options under your contract. You may allocate your purchase
payments into subaccounts investing in shares of any or all of these funds.

GUARANTEE PERIOD -- The number of years that a guaranteed interest rate is
credited.

MARKET VALUE ADJUSTMENT (MVA) -- A positive or negative adjustment assessed if
any portion of a Guarantee Period Account is withdrawn or transferred prior to
the end of its Guarantee Period.

OWNER (YOU, YOUR) -- The person who controls the contract (decides on investment
allocations, transfers, payout options, etc.). Usually, but not always, the
owner is also the annuitant. The owner is responsible for taxes, regardless of
whether he or she receives the contract's benefits.

QUALIFIED ANNUITY -- A contract that you purchase to fund one of the following
tax-deferred retirement plans that is subject to applicable federal law and any
rules of the plan itself:

- - Individual Retirement Annuities (IRAs) under Section 408(b) of the
      Internal Revenue Code of 1986, as amended (the Code)
- - Roth IRAs under Section 408A of the Code
- - Simplified Employee Pension (SEP) plans under Section 408(k) of the Code
- - Tax Sheltered Annuity (TSA) rollovers under Section 403(b) of the Code




- --------------------------------------------------------------------------------
                                                    PROSPECTUS -- MAY 1, 2000  3

<PAGE>



A qualified annuity will not provide any necessary or additional tax deferral
if it is used to fund a retirement plan that is already tax-deferred.

All other contracts are considered NONQUALIFIED ANNUITIES.

RETIREMENT DATE -- The date when annuity payouts are scheduled to begin.

VALUATION DATE -- Any normal business day, Monday through Friday, that the NYSE
is open. Each valuation date ends at the close of business. We calculate the
value of each subaccount at the close of business on each valuation date.

VARIABLE ACCOUNT -- Consists of separate subaccounts to which you may allocate
purchase payments; each invests in shares of one fund. The value of your
investment in each subaccount changes with the performance of the particular
fund.

WITHDRAWAL VALUE -- The amount you are entitled to receive if you make a full
withdrawal from your contract. It is the contract value minus any applicable
charges.

THE CONTRACT IN BRIEF

PURPOSE: The purpose of the contract is to allow you to accumulate money for
retirement. You do this by making one or more purchase payments; you may
allocate your purchase payments to the fixed accounts and/or subaccounts under
the contract. These accounts in turn, may earn returns that increase the value
of the contract. Beginning at a specified time in the future called the
retirement date, the contract provides lifetime or other forms of payouts of
your contract value (less any applicable premium tax). As in the case of other
annuities, it may not be advantageous for you to purchase this contract as a
replacement for, or in addition to, an existing annuity.

A qualified annuity will not provide any necessary or additional tax deferral if
it is used to fund a retirement plan that is tax-deferred. However, the contract
has features other than tax deferral that may make it an appropriate investment
for your retirement plan. You should compare these features and their costs with
other investment options before deciding to purchase this contract.

FREE LOOK PERIOD: You may return your contract to your sales representative or
to our office within the time stated on the first page of your contract and
receive a full refund of the contract value. We will not deduct any charges.
However, you bear the investment risk from the time of purchase until you return
the contract; the refund amount may be more or less than the payment you made.
(Exception: If the law requires, we will refund all of your purchase payments.)

ACCOUNTS: Currently, you may allocate your purchase payments among any or all
              of:

- -  the subaccounts, each of which invests in a fund with a particular investment
   objective. The value of each subaccount varies with the performance of the
   particular fund in which it invests. We cannot guarantee that the value at
   the retirement date will equal or exceed the total purchase payments you
   allocate to the subaccounts. (p. 25)

- -  the fixed accounts, which earn interest at rates that we adjust periodically.
   Some states restrict the amount you can allocate to these accounts. (p. 32)







- --------------------------------------------------------------------------------
4 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY



<PAGE>



BUYING YOUR CONTRACT: Your sales representative will help you complete and
submit an application. Applications are subject to acceptance at our office. You
may buy a nonqualified annuity or a qualified annuity. After your initial
purchase payment, you have the option of making additional purchase payments in
the future. Some states have time limitations for making additional payments.
(p. 34)

- - Minimum initial purchase payment (including Systematic Investment
      Plans (SIPs)) --

             $5,000 in Texas, Washington, Pennsylvania and South Carolina;

             $2,000 in all other states


- - Minimum additional purchase payment -- $100 ($50 for SIPs)

- - Maximum total purchase payments (without prior approval) --

             $1,000,000 for issue ages up to 85
             $100,000 for issue ages 86 to 90

TRANSFERS: Subject to certain restrictions you currently may redistribute
your money among the accounts without charge at any time until annuity
payouts begin, and once per contract year among the subaccounts after annuity
payouts begin. Transfers out of the Guarantee Period Accounts before the end
of the Guarantee Period will be subject to a MVA. You may establish automated
transfers among the accounts. Fixed account transfers are subject to special
restrictions. (p. 43)

WITHDRAWALS: You may withdraw all or part of your contract value at any time
before the retirement date. You also may establish automated partial
withdrawals. Withdrawals may be subject to charges and tax penalties
(including a 10% IRS penalty if you make withdrawals prior to your reaching
age 59 1/2) and may have other tax consequences; also, certain restrictions
apply. (p. 50)

CHANGING OWNERSHIP: You may change ownership of a nonqualified annuity by
written instruction, but this may have federal income tax consequences.
Restrictions apply to changing ownership of a qualified annuity. (p. 51)

BENEFITS IN CASE OF DEATH: If you or the annuitant die before annuity payouts
begin, we will pay the beneficiary an amount at least equal to the contract
value. (p. 51)

ANNUITY PAYOUTS: You can apply your contract value to an annuity payout plan
that begins on the retirement date. You may choose from a variety of plans to
make sure that payouts continue as long as you like. If you purchased a
qualified annuity, the payout schedule must meet the requirements of the
qualified plan. We can make payouts on a fixed or variable basis, or both.
Total monthly payouts may include amounts from each subaccount and the
one-year fixed account. During the annuity payout period, your choices for
subaccounts may be limited. The Guarantee Period Accounts are not available
during the payout period. (p. 55)

TAXES: Generally, your contract grows tax-deferred until you make withdrawals
from it or begin to receive payouts. (Under certain circumstances, IRS
penalty taxes may apply.) Even if you direct payouts to someone else, you
will be taxed on the income if you are the owner. However, Roth IRAs may grow
and be distributed tax free if you meet certain distribution requirements.
(p. 57)



- --------------------------------------------------------------------------------
                                                     PROSPECTUS -- MAY 1, 2000 5
<PAGE>



CHARGES: We assess certain charges in connection with your contract (p. 36):

- -  $30 annual contract administrative charge;

- -  0.15% variable account administrative charge;

- -  1.25% mortality and expense risk fee (if you allocate money to one
   or more subaccounts);

- -  if you select the Guaranteed Minimum Income Benefit Rider (6% Accumulation
   Benefit Base)*, an annual fee based on an adjusted contract value (currently
   0.35%);

- - if you select the 8% Performance Credit Rider*, an annual fee of 0.25% of the
  contract anniversary contract value;

- - withdrawal charge;

- - any premium taxes that may be imposed on us by state or local governments
  (currently, we deduct any applicable premium tax when annuity payouts begin,
  but we reserve the right to deduct this tax at other times such as when you
  make purchase payments or when you make a total withdrawal); and

- - the operating expenses of the funds in which the subaccounts invest.


*You may select either the Guaranteed Minimum Income Benefit Rider (6%
Accumulation Benefit Base) or the 8% Performance Credit Rider, but not both.
Riders may not be available in all states. The Guaranteed Minimum Income Benefit
Rider (6% Accumulation Benefit Base) is only available if the annuitant is age
75 or younger.






- --------------------------------------------------------------------------------
6 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>



EXPENSE SUMMARY

The purpose of the following information is to help you understand the various
costs and expenses associated with your contract.

You pay no sales charge when you purchase your contract. We show all costs that
we deduct directly from your contract or indirectly from the subaccounts and
funds below. Some expenses may vary as we explain under "Charges." Please see
the funds' prospectuses for more information on the operating expenses for each
fund.


CONTRACT OWNER EXPENSES
WITHDRAWAL CHARGE (contingent deferred sales charge as a percentage of
                   purchase payment withdrawn)

<TABLE>
<CAPTION>

                                YEARS FROM PURCHASE                            WITHDRAWAL CHARGE
                                  PAYMENT RECEIPT                                 PERCENTAGE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                           <S>
                                         1                                             7%
- ----------------------------------------------------------------------------------------------------------------------
                                         2                                             7
- ----------------------------------------------------------------------------------------------------------------------
                                         3                                             6
- ----------------------------------------------------------------------------------------------------------------------
                                         4                                             6
- ----------------------------------------------------------------------------------------------------------------------
                                         5                                             5
- ----------------------------------------------------------------------------------------------------------------------
                                         6                                             4
- ----------------------------------------------------------------------------------------------------------------------
                                         7                                             2
- ----------------------------------------------------------------------------------------------------------------------
                                    Thereafter                                         0
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


WITHDRAWAL CHARGE UNDER ANNUITY PAYOUT PLAN E -- PAYOUTS FOR A SPECIFIED PERIOD:
The amount equal to the difference in the present value of remaining payments
using the assumed investment rate and such present value using the investment
rate plus 1.77%. In no event would your withdrawal charge exceed 9% of the
amount available for payouts under the plan.



ANNUAL CONTRACT ADMINISTRATIVE CHARGE                            $30*

*We will waive this charge when your contract value is $50,000 or more on the
current contract anniversary.

GUARANTEED MINIMUM INCOME BENEFIT RIDER
(6% ACCUMULATION BENEFIT BASE) FEE:**

as a percentage of an adjusted contract value
charged annually. This is an optional expense.                  0.35%

8% PERFORMANCE CREDIT RIDER FEE:**
as a percentage of the contract value at contract
anniversary charged annually. This is an optional expense.      0.25%

**You may select either the Guaranteed Minimum Income Benefit Rider (6%
Accumulation Benefit Base) or the 8% Performance Credit Rider, but not both.
Riders may not be available in all states. The Guaranteed Minimum Income Benefit
Rider (6% Accumulation Benefit Base) is only available if the annuitant is age
75 or younger.


ANNUAL VARIABLE ACCOUNT EXPENSES (AS A PERCENTAGE OF AVERAGE SUBACCOUNT VALUE)

VARIABLE ACCOUNT ADMINISTRATIVE CHARGE            0.15%

MORTALITY AND EXPENSE RISK FEE***                 1.25%
                                                  -----
TOTAL ANNUAL VARIABLE ACCOUNT EXPENSES            1.40%


***Includes a death benefit choice of either the Option A -- Return of purchase
payment death benefit, Option B -Maximum anniversary value death benefit, or
Option C -- 5% Accumulation death benefit rider if both you and the annuitant
are age 79 or younger. If either you or the annuitant are age 80 or older Option
A will apply.

 .





- --------------------------------------------------------------------------------
                                                     PROSPECTUS -- MAY 1, 2000 7
<PAGE>

<TABLE>

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES OF THE FUNDS (AFTER FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS, IF APPLICABLE, AS A
PERCENTAGE OF AVERAGE DAILY NET ASSETS)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                       MANAGEMENT             12b-1               OTHER
                                                          FEES                FEES              EXPENSES               TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                  <C>                 <C>                <C>
AXP-SM- Variable Portfolio -
   Blue Chip Advantage Fund                                 .56%                 .13                 .26                  .95%(1)
   Bond Fund                                                .60%                 .13                 .08                  .81%(2)
   Capital Resource Fund                                    .60%                 .13                 .06                  .79%(2)
   Cash Management Fund                                     .51%                 .13                 .05                  .69%(2)
   Diversified Equity Income Fund                           .56%                 .13                 .26                  .95%(1)
   Extra Income Fund                                        .62%                 .13                 .08                  .83%(2)
   Federal Income Fund                                      .61%                 .13                 .14                  .88%(1)
   Growth Fund                                              .63%                 .13                 .19                  .95%(1)
   Managed Fund                                             .59%                 .13                 .04                  .76%(2)
   New Dimensions Fund-Registered Trademark-                .61%                 .13                 .07                  .81%(2)
   Small Cap Advantage Fund                                 .79%                 .13                 .31                 1.23%(1)
AIM V.I.
   Capital Appreciation Fund                                .62%                  --                 .11                  .73%(3)
   Capital Development Fund                                  --%                  --                1.23                 1.23%(3,4)
   Value Fund                                               .61%                  --                 .15                  .76%(3)
Alliance VP
   Premier Growth Portfolio (Class B)                      1.00%                 .25                 .04                 1.29%(5)
   Technology Portfolio (Class B)                           .71%                 .25                 .24                 1.20%(5)
   U.S. Government/High Grade Securities
        Portfolio (Class B)                                 .60%                 .25                 .30                 1.15%(5)
Baron Funds
   Baron Capital Asset Fund                                1.00%                 .25                 .25                 1.50%(6)
Fidelity VIP
   III Growth & Income Portfolio (Service Class)            .48%                 .10                 .12                  .70%(7)
   III Mid Cap Portfolio (Service Class)                    .57%                 .10                 .40                 1.07%(8)
   Overseas Portfolio (Service Class)                       .73%                 .10                 .18                 1.01%(7)
FTVIPT
   Franklin Real Estate Fund - Class 2                      .56%                 .25                 .02                  .83%(9)
   Mutual Shares Securities Fund - Class 2                  .60%                 .25                 .19                 1.04%(10)
   Templeton International Smaller Companies Fund - Class 2 .85%                 .25                 .26                 1.36%(11)
Goldman Sachs VIT
   Capital Growth Fund                                      .75%                 --                  .25                 1.00%(12)
   CORE-SM-  U.S. Equity Fund                               .70%                 --                  .20                  .90%(12)
   Global Income Fund                                       .90%                 --                  .25                 1.15%(12)
   International Equity Fund                               1.00%                 --                  .35                 1.35%(12)
   Internet Tollkeeper Fund                                1.00%                 --                  .25                 1.25%(13)
Janus Aspen Series
   Aggressive Growth Portfolio: Service Shares              .65%                 .25                 .02                  .92%(14)
   Global Technology Portfolio: Service Shares              .65%                 .25                 .13                 1.03%(14)
   Growth Portfolio: Service Shares                         .65%                 .25                 .02                  .92%(14)
   International Growth Portfolio: Service Shares           .65%                 .25                 .11                 1.01%(14)






- ------------------------------------------------------------------------------------------------------------------------------------
8 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

</TABLE>

<PAGE>

<TABLE>

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
 ANNUAL OPERATING EXPENSES OF THE FUNDS (AFTER FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS, IF APPLICABLE, AS A
PERCENTAGE OF AVERAGE DAILY NET ASSETS)

                                                                MANAGEMENT          12b-1           OTHER
                                                                   FEES             FEES          EXPENSES            TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>                <C>             <C>
 J.P. Morgan
   U.S. Disciplined Equity Portfolio                                  .35%           --                 .50             .85%(15)
 Lazard Retirement Series
   Equity Portfolio                                                   .75%           .25                .25            1.25%(16)
   International Equity Portfolio                                     .75%           .25                .25            1.25%(16)
 MFS-Registered Trademark-
   New Discovery Series                                               .90%           --                 .17            1.07%(17,18)
   Research Series                                                    .75%           --                 .11             .86%(17)
   Utilities Series                                                   .75%           --                 .16             .91%(17)
 Putnam Variable Trust
   Putnam VT Growth and Income Fund - Class IB Shares                 .46%           .15                .04             .65%(3)
   Putnam VT International Growth Fund - Class IB Shares              .80%           .15                .22            1.17%(3)
   Putnam VT International New Opportunities Fund - Class IB Shares  1.08%           .15                .33            1.56%(3)
 Royce
   Micro-Cap Portfolio                                               1.25%           --                 .10            1.35%(19)
   Premier Portfolio                                                 1.00%           --                 .35            1.35%(19)
Third Avenue
   Value Portfolio                                                    .90%           --                 .40            1.30%(20)
 Wanger
   International Small Cap                                           1.25%           --                 .24            1.49%(21)
   U.S. Small Cap                                                     .95%           --                 .07            1.02%(21)
Warburg Pincus Trust -
   Emerging Growth Portfolio                                           --%           --                1.40            1.40%(22)






- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       PROSPECTUS -- MAY 1, 2000 9

</TABLE>

<PAGE>



(1)  Based on estimated expense after fee waivers and expense reimbursements.
     Without fee waivers and expense reimbursements "Other Expenses" and
     "Total" would be 0.39% and 1.08% for AXP-SM- Variable Portfolio - Blue
     Chip Advantage and AXP-SM- Variable Portfolio - Diversified Equity
     Income Funds, 0.26% and 1.00% for AXP-SM- Variable Portfolio - Federal
     Income Fund, 0.32% and 1.08% for AXP-SM- Variable Portfolio - Growth
     Fund and 0.43% and 1.35% for AXP-SM- Variable Portfolio - Small Cap
     Advantage Fund.

(2)  The fund's expense figures are based on actual expenses for the fiscal
     year ended Aug. 31, 1999 restated to include a Rule 12b-1 distribution
     fee of 0.125% that went into effect Sept. 21, 1999.

(3)  Figures in "Management Fees", "12b-1 Fees", "Other Expenses" and "Total"
     are based on actual expenses for the fiscal year ended Dec. 31, 1999.

(4)  Had there been no fee waiver or expenses reimbursements, expenses would
     have been: 0.75%, 0.00%, 2.67% and 3.42%.

(5)  Figures in "Management Fees", "12b-1 Fees". "Other Expenses" and "Total"
     are based on actual expenses for the fiscal period ended Dec. 31, 1999.
     Absent fee waivers and expense reimbursements "Management Fees," "12b-1
     Fees," "Other Expenses" and "Total" would be, respectively, 1.00%,
     0.25%, 0.27% and 1.52% for Alliance Technology Portfolio.

(6)  The Advisor is contractually obligated to reduce its fee to the extent
     required to limit Baron Capital Asset Fund's total operating expenses to
     1.50% for the first $250 million of assets in the Fund, 1.35% for Fund
     assets over $250 million and 1.25% for Fund assets over $500 million.
     Without the expense limitations, total operating expenses for the Fund
     for the period Jan. 1, 1999 through Dec. 31, 1999 would have been 1.88%.

(7)  A portion of the brokerage commissions that certain funds pay was used
     to reduce fund expenses. In addition, through arrangements with certain
     funds' custodian, credits realized as a result of uninvested cash
     balances were used to reduce a portion of each applicable funds'
     expenses. With these reductions, "Other Expenses," and "Total" presented
     in the table would have been 0.11% and 0.69% for Growth & Income
     Portfolio and 0.15% and 0.98% for Overseas Portfolio.

(8)  FMR agreed to reimburse a portion Mid Cap Portfolio's expenses during
     the period. Without this reimbursement, the Portfolio's management fee,
     distribution & service fee (12b-1), other expenses and total expenses
     would have been 0.57%, 0.10%, 2.74% and 3.41%, respectively.

(9)  Previously Franklin Real Estate Securities Fund. The fund administration
     fee is paid indirectly through the management fee. The fund's Class 2
     distribution plan or "Rule 12b-1 plan" is described in the fund's
     prospectus.

(10) On Feb. 8, 2000, a merger and reorganization was approved that combined
     the fund with a similar fund of Templeton Variable Products Series Fund,
     effective May 1, 2000. The table shows total expenses based on the
     fund's assets as of Dec. 31, 1999, and not the assets of the combined
     fund. However, if the table reflected combined assets, the fund's
     expenses after May 1, 2000 would be estimated as: "Management Fees"
     0.60%, "12b-1 Fees" 0.25%, "Other Expenses" 0.19%, and "Total" 1.04%.
     The fund's Class 2 distribution plan or "Rule 12b-1 plan" is described
     in the fund's prospectus.

(11) The fund's class 2 distribution plan or "Rule 12b-1 plan" is described
     in the fund's prospectus.

(12) The fund's expenses are based on estimated expenses for the fiscal year
     ended Dec. 31, 2000. Goldman Sachs Asset Management and Goldman Sachs
     Asset Management International, the investment advisers, have
     voluntarily agreed to reduce or limit certain other expenses (excluding
     management fees, taxes, interest, brokerage fees, litigation,
     indemnification and other extraordinary expenses) to the extent such
     expenses exceed the percentage stated in the above table (as calculated
     per annum) of each fund's respective average daily net assets. Without
     the limitations described above, "Other Expenses" and "Total" of the
     funds would be as follows: 0.94% and 1.69% for Capital Growth Fund,
     1.78% and 2.68% for Global Income Fund, 0.77% and 1.77% for
     International Equity Fund, and 0.20% and 0.90% for CORE-SM- U.S. Equity
     Fund. CORE-SM- is a service mark of Goldman Sachs & Co.

(13) Based on projected assets of $150 million, there will be no expense
     reimbursements.

(14) Expenses are based on the estimated expenses that the new Service Shares
     Class of each portfolio expects to incur in its initial fiscal year. All
     expenses are shown without the effect of expense offset arrangements.

(15) Fees are stated to reflect an agreement to reimburse the trust to the
     extent certain expenses exceed in any fiscal year 0.85% of the average
     daily net assets of the J.P. Morgan U.S. Disciplined Equity Portfolio.
     Without such reimbursements, total fund annual expenses would have been
     0.87% for the portfolio.

(16) Effective May 1, 1999, the investment advisor agreed to waive its fees
     and/or reimburse the Funds through Dec. 31, 2000 to the extent that
     total Fund expenses exceed 1.25% for Equity and 1.25% for International
     Equity of the Funds' average daily net assets. Absent fee waivers and/or
     reimbursements, "Other Expenses" and "Total" expenses for the year ended
     Dec. 31, 1999 would have been 4.63% and 5.63% for Equity, and 11.94% and
     12.94% for International Equity.

(17) Each series has an expense offset arrangement which reduces the series'
     custodian fee based upon the amount of cash maintained by the series
     with its custodian and dividend disbursing agent. Each series may enter
     into other such arrangements and directed brokerage arrangements, which
     would also have the effect of reducing the series' expenses. "Other
     Expenses" do not take into account these expense reductions, and are
     therefore higher than the actual expenses of the series. Had these fee
     reductions been taken into account, "Net Expenses" would be lower for
     certain series and would equal: 1.05% for New Discovery Series, 0.85%
     for Research Series, and 0.90% for Utilities Series.

(18) MFS has contractually agreed, subject to reimbursement, to bear expenses
     for these series such that each such series' "Other Expenses" (after
     taking into account the expense offset arrangement described above), do
     not exceed the following percentages of the average daily net assets of
     the series during the current fiscal year 0.15% for the New Discovery
     Series. Without this agreement, "Other" and Total Expenses" would have
     been 1.59% and 2.49%.  These contractual fee arrangements will continue
     until at least May 1, 2001, unless changed with the consent of the board
     of trustees which oversees the series.

(19) Royce has contractually agreed to waive its fees and reimburse expenses
     to the extent necessary to maintain the Funds Net Annual Operating
     Expense ratio at or below 1.35% through Dec. 31, 1999 and 1.99% through
     Dec. 31, 2008. Absent fee waivers "Other Expenses" and "Total Expenses"
     would be 0.99% and 2.24% for Royce Micro-Cap Portfolio and 4.63% and
     5.63% for Royce Premier Portfolio.

(20) These expenses reflect reimbursements by the Advisor. The Advisor
     reimbursed the Fund for all expenses incurred by the Fund in excess of
     1.30% of Fund assets. The fund will repay the Advisor the amount of its
     reimbursement for up to three years following the reimbursement to the
     extent Fund expenses drop below 1.30%. The Advisor expects to continue
     to reimburse the Fund for these expenses for the foreseeable future.
     Either the Fund or the Advisor can terminate this arrangement at any
     time. Without this reimbursement, the Fund's "Other Expenses" and
     "Total" would have been 2.05% and 2.95%. Other expenses are based on
     estimated amounts for the current fiscal year.

(21) Actual operating expenses of funds at Dec. 31, 1999.

(22) Expense ratios are shown after fee waivers and expense reimbursements by
     the investment advisor. The total expense ratio before the waivers and
     reimbursements would have been 11.16% for Emerging Growth Portfolio of
     the Warburg Pincus Trust.

- --------------------------------------------------------------------------------
10 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

<PAGE>
EXAMPLES:*
You would pay the following expenses on a $1,000 investment without any optional
rider and assuming a 5% annual return and....

<TABLE>
<CAPTION>
                                                                                               NO WITHDRAWAL OR SELECTION
                                                    TOTAL WITHDRAWAL AT THE                 OF AN ANNUITY PAYOUT PLAN AT THE
                                                    END OF EACH TIME PERIOD                      END OF EACH TIME PERIOD
                                             1 YEAR    3 YEARS    5 YEARS  10 YEARS       1 YEAR   3 YEARS    5 YEARS  10 YEARS
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>       <C>        <C>       <C>            <C>        <C>      <C>       <C>
 AXP (SM) Variable Portfolio -
   Blue Chip Advantage Fund                 $94.78   $136.24    $180.33   $277.94         $24.78    $76.24   $130.33   $277.94
   Bond Fund                                 93.35    131.93     173.14    263.58          23.35     71.93    123.14    263.58
   Capital Resource Fund                     93.14    131.31     172.11    261.52          23.14     71.31    122.11    261.52
   Cash Management Fund                      92.12    128.23     166.94    251.11          22.12     68.23    116.94    251.11
   Diversified Equity Income Fund            94.78    136.24     180.33    277.94          24.78     76.24    130.33    277.94
   Extra Income Fund                         93.55    132.55     174.17    265.65          23.55     72.55    124.17    265.65
   Federal Income Fund                       94.07    134.09     176.74    270.79          24.07     74.09    126.74    270.79
   Growth Fund                               94.78    136.24     180.33    277.94          24.78     76.24    130.33    277.94
   Managed Fund                              92.84    130.39     170.56    258.41          22.84     70.39    120.56    258.41
   New Dimensions Fund-Registered Trademark- 93.35    131.93     173.14    263.58          23.35     71.93    123.14    263.58
   Small Cap Advantage Fund                  97.65    144.83     194.59    306.08          27.65     84.83    144.59    306.08
 AIM V.I.
   Capital Appreciation Fund                 92.53    129.46     169.01    255.29          22.53     69.46    119.01    255.29
   Capital Development Fund                  97.65    144.83     194.59    306.08          27.65     84.83    144.59    306.08
   Value Fund                                92.84    130.39     170.56    258.41          22.84     70.39    120.56    258.41
 Alliance VP
   Premier Growth Portfolio (Class B)        98.27    146.66     197.63    312.00          28.27     86.66    147.63    312.00
   Technology Portfolio (Class B)            97.35    143.91     193.07    303.10          27.35     83.91    143.07    303.10
   U.S. Government/High Grade
   Securities Portfolio (Class B)            96.83    142.38     190.53    298.12          26.83     82.38    140.53    298.12
 Baron Funds
   Baron Capital Asset Fund                 100.42    153.06     208.18    332.47          30.42     93.06    158.18    332.47
 Fidelity VIP
   III Growth & Income Portfolio
    (Service Class)                          92.22    128.53     167.46    252.16          22.22     68.53    117.46    252.16
   III Mid Cap Portfolio (Service Class)     96.01    139.93     186.46    290.10          26.01     79.93    136.46    290.10
   Overseas Portfolio (Service Class)        95.40    138.09     183.40    284.04          25.40     78.09    133.40    284.04
 FTVIPT
   Franklin Real Estate Fund - Class 2       93.55    132.55     174.17    265.65          23.55     72.55    124.17    265.65
   Mutual Shares Securities Fund - Class 2   95.71    139.01     184.93    287.07          25.71     79.01    134.93    287.07
   Templeton International Smaller
   Companies Fund - Class 2                  98.99    148.80     201.16    318.87          28.99     88.80    151.16    318.87
 Goldman Sachs VIT
   Capital Growth Fund                       95.30    137.78     182.89    283.03          25.30     77.78    132.89    283.03
   CORE (SM) U.S. Equity Fund                94.27    134.71     177.77    272.84          24.27     74.71    127.77    272.84
   Global Income Fund                        96.83    142.38     190.53    298.12          26.83     82.38    140.53    298.12
   International Equity Fund                 98.88    148.50     200.65    317.89          28.88     88.50    150.65    317.89
   Internet Tollkeeper Fund                  97.86    145.44     195.60    308.06          27.86     85.44    145.60    308.06

</TABLE>

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   11



<PAGE>



You would pay the following expenses on a $1,000 investment without any optional
rider and assuming a 5% annual return and....

<TABLE>
<CAPTION>

                                                                                                 NO WITHDRAWAL OR SELECTION
                                                          TOTAL WITHDRAWAL AT THE             OF AN ANNUITY PAYOUT PLAN AT THE
                                                          END OF EACH TIME PERIOD                  END OF EACH TIME PERIOD
                                                    1 YEAR  3 YEARS   5 YEARS  10 YEARS      1 YEAR   3 YEARS  5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>      <C>       <C>       <C>           <C>      <C>     <C>     <C>
 Janus Aspen Series
   Aggressive Growth Portfolio: Service Shares      94.48   135.32    178.79    274.88        24.48    75.32   128.79   274.88
   Global Technology Portfolio: Service Shares      95.60   138.70    184.42    286.06        25.60    78.70   134.42   286.06
   Growth Portfolio: Service Shares                 94.48   135.32    178.79    274.88        24.48    75.32   128.79   274.88
   International Growth Portfolio: Service Shares   95.40   138.09    183.40    284.04        25.40    78.09   133.40   284.04
 J.P. Morgan
   U.S. Disciplined Equity Portfolio                93.76   133.17    175.20    267.71        23.76    73.17   125.20   267.71
 Lazard Retirement Series
   Equity Portfolio                                 97.86   145.44    195.60    308.06        27.86    85.44   145.60   308.06
   International Equity Portfolio                   97.86   145.44    195.60    308.06        27.86    85.44   145.60   308.06
 MFS-Registered Trademark-
   New Discovery Series                             96.01   139.93    186.46    290.10        26.01    79.93   136.46   290.10
   Research Series                                  93.86   133.47    175.71    268.74        23.86    73.47   125.71   268.74
   Utilities Series                                 94.37   135.01    178.28    273.86        24.37    75.01   128.28   273.86
 Putnam Variable Trust
   Putnam VT Growth and Income
     Fund - Class IB Shares                         91.71   126.99    164.87    246.92        21.71    66.99   114.87   246.92
   Putnam VT International Growth
     Fund - Class IB Shares                         97.04   143.00    191.55    300.11        27.04    83.00   141.55   300.11
   Putnam VT International New Opportunities
     Fund - Class IB Shares                        101.04   154.89    211.18    338.24        31.04    94.89   161.18   338.24
 Royce
   Micro-Cap Portfolio                              98.88   148.50    200.65    317.89        28.88    88.50   150.65   317.89
   Premier Portfolio                                98.88   148.50    200.65    317.89        28.88    88.50   150.65   317.89
 Third Avenue
   Value Portfolio                                  98.37   146.97    198.13    312.99        28.37    86.97   148.13   312.99
 Wanger
   International Small Cap                         100.32   152.76    207.68    331.51        30.32    92.76   157.68   331.51
   U.S. Small Cap                                   95.50   138.40    183.91    285.05        25.50    78.40   133.91   285.05
 Warburg Pincus Trust -
   Emerging Growth Portfolio                        99.40   150.02    203.17    322.78        29.40    90.02   153.17   322.78


</TABLE>

- --------------------------------------------------------------------------------
12 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY



<PAGE>




You would pay the following expenses on a $1,000 investment if you selected the
0.35% Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) and
assuming a 5% annual return and....

<TABLE>
<CAPTION>

                                                                                               NO WITHDRAWAL OR SELECTION
                                                    TOTAL WITHDRAWAL AT THE                 OF AN ANNUITY PAYOUT PLAN AT THE
                                                    END OF EACH TIME PERIOD                      END OF EACH TIME PERIOD
                                            1 YEAR    3 YEARS    5 YEARS  10 YEARS        1 YEAR   3 YEARS    5 YEARS  10 YEARS
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>       <C>        <C>       <C>            <C>        <C>      <C>       <C>
 AXP (SM) Variable Portfolio -
   Blue Chip Advantage Fund                 $98.37   $146.97    $198.13   $312.99         $28.37    $86.97   $148.13   $312.99
   Bond Fund                                 96.94    142.69     191.04    299.12          26.94     82.69    141.04    299.12
   Capital Resource Fund                     96.73    142.08     190.03    297.12          26.73     82.08    140.03    297.12
   Cash Management Fund                      95.71    139.01     184.93    287.07          25.71     79.01    134.93    287.07
   Diversified Equity Income Fund            98.37    146.97     198.13    312.99          28.37     86.97    148.13    312.99
   Extra Income Fund                         97.14    143.30     192.06    301.11          27.14     83.30    142.06    301.11
   Federal Income Fund                       97.65    144.83     194.59    306.08          27.65     84.83    144.59    306.08
   Growth Fund                               98.37    146.97     198.13    312.99          28.37     86.97    148.13    312.99
   Managed Fund                              96.42    141.16     188.50    294.12          26.42     81.16    138.50    294.12
   New Dimensions Fund-Registered Trademark- 96.94    142.69     191.04    299.12          26.94     82.69    141.04    299.12
   Small Cap Advantage Fund                 101.24    155.50     212.18    340.16          31.24     95.50    162.18    340.16
 AIM V.I.
   Capital Appreciation Fund                 96.12    140.24     186.97    291.10          26.12     80.24    136.97    291.10
   Capital Development Fund                 101.24    155.50     212.18    340.16          31.24     95.50    162.18    340.16
   Value Fund                                96.42    141.16     188.50    294.12          26.42     81.16    138.50    294.12
 Alliance VP
   Premier Growth Portfolio (Class B)       101.86    157.32     215.17    345.88          31.86     97.32    165.17    345.88
   Technology Portfolio (Class B)           100.93    154.58     210.68    337.28          30.93     94.58    160.68    337.28
   U.S. Government/High Grade Securities
    Portfolio (Class B)                     100.42    153.06     208.18    332.47          30.42     93.06    158.18    332.47
 Baron Funds
   Baron Capital Asset Fund                 104.01    163.67     225.57    365.64          34.01    103.67    175.57    365.64
 Fidelity VIP
   III Growth & Income Portfolio
    (Service Class)                          95.81    139.32     185.44    288.08          25.81     79.32    135.44    288.08
   III Mid Cap Portfolio (Service Class)     99.60    150.63     204.17    324.72          29.60     90.63    154.17    324.72
   Overseas Portfolio (Service Class)        98.99    148.80     201.16    318.87          28.99     88.80    151.16    318.87
 FTVIPT
   Franklin Real Estate Fund - Class 2       97.14    143.30     192.06    301.11          27.14     83.30    142.06    301.11
   Mutual Shares Securities Fund - Class 2   99.29    149.72     202.66    321.80          29.29     89.72    152.66    321.80
   Templeton International Smaller
   Companies Fund - Class 2                 102.57    159.44     218.65    352.51          32.57     99.44    168.65    352.51
 Goldman Sachs VIT
   Capital Growth Fund                       98.88    148.50     200.65    317.89          28.88     88.50    150.65    317.89
   CORE (SM) U.S. Equity Fund                97.86    145.44     195.60    308.06          27.86     85.44    145.60    308.06
   Global Income Fund                       100.42    153.06     208.18    332.47          30.42     93.06    158.18    332.47
   International Equity Fund                102.47    159.13     218.15    351.57          32.47     99.13    168.15    351.57
   Internet Tollkeeper Fund                 101.45    156.10     213.18    342.07          31.45     96.10    163.18    342.07

</TABLE>

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   13

<PAGE>



You would pay the following expenses on a $1,000 investment if you selected the
0.35% Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) and
assuming a 5% annual return and....

<TABLE>
<CAPTION>

                                                                                                  NO WITHDRAWAL OR SELECTION
                                                             TOTAL WITHDRAWAL AT THE           OF AN ANNUITY PAYOUT PLAN AT THE
                                                             END OF EACH TIME PERIOD                END OF EACH TIME PERIOD
                                                      1 YEAR  3 YEARS  5 YEARS  10 YEARS     1 YEAR   3 YEARS  5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>      <C>       <C>       <C>         <C>      <C>     <C>      <C>
 Janus Aspen Series
   Aggressive Growth Portfolio: Service Shares        98.06   146.05    196.62   310.03       28.06    86.05   146.62   310.03
   Global Technology Portfolio: Service Shares        99.19   149.41    202.16   320.83       29.19    89.41   152.16   320.83
   Growth Portfolio: Service Shares                   98.06   146.05    196.62   310.03       28.06    86.05   146.62   310.03
   International Growth Portfolio: Service Shares     98.99   148.80    201.16   318.87       28.99    88.80   151.16   318.87
 J.P. Morgan
   U.S. Disciplined Equity Portfolio                  97.35   143.91    193.07   303.10       27.35    83.91   143.07   303.10
 Lazard Retirement Series
   Equity Portfolio                                  101.45   156.10    213.18   342.07       31.45    96.10   163.18   342.07
   International Equity Portfolio                    101.45   156.10    213.18   342.07       31.45    96.10   163.18   342.07
 MFS-Registered Trademark-
   New Discovery Series                               99.60   150.63    204.17   324.72       29.60    90.63   154.17   324.72
   Research Series                                    97.45   144.22    193.58   304.09       27.45    84.22   143.58   304.09
   Utilities Series                                   97.96   145.75    196.11   309.04       27.96    85.75   146.11   309.04
 Putnam Variable Trust
   Putnam VT Growth and Income
    Fund - Class IB Shares                            95.30   137.78    182.89   283.03       25.30    77.78   132.89   283.03
   Putnam VT International Growth
    Fund - Class IB Shares                           100.63   153.67    209.18   334.40       30.63    93.67   159.18   334.40
   Putnam VT International New Opportunities
    Fund - Class IB Shares                           104.62   165.48    228.53   371.21       34.62   105.48   178.53   371.21
 Royce
   Micro-Cap Portfolio                               102.47   159.13    218.15   351.57       32.47    99.13   168.15   351.57
   Premier Portfolio                                 102.47   159.13    218.15   351.57       32.47    99.13   168.15   351.57
 Third Avenue
   Value Portfolio                                   101.96   157.62    215.67   346.83       31.96    97.62   165.67   346.83
 Wanger
   International Small Cap                           103.91   163.37    225.08   364.71       33.91   103.37   175.08   364.71
   U.S. Small Cap                                     99.09   149.11    201.66   319.85       29.09    89.11   151.66   319.85
 Warburg Pincus Trust -
   Emerging Growth Portfolio                         102.98   160.65    220.63   356.28       32.98   100.65   170.63   356.28
- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>

*   In these examples, the $30 contract administrative charge is approximated
    as a 0.068% charge based on our average contract size. Premium taxes
    imposed by some state and local governments are not reflected in this
    table. We entered into certain arrangements under which we are
    compensated by the funds' advisors and/or distributors for the
    administrative services we provide to the funds.

YOU SHOULD NOT CONSIDER THESE EXAMPLES AS REPRESENTATIONS OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.


- --------------------------------------------------------------------------------
14 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY



<PAGE>

CONDENSED FINANCIAL INFORMATION (UNAUDITED)

The following tables give per-unit information about the financial history of
each subaccount. We have not provided this information for some subaccounts
because they are new and do not have any history.

<TABLE>
<CAPTION>


YEAR ENDED DEC. 31,                                                         1999        1998       1997        1996       1995
<S>                                                                        <C>          <C>        <C>         <C>        <C>

SUBACCOUNT ESI(1) (INVESTING IN SHARES OF AXP (SM) VARIABLE PORTFOLIO - BOND FUND)
 Accumulation unit value at beginning of period                             $1.33       $1.33      $1.24       $1.17       $1.00
 Accumulation unit value at end of period                                   $1.33       $1.33      $1.33       $1.24       $1.17
 Number of accumulation units outstanding at end of period (000 omitted)    8,127       5,689      2,544       1,377         414
 Ratio of operating expense to average net assets                            1.40%       1.40%      1.40%       1.50%       1.50%
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT ECR(1) (INVESTING IN SHARES OF AXP (SM) VARIABLE PORTFOLIO - CAPITAL RESOURCE FUND)
 Accumulation unit value at beginning of period                             $1.91       $1.56      $1.27       $1.20       $1.00
 Accumulation unit value at end of period                                   $2.33       $1.91      $1.56       $1.27       $1.20
 Number of accumulation units outstanding at end of period (000 omitted)    5,864       5,163      3,813       2,350         818
 Ratio of operating expense to average net assets                            1.40%       1.40%      1.40%       1.50%       1.50%
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EMS(1) (INVESTING IN SHARES OF AXP (SM) VARIABLE PORTFOLIO - CASH MANAGEMENT FUND)
 Accumulation unit value at beginning of period                             $1.15       $1.11      $1.07       $1.03       $1.00
 Accumulation unit value at end of period                                   $1.18       $1.15      $1.11       $1.07       $1.03
 Number of accumulation units outstanding at end of period (000 omitted)      941         749        231         241         132
 Ratio of operating expense to average net assets                            1.40%       1.40%      1.40%       1.50%       1.50%
Simple yield(2)                                                              4.52%       3.24%      3.71%       3.26%       3.53%
Compound yield(2)                                                            4.62%       3.29%      3.78%       3.32%       3.59%
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EIA(3) (INVESTING IN SHARES OF AXP (SM) VARIABLE PORTFOLIO - EXTRA INCOME FUND)
 Accumulation unit value at beginning of period                             $1.00          --         --          --          --
 Accumulation unit value at end of period                                   $1.00          --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        8          --         --          --          --
 Ratio of operating expense to average net assets                            1.40%         --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EMG(1) (INVESTING IN SHARES OF AXP (SM) VARIABLE PORTFOLIO - MANAGED FUND)
 Accumulation unit value at beginning of period                             $1.83       $1.60      $1.36       $1.18       $1.00
 Accumulation unit value at end of period                                   $2.07       $1.83      $1.60       $1.36       $1.18
 Number of accumulation units outstanding at end of period (000 omitted)    5,985       4,684      2,944       1,546         589
 Ratio of operating expense to average net assets                            1.40%       1.40%      1.40%       1.50%       1.50%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   15


<PAGE>

<TABLE>
<CAPTION>


YEAR ENDED DEC. 31,                                                        1999         1998       1997        1996       1995
<S>                                                                        <C>          <C>        <C>         <C>        <C>

SUBACCOUNT EGD(4) (INVESTING IN SHARES OF AXP (SM) VARIABLE PORTFOLIO - NEW DIMENSIONS FUND-Registered Trademark-)
 Accumulation unit value at beginning of period                             $1.32       $1.05      $1.00         --          --
 Accumulation unit value at end of period                                   $1.72       $1.32      $1.05         --          --
 Number of accumulation units outstanding at end of period (000 omitted)    2,141       1,108         69         --          --
 Ratio of operating expense to average net assets                            1.40%       1.40%      1.40%        --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT ECA(3) (INVESTING IN SHARES OF AIM V.I. CAPITAL APPRECIATION FUND)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.43         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       57         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT ECD(5) (INVESTING IN SHARES OF AIM V.I. CAPITAL DEVELOPMENT FUND)
 Accumulation unit value at beginning of periodt                            $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.26         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        1         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EVA(6) (INVESTING IN SHARES OF AIM V.I. VALUE FUND)
 Accumulation unit value at beginning of period                             $1.34       $1.03      $1.00         --          --
 Accumulation unit value at end of period                                   $1.72       $1.34      $1.03         --          --
 Number of accumulation units outstanding at end of period (000 omitted)    5,638       1,779         66         --          --
 Ratio of operating expense to average net assets                            1.40%       1.40%      1.40%        --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EPP(5) (INVESTING IN SHARES OF ALLIANCE VP PREMIER GROWTH PORTFOLIO -
CLASS B)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.17         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       56         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


- --------------------------------------------------------------------------------
16 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY



<PAGE>

<TABLE>
<CAPTION>


YEAR ENDED DEC. 31,                                                        1999         1998       1997        1996       1995
<S>                                                                        <C>          <C>        <C>         <C>        <C>

SUBACCOUNT ETC(5) (INVESTING IN SHARES OF ALLIANCE VP TECHNOLOGY PORTFOLIO - CLASS B)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.40         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)      105         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EHG(5) (INVESTING IN SHARES OF ALLIANCE VP U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO - CLASS B)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.00         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        7         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EAS(5) (INVESTING IN SHARES OF BARON CAPITAL ASSET FUND)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.19         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       31         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EFG(5) (INVESTING IN SHARES OF FIDELITY VIP III GROWTH & INCOME
PORTFOLIO - SERVICE CLASS)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.05         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       71         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EFM(5) (INVESTING IN SHARES OF FIDELITY VIP III MID CAP PORTFOLIO - SERVICE CLASS)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.24         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       44         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   17


<PAGE>


<TABLE>
<CAPTION>


YEAR ENDED DEC. 31,                                                        1999         1998       1997        1996       1995
<S>                                                                        <C>          <C>        <C>         <C>        <C>

SUBACCOUNT EFO(5) (INVESTING IN SHARES OF FIDELITY VIP OVERSEAS PORTFOLIO - SERVICE CLASS)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.23         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       33         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT ERE(5) (INVESTING IN SHARES OF FTVIPT FRANKLIN REAL ESTATE SECURITIES FUND - CLASS 2)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $0.97         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        1         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EMU(5) (INVESTING IN SHARES OF FTVIPT MUTUAL SHARES SECURITIES FUND - CLASS 2)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.05         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       31         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EIS(5) (INVESTING IN SHARES OF FTVIPT TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND - CLASS 2)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.02         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        1         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT JCG(5) (INVESTING IN SHARES OF GOLDMAN SACHS VIT CAPITAL GROWTH FUND)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.16         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)      226         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
18 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY



<PAGE>

<TABLE>
<CAPTION>



YEAR ENDED DEC. 31,                                                        1999         1998       1997        1996       1995
<S>                                                                        <C>          <C>        <C>         <C>        <C>

SUBACCOUNT JUS(5) (INVESTING IN SHARES OF GOLDMAN SACHS VIT CORE (SM) U.S. EQUITY FUND)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.12         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)      480         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT JGL(5) (INVESTING IN SHARES OF GOLDMAN SACHS VIT GLOBAL INCOME FUND)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $0.97         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       34         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT JIF(5) (INVESTING IN SHARES OF GOLDMAN SACHS VIT INTERNATIONAL EQUITY FUND)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.27         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       30         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EDE(5) (INVESTING IN SHARES OF J.P. MORGAN U.S. DISCIPLINED EQUITY PORTFOLIO)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.07         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       51         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT ERQ(5) (INVESTING IN SHARES OF LAZARD RETIREMENT SERIES EQUITY PORTFOLIO)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.01         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        1         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   19


<PAGE>

<TABLE>
<CAPTION>



YEAR ENDED DEC. 31,                                                        1999         1998       1997        1996       1995
<S>                                                                        <C>          <C>        <C>         <C>        <C>

SUBACCOUNT ERI(5) (INVESTING IN SHARES OF LAZARD RETIREMENT SERIES INTERNATIONAL EQUITY PORTFOLIO)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.07         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        1         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT END(5) (INVESTING IN SHARES OF MFS-Registered Trademark- NEW DISCOVERY SERIES)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.47         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       64         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT ERS(5) (INVESTING IN SHARES OF MFS-Registered Trademark- RESEARCH SERIES)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.16         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)      242         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EUT(5) (INVESTING IN SHARES OF MFS-Registered Trademark- UTILITIES SERIES)
 Accumulation unit value at beginning of period                             $1.00         --         --          --          --
 Accumulation unit value at end of period                                   $1.20         --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       30         --         --          --          --
 Ratio of operating expense to average net assets                            1.40%        --         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EPG(7) (INVESTING IN SHARES OF PUTNAM VT GROWTH AND INCOME FUND - CLASS IB SHARES)
 Accumulation unit value at beginning of period                             $1.18       $1.00        --          --          --
 Accumulation unit value at end of period                                   $1.18       $1.18        --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)    4,302         239        --          --          --
 Ratio of operating expense to average net assets                            1.40%       1.40%       --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
20 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY



<PAGE>

<TABLE>
<CAPTION>

YEAR ENDED DEC. 31,                                                          1999      1998       1997        1996       1995
<S>                                                                          <C>       <C>        <C>         <C>        <C>

SUBACCOUNT EPL(5) (INVESTING IN SHARES OF PUTNAM VT INTERNATIONAL GROWTH FUND -
CLASS IB SHARES)
 Accumulation unit value at beginning of period                             $1.00       --         --          --          --
 Accumulation unit value at end of period                                   $1.33       --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)      347       --         --          --          --
 Ratio of operating expense to average net assets                            1.40%      --         --          --          --
- ----------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EPN(5) (INVESTING IN SHARES OF PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND -
CLASS IB SHARES)
 Accumulation unit value at beginning of period                             $1.00       --         --          --          --
 Accumulation unit value at end of period                                   $1.53       --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       35       --         --          --          --
 Ratio of operating expense to average net assets                            1.40%      --         --          --          --
- ----------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EMC(5) (INVESTING IN SHARES OF ROYCE MICRO-CAP PORTFOLIO)
 Accumulation unit value at beginning of period                             $1.00       --         --          --          --
 Accumulation unit value at end of period                                   $1.15       --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       37       --         --          --          --
 Ratio of operating expense to average net assets                            1.40%      --         --          --          --
- ----------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EPR(5) (INVESTING IN SHARES OF ROYCE PREMIER PORTFOLIO)
 Accumulation unit value at beginning of period                             $1.00       --         --          --          --
 Accumulation unit value at end of period                                   $1.05       --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        1       --         --          --          --
 Ratio of operating expense to average net assets                            1.40%      --         --          --          --
- ----------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EIC(5) (Investing in shares of Wanger International Small Cap)
 Accumulation unit value at beginning of period                             $1.00       --         --          --          --
 Accumulation unit value at end of period                                   $1.51       --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       28       --         --          --          --
 Ratio of operating expense to average net assets                            1.40%      --         --          --          --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
                                             PROSPECTUS -- MAY 1, 2000      21
<PAGE>


<TABLE>
<CAPTION>

YEAR ENDED DEC. 31,                                                          1999      1998       1997        1996       1995
<S>                                                                          <C>       <C>        <C>         <C>        <C>

SUBACCOUNT EUC(5) (INVESTING IN SHARES OF WANGER U.S. SMALL CAP)
 Accumulation unit value at beginning of period                             $1.00       --         --          --          --
 Accumulation unit value at end of period                                   $1.15       --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)       19       --         --          --          --
 Ratio of operating expense to average net assets                            1.40%      --         --          --          --
- ----------------------------------------------------------------------------------------------------------------------

SUBACCOUNT EEG(5) (INVESTING IN SHARES OF WARBURG PINCUS TRUST - EMERGING GROWTH PORTFOLIO)
 Accumulation unit value at beginning of period                             $1.00       --         --          --          --
 Accumulation unit value at end of period                                   $1.31       --         --          --          --
 Number of accumulation units outstanding at end of period (000 omitted)        6       --         --          --          --
 Ratio of operating expense to average net assets                            1.40%      --         --          --          --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

1 Operations commenced on Feb. 21, 1995.
2 Net of annual contract administrative charge and mortality and expense risk
  fee.
3 Operations commenced on Aug. 26, 1999.
4 Operations commenced on Oct. 29, 1997.
5 Operations commenced on Sept. 22, 1999.
6 Operations commenced on Oct. 30, 1997.
7 Operations commenced on Oct. 5, 1998.

22 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

<PAGE>


FINANCIAL STATEMENTS
You can find the audited financial statements of the subaccounts with financial
history in the SAI. The SAI does not include the audited financial statements
for some of the subaccounts because they are new and do not have any assets. You
can find our audited financial statements later in this prospectus.

PERFORMANCE INFORMATION
Performance information for the subaccounts may appear from time to time in
advertisements or sales literature. This information reflects the performance of
a hypothetical investment in a particular subaccount during a specified time
period. We show actual performance from the date the subaccounts began investing
in funds. For some subaccounts, we do not provide any performance information
because they are new and have not had any activity to date. We also show
performance from the commencement date of the funds as if the contract existed
at that time, which it did not. Although we base performance figures on
historical earnings, past performance does not guarantee future results.

We include non-recurring charges (such as withdrawal charges) in total return
figures, but not in yield quotations. Excluding non-recurring charges in yield
calculations increases the reported value.

Total return figures reflect deduction of all applicable charges, including the:
- - contract administrative charge,
- - variable account administrative charge,
- - the Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base)*
  fee,
- - the 8% Performance Credit Rider* fee,
- - mortality and expense risk fee, and
- - withdrawal charge (assuming a full withdrawal at the end of the illustrated
period).

*You may select either the Guaranteed Minimum Income Benefit Rider (6%
Accumulation Benefit Base) or the 8% Performance Credit Rider, but not both.
Riders may not be available in all states. The Guaranteed Minimum Income Benefit
Rider (6% Accumulation Benefit Base) is only available if the annuitant is age
75 or younger.

We also show optional total return quotations that do not reflect a withdrawal
charge deduction (assuming no withdrawal), the Guaranteed Minimum Income Benefit
Rider (6% Accumulation Benefit Base) fee and the 8% Performance Credit Rider
fee. We may show total return quotations by means of schedules, charts or
graphs.

                                             PROSPECTUS -- MAY 1, 2000      23
<PAGE>


AVERAGE ANNUAL TOTAL RETURN is the average annual compounded rate of return of
the investment over a period of one, five and ten years (or up to the life of
the subaccount if it is less than ten years old).

CUMULATIVE TOTAL RETURN is the cumulative change in the value of an investment
over a specified time period. We assume that income earned by the investment is
reinvested. Cumulative total return generally will be higher than average annual
total return.

ANNUALIZED SIMPLE YIELD (FOR SUBACCOUNTS INVESTING IN MONEY MARKET FUNDS)
"annualizes" the income generated by the investment over a given seven-day
period. That is, we assume the amount of income generated by the investment
during the period will be generated each seven-day period for a year. We show
this as a percentage of the investment.

ANNUALIZED COMPOUND YIELD (FOR SUBACCOUNTS INVESTING IN MONEY MARKET FUNDS) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it. Compound yield will be higher than the simple yield because of
the compounding effect of the assumed reinvestment.

ANNUALIZED YIELD (FOR SUBACCOUNTS INVESTING IN INCOME FUNDS) divides the net
investment income (income less expenses) for each accumulation unit during a
given 30-day period by the value of the unit on the last day of the period. We
then convert the result to an annual percentage.

You should consider performance information in light of the investment
objectives, policies, characteristics and quality of the fund in which the
subaccount invests and the market conditions during the specified time period.
Advertised yields and total return figures include charges that reduce
advertised performance. Therefore, you should not compare subaccount performance
to that of mutual funds that sell their shares directly to the public. (See the
SAI for a further description of methods used to determine total return and
yield.)

If you would like additional information about actual performance, please
contact us at the address or telephone number on the first page of this
prospectus.


24 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

<PAGE>



THE VARIABLE ACCOUNT AND THE FUNDS

You may allocate payments to any or all of the subaccounts of the variable
account that invest in shares of the following funds:

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------
SUBACCOUNT    INVESTING IN               INVESTMENT OBJECTIVES AND POLICIES:     INVESTMENT ADVISOR OR MANAGER
<S>           <C>                        <C>                                     <C>
- --------------------------------------------------------------------------------------------------------------

EVB           AXP(SM) Variable           Objective: long-term total return       IDS Life, investment
              Portfolio - Blue Chip      exceeding that of the U.S. stock        manager; American
              Advantage Fund             market. Invests primarily in            Express Financial
                                         common stocks of companies              Corporation (AEFC)
                                         included in the unmanaged S&P 500       investment advisor.
                                         Index.
- --------------------------------------------------------------------------------------------------------------

ESI           AXP(SM) Variable           Objective: high level of current        IDS Life, investment
              Portfolio -Bond Fund       income while conserving the value       manager; AEFC,
                                         of the investment and continuing        investment advisor.
                                         a high level of income for the
                                         longest time period. Invests
                                         primarily in bonds and other debt
                                         obligations.
- --------------------------------------------------------------------------------------------------------------

ECR           AXP(SM) Variable           Objective: capital appreciation.        IDS Life, investment
              Portfolio -Capital         Invests primarily in U.S. common        manager; AEFC
              Resource Fund              stocks and other securities             investment advisor.
                                         convertible into common stocks.
- --------------------------------------------------------------------------------------------------------------

EMS           AXP(SM) Variable           Objective: maximum current income       IDS Life, investment
              Portfolio -Cash            consistent with liquidity and           manager; AEFC
              Management Fund            conservation of capital. Invests        investment advisor.
                                         in money market securities.
- --------------------------------------------------------------------------------------------------------------

EVD           AXP(SM) Variable           Objective: a high level of              IDS Life, investment
              Portfolio -                current income and, as a                manager; AEFC
              Diversified Equity         secondary goal, steady growth of        investment advisor.
              Income Fund                capital. Invests primarily in
                                         dividend-paying common and
                                         preferred stocks.
- --------------------------------------------------------------------------------------------------------------

EIA           AXP(SM) Variable           Objective: high current income,         IDS Life, investment
              Portfolio -Extra           with capital growth as a                manager; AEFC
              Income Fund                secondary objective. Invests            investment advisor.
                                         primarily in high-yielding,
                                         high-risk corporate bonds issued
                                         by U.S. and foreign companies and
                                         governments.
- --------------------------------------------------------------------------------------------------------------

EVF           AXP(SM) Variable           Objective: a high level of              IDS Life, investment
              Portfolio - Federal        current income and safety of            manager; AEFC
              Income Fund                principal consistent with an            investment advisor.
                                         investment in U.S. government and
                                         government agency securities.
                                         Invests primarily in debt
                                         obligations issued or guaranteed
                                         as to principal and interest by
                                         the U.S. government, its agencies
                                         or instrumentalities.
- --------------------------------------------------------------------------------------------------------------

EVG           AXP(SM) Variable           Objective: long-term capital            IDS Life, investment
              Portfolio -Growth Fund     growth. Invests primarily in            manager; AEFC
                                         common stocks and securities            investment advisor.
                                         convertible into common stocks
                                         that appear to offer growth
                                         opportunities.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

                                             PROSPECTUS -- MAY 1, 2000      25
<PAGE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------
SUBACCOUNT    INVESTING IN               INVESTMENT OBJECTIVES AND POLICIES:     INVESTMENT ADVISOR OR MANAGER
<S>           <C>                        <C>                                     <C>
- --------------------------------------------------------------------------------------------------------------
EMG           AXP(SM) Variable           Objective: maximum total                IDS Life, investment
              Portfolio - Managed        investment return through a             manager; AEFC
              Fund                       combination of capital growth and       investment advisor.
                                         current income. Invests primarily
                                         in a combination of common and
                                         preferred stocks, convertible
                                         securities, bonds and other debt
                                         securities.
- --------------------------------------------------------------------------------------------------------------

EGD           AXP(SM) Variable           Objective: long-term growth of          IDS Life, investment
              Portfolio -New             capital. Invests primarily in           manager; AEFC
              Dimensions Fund            common stocks of U.S. and foreign       investment advisor.
              -Registered Trademark-     companies showing potential for
                                         significant growth.
- --------------------------------------------------------------------------------------------------------------

EVS           AXP(SM) Variable            Objective: long-term capital           IDS Life, investment
              Portfolio -Small Cap        growth. Invests primarily in           manager; AEFC
              Advantage Fund              equity stocks of small companies       investment advisor.
                                          that are often included in the
                                          S&P Small Cap 600 Index or the
                                          Russell 2000 Index.
- --------------------------------------------------------------------------------------------------------------

ECA           AIM V.I. Capital            Objective: growth of capital.          A I M Advisors, Inc.
              Appreciation Fund           Invests primarily in common
                                          stocks, with emphasis on medium-
                                          or small-sized growth companies.
- --------------------------------------------------------------------------------------------------------------

ECD           AIM V.I. Capital            Objective: long term growth of         A I M Advisors, Inc.
              Development Fund            capital. Invests primarily in
                                          securities (including common
                                          stocks, convertible securities
                                          and bonds) of small- and
                                          medium-sized companies.
- --------------------------------------------------------------------------------------------------------------

EVA           AIM V.I. Value Fund         Objective: long-term growth of         A I M Advisors, Inc.
                                          capital with income as a
                                          secondary objective. Invests
                                          primarily in equity securities
                                          judged to be undervalued relative
                                          to the investment advisor's
                                          appraisal of the current or
                                          projected earnings of the
                                          companies issuing the securities,
                                          or relative to current market
                                          values of assets owned by the
                                          companies issuing the securities,
                                          or relative to the equity market
                                          generally.

- --------------------------------------------------------------------------------------------------------------

EPP           Alliance VP Premier         Objective: long-term growth of         Alliance Capital
              Growth Portfolio            capital by pursuing aggressive         Management, L.P.
              (Class B)                   investment policies. Invests
                                          primarily in equity securities of
                                          a limited number of large,
                                          carefully selected, high-quality
                                          U.S. companies that are judged
                                          likely to achieve superior
                                          earnings growth.
- --------------------------------------------------------------------------------------------------------------

ETC           Alliance VP Technology      Objective: growth of capital.          Alliance Capital
              Portfolio (Class B)         Current income is only an              Management, L.P.
                                          incidental consideration. Invests
                                          primarily in securities of
                                          companies expected to benefit
                                          from technological advances and
                                          improvements.
- --------------------------------------------------------------------------------------------------------------

EHG           Alliance VP U.S.            Objective: high level of current       Alliance Capital
              Government/ High Grade      income consistent with                 Management, L.P.
              Securities Portfolio        preservation of capital. Invest
              (Class B)                   primarily in (1) U.S. Government
                                          securities and (2) other
                                          high-grade debt securities or, if
                                          unrated, of equivalent quality.
- --------------------------------------------------------------------------------------------------------------

</TABLE>

26 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

<PAGE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------
SUBACCOUNT    INVESTING IN               INVESTMENT OBJECTIVES AND POLICIES:     INVESTMENT ADVISOR OR MANAGER
<S>           <C>                        <C>                                     <C>
- --------------------------------------------------------------------------------------------------------------

EAS           Baron Capital Asset         Objective: capital appreciation.       BAMCO, Inc.
              Fund                        Invests primarily in securities
                                          of small and medium sized
                                          companies with undervalued assets
                                          or favorable growth prospects.
- --------------------------------------------------------------------------------------------------------------

EFG           Fidelity VIP III            Objective: high total return           Fidelity Management &
              Growth & Income             through a combination of current       Research Company
              Portfolio (Service          income and capital appreciation.       (FMR), investment
              Class)                      Invests primarily in common            manager; FMR U.K. and
                                          stocks with a focus on those that      FMR Far East,
                                          pay current dividends and show         sub-investment
                                          potential for capital                  advisors.
                                          appreciation.
- --------------------------------------------------------------------------------------------------------------

EFM           Fidelity VIP III Mid        Objective: long-term growth of         FMR, investment
              Cap Portfolio (Service      capital. Invests primarily in          manager; FMR U.K. and
              Class)                      medium market capitalization           FMR Far East,
                                          common stocks.                         sub-investment
                                                                                 advisors.
- --------------------------------------------------------------------------------------------------------------

EFO           Fidelity VIP Overseas       Objective: long-term growth of         FMR, investment
              Portfolio (Service          capital. Invests primarily in          manager; FMR U.K., FMR
              Class)                      common stocks of foreign               Far East, Fidelity
                                          securities.                            International
                                                                                 Investment Advisors
                                                                                 (FIIA) and FIIA U.K.,
                                                                                 sub-investment advisors.
- --------------------------------------------------------------------------------------------------------------

ERE           FTVIPT Franklin Real        Objective: capital appreciation        Franklin Advisers, Inc.
              Estate Fund - Class 2       with a secondary goal to earn
              (previously Franklin        current income. Invests primarily
              Real Estate Securities      in securities of companies
              Fund)                       operating in the real estate
                                          industry, primarily equity real
                                          estate investment trusts (REITS).
- --------------------------------------------------------------------------------------------------------------

EMU           FTVIPT Mutual Shares        Objective: capital appreciation        Franklin Mutual
              Securities Fund -           with income as a secondary goal.       Advisers, LLC
              Class 2                     Invests primarily in equity
                                          securities of companies that the
                                          manager believes are available at
                                          market prices less than their
                                          value based on certain recognized
                                          or objective criteria (intrinsic
                                          value).
- --------------------------------------------------------------------------------------------------------------

EIS           FTVIPT Templeton            Objective: long-term capital           Templeton Investment
              International Smaller       appreciation. Invests primarily        Counsel, Inc.
              Companies Fund - Class 2    in equity securities of smaller
                                          companies located outside the
                                          U.S., including in emerging
                                          markets.
- --------------------------------------------------------------------------------------------------------------

JCG           Goldman Sachs VIT           Objective: long-term growth of         Goldman Sachs Asset
              Capital Growth Fund         capital. Invests primarily in          Management
                                          equity securities considered by
                                          the Investment Advisor to have
                                          long-term capital appreciation
                                          potential.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

                                             PROSPECTUS -- MAY 1, 2000      27

<PAGE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------
SUBACCOUNT    INVESTING IN               INVESTMENT OBJECTIVES AND POLICIES:     INVESTMENT ADVISOR OR MANAGER
<S>           <C>                        <C>                                     <C>
- --------------------------------------------------------------------------------------------------------------

JUS           Goldman Sachs VIT           Objective: long-term growth of         Goldman Sachs Asset
              CORE(SM) U.S. Equity        capital and dividend income.           Management
              Fund                        Invests primarily in a broadly
                                          diversified portfolio of
                                          large-cap and blue chip equity
                                          securities representing all major
                                          sectors of the U.S. economy.
- --------------------------------------------------------------------------------------------------------------

JGL           Goldman Sachs VIT Global    Objective: high total return,          Goldman Sachs Asset
              Income Fund                 emphasizing current income, and,       Management
                                          to a lesser extent, providing          International
                                          opportunities for capital
                                          appreciation. Invests primarily
                                          in a portfolio of high quality
                                          fixed-income securities of U.S.
                                          and foreign issuers and enters
                                          into transactions in foreign
                                          currencies.
- --------------------------------------------------------------------------------------------------------------

JIF           Goldman Sachs VIT           Objective: long-term capital           Goldman Sachs Asset
              International Equity        appreciation. Invests primarily        Management
              Fund                        in equity securities of companies      International
                                          that are organized outside the
                                          U.S., or whose securities are
                                          principally traded outside the
                                          U.S.
- --------------------------------------------------------------------------------------------------------------

EIT           Goldman Sachs VIT           Objective: long-term growth of         Goldman Sachs Asset
              Internet Tollkeeper         capital. Invests primarily in          Management
              Fund                        equity securities of companies
                                          that the Investment Advisor
                                          believes will benefit from the
                                          growth of the Internet by
                                          providing access, infrastructure,
                                          content and services to Internet
                                          companies and customers.
- --------------------------------------------------------------------------------------------------------------

EJA           Janus Aspen Series          Objective: long-term growth of         Janus Capital
              Aggressive Growth           capital. Invests primarily in
              Portfolio: Service          common stocks selected for their
              Shares                      growth potential and normally
                                          invests at least 50% of its
                                          equity assets in medium-sized
                                          companies.
- --------------------------------------------------------------------------------------------------------------

EJT           Janus Aspen Series          Objective: long-term growth of         Janus Capital
              Global Technology           capital. Invests primarily in
              Portfolio: Service          equity securities of U.S. and
              Shares                      foreign companies selected for
                                          their growth potential. Normally
                                          invests at least 65% of assets in
                                          securities of companies that the
                                          manager believes will benefit
                                          significantly from advancements
                                          or improvements in technology.
- --------------------------------------------------------------------------------------------------------------

EJG           Janus Aspen Series          Objective: long-term growth of         Janus Capital
              Growth Portfolio:           capital in a manner consistent
              Service Shares              with the preservation of capital.
                                          Invests primarily in common
                                          stocks selected for their growth
                                          potential.
- --------------------------------------------------------------------------------------------------------------

EJI           Janus Aspen Series          Objective: long-term growth of         Janus Capital
              International Growth        capital. Invests at least 65% of
              Portfolio: Service          its total assets in securities of
              Shares                      issuers from at least five
                                          different countries, excluding
                                          the U.S. It may at times invest
                                          all of its assets in fewer than
                                          five countries or even a single
                                          country.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

28 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

<PAGE>


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------
SUBACCOUNT    INVESTING IN               INVESTMENT OBJECTIVES AND POLICIES:     INVESTMENT ADVISOR OR MANAGER
<S>           <C>                        <C>                                     <C>
- --------------------------------------------------------------------------------------------------------------

EDE           J.P. Morgan U.S.            Objective: seeks to provide a          J.P. Morgan
              Disciplined Equity          high total return from a
              Portfolio                   portfolio comprised of selected
                                          equity securities. The portfolio
                                          invests primarily in the common
                                          stocks of U.S. corporations with
                                          market capitalizations above $1.5
                                          billion. The portfolio is
                                          designed for investors who want
                                          an actively managed portfolio of
                                          selected equity securities that
                                          seeks to outperform the S&P 500
                                          Index.
- --------------------------------------------------------------------------------------------------------------

ERQ           Lazard Retirement           Objective: long-term capital           Lazard Asset Management
              Series Equity Portfolio     appreciation. Invests primarily
                                          in equity securities, principally
                                          common stocks of relatively large
                                          U.S. companies (those whose total
                                          market value is more than $1
                                          billion) that the Investment
                                          Manager believes are undervalued
                                          based on their earnings, cash
                                          flow or asset values.
- --------------------------------------------------------------------------------------------------------------

ERI           Lazard Retirement           Objective: long-term capital           Lazard Asset Management
              Series International        appreciation. Invests primarily
              Equity Portfolio            in equity securities, principally
                                          common stocks of relatively large
                                          non-U.S. companies (those whose
                                          total market value is more than
                                          $1 billion) that the Investment
                                          Manager believes are undervalued
                                          based on their earnings, cash
                                          flow or asset values.

- --------------------------------------------------------------------------------------------------------------

END           MFS-Registered Trademark-   Objective: capital appreciation.       MFS Investment
              New Discovery Series        Invests primarily in equity            Management-Registered
                                          securities of emerging growth          Trademark-
                                          companies.
- --------------------------------------------------------------------------------------------------------------

ERS           MFS-Registered Trademark-   Objective: long-term growth of         MFS Investment
              Research Series             capital and future income.             Management-Registered
                                          Invests primarily in common            Trademark-
                                          stocks and related securities
                                          that have favorable prospects for
                                          long-term growth, attractive
                                          valuations based on current and
                                          expected earnings or cash flow,
                                          dominant or growing market share,
                                          and superior management.
- --------------------------------------------------------------------------------------------------------------

EUT           MFS-Registered Trademark-   Objective: capital growth and          MFS Investment Management
              Utilities Series             current income. Invests primarily     -Registered Trademark-
                                          in equity and debt securities of
                                          domestic and foreign companies in
                                          the utilities industry.
- --------------------------------------------------------------------------------------------------------------

EPG           Putnam VT Growth and        Objective: capital growth and          Putnam Investment
              Income Fund - Class IB      current income. Invests primarily      Management, Inc.
              Shares                      in common stocks that offer
                                          potential of capital growth,
                                          current income or both.
- --------------------------------------------------------------------------------------------------------------

EPL           Putnam VT                   Objective: capital appreciation.       Putnam Investment
              International Growth        Invests primarily in growth            Management, Inc.
              Fund - Class IB Shares      stocks outside the U.S.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

                                             PROSPECTUS -- MAY 1, 2000      29

<PAGE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------
SUBACCOUNT    INVESTING IN               INVESTMENT OBJECTIVES AND POLICIES:     INVESTMENT ADVISOR OR MANAGER
<S>           <C>                        <C>                                     <C>
- --------------------------------------------------------------------------------------------------------------

EPN           Putnam VT                   Objective: long-term capital           Putnam Investment
              International New           appreciation by investing in           Management, Inc.
              Opportunities Fund          companies that have above-average
              -Class IB Shares            growth prospects due to the
                                          fundamental growth of their
                                          market sector. Invests primarily
                                          in growth stocks outside the U.S.
- --------------------------------------------------------------------------------------------------------------

EMC           Royce Micro-Cap             Objective: long-term growth of         Royce & Associates,
              Portfolio                   capital. Invests primarily in a        Inc.
                                          broadly diversified portfolio of
                                          equity securities issued by
                                          micro-cap companies (companies
                                          with stock market capitalizations
                                          below $300 million).
- --------------------------------------------------------------------------------------------------------------

EPR           Royce Premier Portfolio     Objective: long-term growth of         Royce & Associates,
                                          capital with current income as a       Inc.
                                          secondary objective. Invests
                                          primarily in a limited number of
                                          equity securities issued by small
                                          companies with stock market
                                          capitalization between $300
                                          million and $1.5 billion.
- --------------------------------------------------------------------------------------------------------------

ETV           Third Avenue Value          Objective: long-term capital           EQSF Advisers, Inc.
              Portfolio                   appreciation. Invests primarily
                                          in common stocks of well-financed
                                          companies at a substantial
                                          discount to what the Advisor
                                          believes is their true value.
- --------------------------------------------------------------------------------------------------------------

EIC           Wanger International        Objective: long-term growth of         Wanger Asset
              Small Cap                   capital. Invests primarily in          Management, L.P.
                                          stocks of small- and medium-size
                                          non-U.S. companies.
- --------------------------------------------------------------------------------------------------------------

EUC           Wanger U.S. Small Cap       Objective: long-term growth of         Wanger Asset
                                          capital. Invests primarily in          Management, L.P.
                                          stocks of small- and medium-size
                                          U.S. companies.
- --------------------------------------------------------------------------------------------------------------

EEG           Warburg Pincus Trust -      Objective: maximum capital             Credit Suisse Asset
              Emerging Growth             appreciation. Invests primarily        Management, LLC
              Portfolio                   in equity securities of small- or
                                          medium-sized U.S. emerging growth
                                          companies.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

30 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>

The investment objectives and policies of some of the funds are similar to the
investment objectives and policies of other mutual funds that an investment
advisor or its affiliates manage. Although the objectives and policies may be
similar, each fund will have its own portfolio holdings and its own fees and
expenses. Accordingly, each fund will have its own investment results, and those
results may differ significantly from other funds with similar investment
objectives and policies.

The investment managers and advisors cannot guarantee that the funds will meet
their investment objectives. Please read the funds' prospectuses for facts you
should know before investing. These prospectuses are also available by
contacting us at the address or telephone number on the first page of this
prospectus.

All funds are available to serve as the underlying investments for variable
annuities. Some funds also are available to serve as investment options for
variable life insurance policies and tax-deferred retirement plans. It is
possible that in the future, it may be disadvantageous for variable annuity
accounts and variable life insurance accounts and/or tax-deferred retirement
plans to invest in the available funds simultaneously.

Although the insurance company and the funds do not currently foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor events in order to identify any material conflicts between annuity
owners, policy owners and tax-deferred retirement plans and to determine what
action, if any, should be taken in response to a conflict. If a board were to
conclude that it should establish separate funds for the variable annuity,
variable life insurance and tax-deferred retirement plan accounts, you would not
bear any expenses associated with establishing separate funds. Please refer to
the funds' prospectuses for risk disclosure regarding simultaneous investments
by variable annuity, variable life insurance and tax-deferred retirement plan
accounts.

The Internal Revenue Service (IRS) issued final regulations relating to the
diversification requirements under Section 817(h) of the Code. Each fund intends
to comply with these requirements.

The variable account was established under Indiana law on July 15, 1987, and the
subaccounts are registered together as a single unit investment trust under the
Investment Company Act of 1940 (the 1940 Act). This registration does not
involve any supervision of our management or investment practices and policies
by the SEC. All obligations arising under the contracts are general obligations
of American Enterprise Life.

The variable account meets the definition of a separate account under federal
securities laws. We credit or charge income, capital gains and capital losses of
each subaccount only to that subaccount. State insurance law prohibits us from
charging a subaccount with liabilities of any other subaccount or of our general
business. The variable account includes other subaccounts that are available
under contracts that are not described in this prospectus.

The U.S. Treasury and the IRS indicated that they may provide additional
guidance on investment control. This concerns how many variable subaccounts an
insurance company may offer and how many exchanges among subaccounts it may
allow before the contract owner would be currently taxed on income earned within
subaccount assets. At this time, we do not know what the additional guidance
will be or when action will be taken. We reserve the right to modify the
contract, as necessary, so that the owner will not be subject to current
taxation as the owner of the subaccount assets.

We intend to comply with all federal tax laws so that the contract continues to
qualify as an annuity for federal income tax purposes. We reserve the right to
modify the contract as necessary to comply with any new tax laws.




- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   31


<PAGE>

THE FIXED ACCOUNTS

GUARANTEE PERIOD ACCOUNTS
You may allocate purchase payments to one or more of the Guarantee Period
Accounts with Guarantee Periods ranging from two to ten years. These accounts
are not available in all states and are not offered after annuity payouts begin.
Some states also restrict the amount you can allocate to these accounts. Each
Guarantee Period Account pays an interest rate that is declared when you
allocate money to that account. That interest rate is then fixed for the
Guarantee Period that you chose. We will periodically change the declared
interest rate for any future allocations to these accounts, but we will not
change the rate paid on money currently in a Guarantee Period Account.

The interest rates that we will declare as guaranteed rates in the future are
determined by us at our discretion. We will determine these rates based on
various factors including, but not limited to, the interest rate environment,
returns available on investments backing these annuities, product design,
competition and American Enterprise Life's revenues and other expenses.

You may transfer money out of the Guarantee Period Accounts within 30 days
before the end of the Guarantee Period without receiving a MVA (see "Market
Value Adjustment (MVA)" below.) At that time you may choose to start a new
Guarantee Period of the same length, transfer the money to another Guarantee
Period Account, transfer the money to any of the subaccounts, or withdraw the
money from the contract (subject to applicable withdrawal provisions). If we do
not receive any instructions at the end of your Guarantee Period, we will
automatically transfer the money into the one-year fixed account.

We hold amounts you allocate to the Guarantee Period Accounts in a "nonunitized"
separate account we have established under the Indiana Insurance Code. This
separate account provides an additional measure of assurance that we will make
full payment of amounts due under the Guarantee Period Accounts. State insurance
law prohibits us from charging this separate account with liabilities of any
other separate account or of our general business. We own the assets of this
separate account as well as any favorable investment performance of those
assets. You do not participate in the performance of the assets held in this
separate account. We guarantee all benefits relating to your value in the
Guarantee Period Accounts.

We intend to construct and manage the investment portfolio relating to the
separate account using a strategy known as "immunization." Immunization seeks to
lock in a defined return on the pool of assets versus the pool of liabilities
over a specified time horizon. Since the return on the assets versus the
liabilities is locked in, it is "immune" to any potential fluctuations in
interest rates during the given time. We achieve immunization by constructing a
portfolio of assets with a price sensitivity to interest rate changes (i.e.,
price duration) that is essentially equal to the price duration of the
corresponding portfolio of liabilities. Portfolio immunization provides us with
flexibility and efficiency in creating and managing the asset portfolio, while
still assuring safety and soundness for funding liability obligations.

We must invest this portfolio of assets in accordance with requirements
established by applicable state laws regarding the nature and quality of
investments that life insurance companies may make and the percentage of their
assets that they may commit to any particular type of investment. Our investment
strategy will incorporate the use of a variety of debt instruments having price
durations tending to match the applicable Guarantee Periods. These instruments
include, but are not necessarily limited to, the following:

- - Securities issued by the U.S. government or its agencies or instrumentalities,
  which issues may or may not be guaranteed by the U.S. government;

- - Debt securities that have an investment grade, at the time of purchase,
  within the four highest grades assigned by any of three nationally recognized
  rating agencies -- Standard & Poor's, Moody's Investors Service or Duff and
  Phelp's -- or are rated in the two highest grades by the National Association
  of Insurance Commissioners;


- --------------------------------------------------------------------------------
32 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>

- - Other debt instruments which are unrated or rated below investment grade,
  limited to 10% of assets at the time of purchase; and

- - Real estate mortgages, limited to 45% of portfolio assets at the time of
  acquisition.

In addition, options and futures contracts on fixed income securities will be
used from time to time to achieve and maintain appropriate investment and
liquidity characteristics on the overall asset portfolio.

While this information generally describes our investment strategy, we are not
obligated to follow any particular strategy except as may be required by federal
law and Indiana and other state insurance laws.


MARKET VALUE ADJUSTMENT (MVA)
You may choose to transfer or withdraw money out of the Guarantee Period
Accounts prior to the end of the Guarantee Period. The amount transferred or
withdrawn will receive a MVA which will increase or decrease the actual amount
transferred or withdrawn. We calculate the MVA using the formula shown below and
we base it on the current level of interest rates compared to the rate of your
Guarantee Period Account.

Amount transferred     x     (    l + i     )     n/12
                             ----------------
                             ( l + j + .001 )

Where:                       i  = rate earned in the account from which
                                  funds are being transferred

                             j  = current rate for a new Guarantee Period equal
                                  to the remaining term in the current
                                  Guarantee Period

                             n  = number of months remaining in the current
                                  Guarantee Period (rounded up)

We will not make MVAs for amounts withdrawn for withdrawal charges, the annual
contract administrative charge or paid out as a death claim. We also will not
make MVAs on automatic transfers from the two-year Guarantee Period Account. We
determine any applicable withdrawal charges based on the market value adjusted
withdrawals. In some states the MVA is limited.

THE ONE-YEAR FIXED ACCOUNT

You may also allocate purchase payments to the one-year fixed account. Some
states may restrict the amount you can allocate to this account. We back the
principal and interest guarantees relating to the one-year fixed account. The
value of the one-year fixed account increases as we credit interest to the
account. Purchase payments and transfers to the one-year fixed account become
part of our general account. We credit interest daily and compound it annually.
We will change the interest rates from time to time at our discretion. These
rates will be based on various factors including, but not limited to, the
interest rate environment, returns earned on investments backing these
annuities, the rates currently in effect for new and existing company annuities,
product design, competition, and the company's revenues and expenses.

Interest in the one-year fixed account is not required to be registered with the
SEC. However, the Market Value Adjustment interests under the contracts are
registered with the SEC. The SEC staff does not review the disclosures in this
prospectus on the one-year fixed account (but the SEC does review the
disclosures in this prospectus on the Market Value Adjustment interests).
Disclosures regarding the one-year fixed account, however, may be subject to
certain generally applicable provisions of the federal securities laws relating
to the accuracy and completeness of statements made in prospectuses. (See
"Making the Most of Your Contract -- Transfer policies" for restrictions on
transfers involving the one-year fixed account.)



- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   33

<PAGE>

BUYING YOUR CONTRACT

You can fill out an application and send it along with your initial purchase
payment to our office. As the owner, you have all rights and may receive all
benefits under the contract. You can own a nonqualified annuity in joint tenancy
with rights of survivorship only in spousal situations. You cannot own a
qualified annuity in joint tenancy. You can buy a contract or become an
annuitant if you are 90 or younger.

When you apply, you may select:

- - one of three death benefit options if both you and the annuitant are age 79
  or younger*: Option A -- Return of purchase payment death benefit, Option B
  -- Maximum anniversary value death benefit, or Option C -- 5% Accumulation
  death benefit rider**;

- - the optional Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit
  Base)***;

- - the optional 8% Performance Credit Rider;

- - the one-year fixed account, Guarantee Period Accounts and/or subaccounts in
  which you want to invest****;

- - how you want to make purchase payments;

- - the date you want to start receiving annuity payouts (the
  retirement date); and

- - a beneficiary.

    * If either you or the annuitant are age 80 or older, Option A -- Return
      of purchase payment death benefit will apply.
   ** May not be available in all states.
  *** You may select either the Guaranteed Minimum Income Benefit Rider (6%
      Accumulation Benefit Base) or the 8% Performance Credit Rider, but not
      both. Riders may not be available in all states. The Guaranteed Minimum
      Income Benefit Rider (6% Accumulation Benefit Base) is only avaialble
      if the annuitant is age 75 or younger.
 **** Some states may restrict the amount you can allocate to the
      fixed accounts.

The contract provides for allocation of purchase payments to the subaccounts of
the variable account and/or to the fixed accounts in even 1% increments.

If your application is complete, we will process it and apply your purchase
payment to the fixed accounts and subaccounts you selected within two business
days after we receive it at our office. If we accept your application, we will
send you a contract. If we cannot accept your application within five business
days, we will decline it and return your payment. We will credit additional
purchase payments you make to your accounts on the valuation date we receive
them. We will value the additional payments at the next accumulation unit value
calculated after we receive your payments at our office.

You may make monthly payments to your contract under a Systematic Investment
Plan (SIP). You must make an initial purchase payment of at least $5,000 in
Texas, Washington, Pennsylvania or South Carolina or $2,000 in all other states.
Then, to begin the SIP, you will complete and send a form and your first SIP
payment along with your application. There is no charge for SIP. You can stop
your SIP payments at any time.

In most states, you may make additional purchase payments to nonqualified and
qualified annuities until the retirement date.




- --------------------------------------------------------------------------------
34 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>

THE RETIREMENT DATE
Annuity payouts are to begin on the retirement date. You can align this date
with your actual retirement from a job, or it can be a different future date,
depending on your needs and goals and on certain restrictions. You also can
change the date, provided you send us written instructions at least 30 days
before annuity payouts begin.

FOR NONQUALIFIED ANNUITIES AND ROTH IRAS, the retirement date must be:

- - no earlier than the 60th day after the contract's effective date; and
- - no later than the annuitant's 85th birthday (or the tenth contract
  anniversary, if later).

FOR QUALIFIED ANNUITIES (EXCEPT ROTH IRAS), to avoid IRS penalty taxes, the
retirement date generally must be:

- - on or after the date the annuitant reaches age 59 1/2; and
- - for IRAs and SEPs, by April 1 of the year following the calendar year when
  the annuitant reaches age 70 1/2; or
- - for TSAs, by April 1 of the year following the calendar year when the
  annuitant reaches age 70 1/2 or, if later, retires (except that 5% business
  owners may not select a retirement date that is later than April 1 of the
  year following the calendar year when they reach age 70 1/2).

If you are taking the minimum IRA or TSA distributions as required by the Code
from another tax-qualified investment, or in the form of partial withdrawals
from this contract, annuity payouts can start as late as the annuitant's 85th
birthday or the tenth contract anniversary, if later.


BENEFICIARY
If death benefits become payable before the retirement date (while the contract
is in force and before annuity payouts begin), we will pay your named
beneficiary all or part of the contract value. If there is no named beneficiary,
then you or your estate will be the beneficiary. (See "Benefits in Case of
Death" for more about beneficiaries.)


PURCHASE PAYMENTS

MINIMUM INITIAL PURCHASE PAYMENT (INCLUDING SIPS):
   $5,000 in Texas, Washington, Pennsylvania and South Carolina
   $2,000 in all other states

MINIMUM ADDITIONAL PURCHASE PAYMENTS:
   $ 50 for SIPs
   $100 for regular payments

MAXIMUM TOTAL PURCHASE PAYMENTS* (WITHOUT PRIOR APPROVAL):
   $1,000,000 for ages up to 85
   $ 100,000 for ages 86 to 90

* These limits apply in total to all American Enterprise Life annuities you own.
  We reserve the right to increase maximum limits. For qualified annuities the
  tax-deferred retirement plan's limits on annual contributions also apply.





- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   35

<PAGE>

HOW TO MAKE PURCHASE PAYMENTS
- --------------------------------------------------------------------------------
 1 BY LETTER:
- --------------------------------------------------------------------------------

Send your check along with your name and contract number to:

AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
829 AXP FINANCIAL CENTER
MINNEAPOLIS, MN 55474

- --------------------------------------------------------------------------------
 2 BY SIP:
- --------------------------------------------------------------------------------

Contact your sales representative to complete the necessary SIP paperwork.



CHARGES

CONTRACT ADMINISTRATIVE CHARGE
We charge this fee for establishing and maintaining your records. We deduct $30
from the contract value on your contract anniversary at the end of each contract
year. We prorate this charge among the subaccounts and the fixed accounts in the
same proportion your interest in each account bears to your total contract
value.

We will waive this charge when your contract value is $50,000 or more on the
current contract anniversary.

If you take a full withdrawal from your contract, we will deduct this charge at
the time of withdrawal regardless of the contract value. We cannot increase the
annual contract administrative charge and it does not apply after annuity
payouts begin or when we pay death benefits.


VARIABLE ACCOUNT ADMINISTRATIVE CHARGE
We apply this charge daily to the subaccounts. It is reflected in the unit
values of your subaccounts and it totals 0.15% of their average daily net assets
on an annual basis. It covers certain administrative and operating expenses of
the subaccounts such as accounting, legal and data processing fees and expenses
involved in the preparation and distribution of reports and prospectuses. We
cannot increase the variable account administrative charge.


MORTALITY AND EXPENSE RISK FEE
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee and it totals 1.25% of their average daily net assets on an
annual basis. This fee includes coverage under any of the three death benefit
options. This fee covers the mortality and expense risk that we assume.
Approximately two-thirds of this amount is for our assumption of mortality risk,
and one-third is for our assumption of expense risk. This fee does not apply to
the fixed accounts.

Mortality risk arises because of our guarantee to pay a death benefit and our
guarantee to make annuity payouts according to the terms of the contract, no
matter how long a specific annuitant lives and no matter how long our entire
group of annuitants live. If, as a group, annuitants outlive the life expectancy
we assumed in our actuarial tables, then we must take money from our general
assets to meet our obligations. If, as a group, annuitants do not live as long
as expected, we could profit from the mortality risk fee.






- --------------------------------------------------------------------------------
36 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>

Expense risk arises because we cannot increase the contract administrative
charge or variable account administrative charge and these charges may not cover
our expenses. We would have to make up any deficit from our general assets. We
could profit from the expense risk fee if future expenses are less than
expected.

The subaccounts pay us the mortality and expense risk fee they accrued as
follows:

- - first, to the extent possible, the subaccounts pay this fee from any
  dividends distributed from the funds in which they invest;

- - then, if necessary, the funds redeem shares to cover any remaining fees
  payable.

We may use any profits we realize from the subaccounts' payment to us of the
mortality and expense risk fee for any proper corporate purpose, including,
among others, payment of distribution (selling) expenses. We do not expect that
the withdrawal charge, discussed in the following paragraphs, will cover sales
and distribution expenses.


GUARANTEED MINIMUM INCOME BENEFIT RIDER (6% ACCUMULATION BENEFIT BASE) FEE
We charge a fee based on an adjusted contract value for this optional feature
only if you choose this option.* If selected, we deduct the fee (currently
0.35%) from the contract value on your contract anniversary at the end of each
contract year. We prorate this fee among the subaccounts and fixed accounts in
the same proportion your interest in each account bears to your total contract
value.

We apply the fee on an adjusted contract value calculated as the contract value
plus the lesser of zero or (a)-(b), where:

   (a) is the transfers from the subaccounts to the fixed accounts in the last
       six months, and
   (b) is the total contract value in the fixed accounts.

This adjustment to the contract value allows us to base the charge largely on
the subaccounts, and not on the fixed accounts. We will deduct the fee, adjusted
for the number of calendar days coverage was in place, if the contract is
terminated for any reason or when annuity payouts begin. We cannot increase this
fee after the rider effective date and it does not apply after annuity payouts
begin. We can increase this fee on new contracts up to a maximum of 0.75%.


8% PERFORMANCE CREDIT RIDER FEE
We charge a fee for this optional feature only if you choose this option.* If
selected, we deduct the fee of 0.25% of your contract value on your contract
anniversary date at the end of each contract year. We prorate this fee among the
subaccounts and fixed accounts in the same proportion as your interest in each
account bears to your total contract value.

We will deduct this fee, adjusted for the number of calendar days coverage was
in place, if the contract is terminated for any reason or when annuity payouts
begin. We cannot increase the 8% Performance Credit Rider fee.

*You may select either the Guaranteed Minimum Income Benefit Rider (6%
Accumulation Benefit Base) or the 8% Performance Credit Rider, but not both.


WITHDRAWAL CHARGE
If you withdraw all or part of your contract, you may be subject to a withdrawal
charge. A withdrawal charge applies if all or part of the withdrawal amount is
from purchase payments we received within seven years before withdrawal. The
withdrawal charge percentages that apply to you are shown in your contract. In
addition, amounts withdrawn from a Guarantee Period Account prior to the end of
the applicable Guarantee Period will be subject to a MVA. (See "The Fixed
Accounts -- Market Value Adjustments (MVA).")






- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   37

<PAGE>

For purposes of calculating any withdrawal charge, we treat amounts withdrawn
from your contract in the following order:

- -  First, in each contract year, we withdraw amounts totaling up to 10% of your
   prior anniversary contract value. (We consider your initial purchase payment
   to be the prior anniversary contract value during the first contract year.)
   We do not assess a withdrawal charge on this amount.
- -  Next, we withdraw contract earnings, if any, that are greater than the annual
   10% free withdrawal amount described above. Contract earnings equal contract
   value less purchase payments received and not previously withdrawn. We do not
   assess a withdrawal charge on contract earnings.

   NOTE: We determine contract earnings by looking at the entire contract value,
         not the earnings of any particular subaccount or the fixed account.

- -  Next, we withdraw purchase payments we received prior to the withdrawal
   charge period shown in your contract. We do not assess a withdrawal charge on
   these purchase payments.
- -  Finally, if necessary, we withdraw purchase payments that are all within the
   withdrawal charge period shown in your contract. We withdraw these payments
   on a "first-in, first-out" (FIFO) basis. We do assess a withdrawal charge on
   these payments.

We determine your withdrawal charge by multiplying each of these payments by the
applicable withdrawal charge percentage, and then totaling the withdrawal
charges.

The withdrawal charge percentage depends on the number of years since you made
the payments that are withdrawn.

        YEARS FROM PURCHASE                    WITHDRAWAL CHARGE
          PAYMENT RECEIPT                          PERCENTAGE
- --------------------------------------------------------------------------------
                 1                                     7%
- --------------------------------------------------------------------------------
                 2                                     7
- --------------------------------------------------------------------------------
                 3                                     6
- --------------------------------------------------------------------------------
                 4                                     6
- --------------------------------------------------------------------------------
                 5                                     5
- --------------------------------------------------------------------------------
                 6                                     4
- --------------------------------------------------------------------------------
                 7                                     2
- --------------------------------------------------------------------------------
            Thereafter                                 0
- --------------------------------------------------------------------------------



For a partial withdrawal that is subject to a withdrawal charge, the amount
deducted for the withdrawal charge will be a percentage of the total amount
withdrawn. We will deduct the charge from the value remaining after we pay you
the amount you requested. Example:Assume you request a withdrawal of $1,000 and
there is a 7% withdrawal charge. The withdrawal charge is $75.26 for a total
withdrawal amount of $1,075.26. This charge represents 7% of the total amount
withdrawn and we deduct it from the contract value remaining after we pay you
the $1,000 you requested. If you make a full withdrawal of your contract, we
also will deduct the applicable contract administrative charge.

WITHDRAWAL CHARGE UNDER ANNUITY PAYOUT PLAN E: Payouts for a specified period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can withdraw is the present value of any remaining variable payouts. The
discount rate we use in the calculation will be 5.27% if the assumed investment
rate is 3.5% and 6.77% if the assumed investment rate is 5%. The withdrawal
charge is equal to the difference in discount values using the above discount
rates and the assumed investment rate. In no event would your withdrawal charge
exceed 9% of the amount available for payouts under the plan.


- --------------------------------------------------------------------------------
38 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

<PAGE>

WITHDRAWAL CHARGE CALCULATION EXAMPLE

The following is an example of the calculation we would make to determine the
withdrawal charge on a contract with this history:

- - The contract date is July 1, 2000 with a contract year of July 1 through
  June 30 and with an anniversary date of July 1 each year; and

- - We received these payments:
   -- $10,000 July 1, 2000;
   -- $8,000 Dec. 31, 2005;
   -- $6,000 Feb. 20, 2008; and

- - The owner withdraws the contract for its total withdrawal value of $38,101
  on Aug. 5, 2010 and had not made any other withdrawals during that contract
  year; and

- - The prior anniversary July 1, 2010 contract value was $38,488.

          WITHDRAWAL CHARGE       EXPLANATION

                  $0              $3,848.80 is 10% of the prior anniversary
                                  contract value withdrawn without withdrawal
                                  charge; and

                   0              $10,252.20 is contract earnings in excess of
                                  the 10% free withdrawal amount
                                  withdrawn without withdrawal charge; and

                   0              $10,000 July 1, 2000 payment was received
                                  eight or more years before withdrawal and
                                  is withdrawn without withdrawal charge; and

                 400              $8,000 Dec. 31, 2005 payment is in its fifth
                                  year from receipt, withdrawn with a 5%
                                  withdrawal charge; and

                 360              $6,000 Feb. 20, 2008 payment is in its
                                  third year from receipt, withdrawn with a
                                  6% withdrawal charge.
              --------------
                $760

WAIVER OF WITHDRAWAL CHARGE

We do not assess a withdrawal charge for:

- -  withdrawals of any contract earnings;

- -  withdrawals of amounts totaling up to 10% of your prior contract anniversary
   contract value to the extent they exceed contract earnings;

- -  required minimum distributions from a qualified annuity (for those amounts
   required to be distributed from the contract described in this prospectus);

- -  contracts settled using an annuity payout plan;

- -  death benefits;

- -  withdrawals you make under your contract's "Waiver of Withdrawal Charges"
   provision. To the extent permitted by state law, your contract will include
   this provision when the owner and annuitant are under age 76 on the date we
   issue the contract. We will waive withdrawal charges that we normally assess
   upon full or partial withdrawal if you provide proof satisfactory to us that,
   as of the date you request the withdrawal, you or the annuitant are confined
   to a hospital or nursing home and have been for the prior 60 days. (See your
   contract for additional conditions and restrictions on this waiver); and

- -  to the extent permitted by state law, withdrawals you make if you or the
   annuitant are diagnosed in the second or later contract years as disabled
   with a medical condition that with reasonable medical certainty will result
   in death within 12 months or less from the date of the licensed physician's
   statement. You must provide us with a licensed physician's statement
   containing the terminal illness diagnosis and the date the terminal illness
   was initially diagnosed.

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   39
<PAGE>

POSSIBLE GROUP REDUCTIONS: In some cases we may incur lower sales and
administrative expenses due to the size of the group, the average
contribution and the use of group enrollment procedures. In such cases, we
may be able to reduce or eliminate the contract administrative and withdrawal
charges. However, we expect this to occur infrequently.

PREMIUM TAXES
Certain state and local governments impose premium taxes on us (up to 3.5%).
These taxes depend upon your state of residence or the state in which the
contract was sold. Currently, we deduct any applicable premium tax when annuity
payouts begin, but we reserve the right to deduct this tax at other times such
as when you make purchase payments or when you make a full withdrawal from your
contract.

VALUING YOUR INVESTMENT

We value your accounts as follows:

FIXED ACCOUNTS
We value the amounts you allocated to the fixed accounts directly in dollars.
The value of a fixed account equals:

- - the sum of your purchase payments and transfer amounts allocated to the
  one-year fixed account and the Guarantee Period Accounts;

- - plus any contract value credits allocated to the fixed accounts;

- - plus interest credited;

- - minus the sum of amounts withdrawn after any applicable MVA (including any
  applicable withdrawal charges) and amounts transferred out;

- - minus any prorated contract administrative charge;

- - minus any prorated portion of the Guaranteed Minimum Income Benefit Rider (6%
  Accumulation Benefit Base) fee (if applicable); and

- - minus any prorated portion of the 8% Performance Credit Rider fee (if
  applicable).

SUBACCOUNTS
We convert amounts you allocated to the subaccounts into accumulation units.
Each time you make a purchase payment or transfer amounts into one of the
subaccounts or we apply any contract value credits, we credit a certain number
of accumulation units to your contract for that subaccount. Conversely, each
time you take a partial withdrawal, transfer amounts out of a subaccount, or we
assess a contract administrative charge, or the 8% Performance Credit Rider fee,
or the Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base)
fee, we subtract a certain number of accumulation units from your contract.

The accumulation units are the true measure of investment value in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the fund in which the subaccount invests. The dollar
value of each accumulation unit can rise or fall daily depending on the variable
account expenses, performance of the fund and on certain fund expenses.

Here is how we calculate accumulation unit values:

NUMBER OF UNITS: to calculate the number of accumulation units for a particular
subaccount we divide your investment by the current accumulation unit value.

ACCUMULATION UNIT VALUE: the current accumulation unit value for each subaccount
equals the last value times the subaccount's current net investment factor.


- --------------------------------------------------------------------------------
40 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY



<PAGE>

WE DETERMINE THE NET INVESTMENT FACTOR BY:

- -- adding the fund's current net asset value per share, plus the per share
   amount of any accrued income or capital gain dividends to obtain a current
   adjusted net asset value per share; then

- -- dividing that sum by the previous adjusted net asset value per share; and

- -- subtracting the percentage factor representing the mortality and expense
   risk fee and the variable account administrative charge from the result.

Because the net asset value of the fund may fluctuate, the accumulation unit
value may increase or decrease. You bear all the investment risk in a
subaccount.

FACTORS THAT AFFECT SUBACCOUNT ACCUMULATION UNITS: accumulation units may
change in two ways -- in number and in value.

The number of accumulation units you own may fluctuate due to:

- -- additional purchase payments you allocate to the subaccounts;

- -- any contract value credits allocated to the subaccounts;

- -- transfers into or out of the subaccounts;

- -- partial withdrawals;

- -- withdrawal charges;

- -- prorated portions of the contract administrative
   charge;

- -- prorated portions of the Guaranteed Minimum Income Benefit Rider
   (6% Accumulation Benefit Base) fee (if selected); and/or

- -- prorated portions of the 8% Performance Credit Rider fee (if selected).

Accumulation unit values will fluctuate due to:

- -- changes in funds' net asset value;

- -- dividends distributed to the subaccounts;

- -- capital gains or losses of funds;

- -- fund operating expenses; and/or

- -- mortality and expense risk fee and the variable account administrative
   charge.


CONTRACT VALUE CREDITS

Before annuity payouts begin, and starting in the eighth contract year while
this contract is in force, we periodically will apply a "contract value credit"
to your contract value if:

- -- you chose death benefit Option A -- Return of
   purchase payment death benefit, at the time of application (see
   "Benefits in Case of Death"); and

- -- there are "eligible purchase payments" at the time we calculate the credit.

"Eligible purchase payments" means payments you made to the contract that you
have not withdrawn and that are no longer subject to a withdrawal charge.

- -------------------------------------------------------------------------------
                                                 PROSPECTUS -- MAY 1, 2000   41
<PAGE>

On an annual basis, the contract value credit is 0.50% of an amount we
calculate by multiplying (a) times (b) where:

  (a) is the contract value at the time we make the calculation; and
  (b) is the ratio of "eligible purchase payments" to total purchase payments.

We reserve the right to calculate and apply the contract value credit on a
quarterly or monthly basis. If we calculate the credit on a quarterly basis,
the percentage will be 0.125% instead of 0.50%. If we calculate the credit on a
monthly basis, the percentage will be 0.04167% instead of 0.50%.

We will apply the contract value credit to your contract value according to
your fixed accounts and subaccount allocation instructions that are in effect
at the time. We will continue to apply the contract value credit, if
applicable, for the life of your contract until full withdrawal or until
annuity payouts begin. The contract value credit will be taxable when we
distribute it to you.

The contract value credit is available because of lower costs associated with a
reduced death benefit guarantee. Because the guaranteed death benefit is lower
in situations where the contract value credit is paid, there may be
circumstances where you may be worse off for having received the credit than in
other contracts. In particular, if the market were to decline, and a death
benefit became payable, the amount paid might be less.

MAKING THE MOST OF YOUR CONTRACT

AUTOMATED DOLLAR-COST AVERAGING

Currently, you can use automated transfers to take advantage of dollar-cost
averaging (investing a fixed amount at regular intervals). For example, you
might transfer a set amount monthly from a relatively conservative subaccount
to a more aggressive one, or to several others, or from the one-year fixed
account or the two-year Guarantee Period Accounts to one or more subaccounts.
The three to ten year Guarantee Period Accounts are not available for automated
transfers. You can also obtain the benefits of dollar-cost averaging by setting
up regular automatic SIP payments. There is no charge for dollar-cost
averaging.

This systematic approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds. Since you
invest the same amount each period, you automatically acquire more units when
the market value falls and fewer units when it rises. The potential effect is
to lower your average cost per unit.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                            HOW DOLLAR-COST AVERAGING WORKS
- ----------------------------------------------------------------------------------------------------------------------
                                 MONTH               AMOUNT          ACCUMULATION       NUMBER OF UNITS
                                                    INVESTED          UNIT VALUE            PURCHASED
- ----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                 <C>                 <C>
By investing an
equal number of
dollars each month ...           Jan                  $100                $20                 5.00
                                 Feb                   100                18                  5.56
                                 Mar                   100                17                  5.88
you automatically  -->           Apr                   100                15                  6.67
buy more units                   May                   100                16                  6.25
when the per unit                Jun                   100                18                  5.56
market price is low ...          Jul                   100                17                  5.88
                                 Aug                   100                19                  5.26
and fewer units    -->           Sep                   100                21                  4.76
when the per unit                Oct                   100                20                  5.00
market price is high.
</TABLE>


You paid an average price of only $17.91 per unit over the 10 months, while the
average market price actually was $18.10.


- -------------------------------------------------------------------------------
42   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>

Dollar-cost averaging does not guarantee that any subaccount will gain in value
nor will it protect against a decline in value if market prices fall. Because
dollar-cost averaging involves continuous investing, your success will depend
upon your willingness to continue to invest regularly through periods of low
price levels. Dollar-cost averaging can be an effective way to help meet your
long-term goals. For specific features contact your sales representative.


ASSET REBALANCING

You can ask us in writing to automatically rebalance the subaccount portion of
your contract value either quarterly, semi-annually or annually. The period you
select will start to run on the date we record your request. On the first
valuation date of each of these periods, we automatically will rebalance your
contract value so that the value in each subaccount matches your current
subaccount percentage allocations. These percentage allocations must be in
whole numbers. Asset rebalancing does not apply to the fixed accounts. There
is no charge for asset rebalancing. The contract value must be at least $2,000.

You can change your percentage allocations or your rebalancing period at any
time by contacting us in writing. We will restart the rebalancing period you
selected as of the date we record your change. You also can ask us in writing
to stop rebalancing your contract value. You must allow 30 days for us to
change any instructions that currently are in place. For more information on
asset rebalancing, contact your sales representative.


TRANSFERRING MONEY BETWEEN ACCOUNTS

You may transfer money from any one subaccount, or the fixed accounts, to
another subaccount before annuity payouts begin. (Certain restrictions apply to
transfers involving the fixed accounts.) We will process your transfer on the
valuation date we receive your request. We will value your transfer at the next
accumulation unit value calculated after we receive your request. There is no
charge for transfers. Before making a transfer, you should consider the risks
involved in switching investments. Transfers out of the Guarantee Period
Accounts will be subject to a MVA if done more than 30 days before the end of
the Guarantee Period.

We may suspend or modify transfer privileges at any time. Excessive trading
activity can disrupt fund management strategy and increase expenses, which are
borne by all contract owners who allocated purchase payments to the fund
regardless of their transfer activity. We may apply modifications or
restrictions in any reasonable manner to prevent transfers we believe will
disadvantage other contract owners.

These modifications could include, but not be limited to:

- -- requiring a minimum time period between each transfer;

- -- not accepting transfer requests of an agent acting under power of attorney
   on behalf of more than one contract owner; or

- -- limiting the dollar amount that a contract owner may transfer at any one
   time.

For information on transfers after annuity payouts begin, see "Transfer
policies" below.


- -------------------------------------------------------------------------------
                                                 PROSPECTUS -- MAY 1, 2000   43
<PAGE>

TRANSFER POLICIES

- -- Before annuity payouts begin, you may transfer contract values between the
   subaccounts, or from the subaccounts to the fixed accounts at any time.
   However, if you made a transfer from the one-year fixed account to the
   subaccounts, you may not make a transfer from any subaccount back to the
   one-year fixed account for six months following that transfer.

- -- You may transfer contract values from the one-year fixed account to the
   subaccounts or the Guarantee Period Accounts once a year on or within 30
   days before or after the contract anniversary (except for automated
   transfers, which can be set up at any time for certain transfer periods
   subject to certain minimums). Transfers from the one-year fixed account are
   not subject to a MVA.

- -- You may transfer contract values from a Guarantee Period Account any time
   after 60 days of transfer or payment allocation to the account. Transfers
   made before the end of the Guarantee Period will receive a MVA, which may
   result in a gain or loss of contract value.

- -- If we receive your request on or within 30 days before or after the contract
   anniversary date, the transfer from the one-year fixed account to the
   subaccounts or the Guarantee Period Accounts will be effective on the
   valuation date we receive it.

- -- We will not accept requests for transfers from the one-year fixed account at
   any other time.

- -- Once annuity payouts begin, you may not make transfers to or from the
   one-year fixed account, but you may make transfers once per contract year
   among the subaccounts. During the annuity payout period, we reserve the right
   to limit the number of subaccounts in which you may invest.

- -- Once annuity payouts begin, you may not make any transfers to the Guarantee
   Period Accounts.


- -------------------------------------------------------------------------------
44   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>

HOW TO REQUEST A TRANSFER OR A WITHDRAWAL

- -------------------------------------------------------------------------------
 1 BY LETTER:
- -------------------------------------------------------------------------------

Send your name, contract number, Social Security Number or Taxpayer
Identification Number and signed request for a transfer or withdrawal to:

AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
829 AXP FINANCIAL CENTER
MINNEAPOLIS, MN 55474

MINIMUM AMOUNT
Transfers or withdrawals:  $500 or entire account balance

MAXIMUM AMOUNT
Transfers or withdrawals:  Contract value or the entire account balance

- -------------------------------------------------------------------------------
 2 BY AUTOMATED TRANSFERS AND AUTOMATED PARTIAL WITHDRAWALS:
- -------------------------------------------------------------------------------

Your sales representative can help you set up automated transfers or partial
withdrawals among your subaccounts or fixed accounts.

You can start or stop this service by written request or other method
acceptable to us. You must allow 30 days for us to change any instructions
that are currently in place.

- -- Automated transfers from the one-year fixed account to any one of the
   subaccounts may not exceed an amount that, if continued, would deplete the
   one-year fixed account within 12 months.

- -- Automated withdrawals may be restricted by applicable law under some
   contracts.

- -- You may not make additional purchase payments if automated partial
   withdrawals are in effect.

- -- Automated partial withdrawals may result in IRS taxes and penalties on all or
   part of the amount withdrawn.

MINIMUM AMOUNT

Transfers or withdrawals:  $100 monthly
                           $250 quarterly, semi-annually or annually

MAXIMUM AMOUNT

Transfers or withdrawals:  Contract value (except for automated transfers from
                           the one-year fixed account)



- -------------------------------------------------------------------------------
                                                 PROSPECTUS -- MAY 1, 2000   45
<PAGE>

- -------------------------------------------------------------------------------
 3 BY PHONE:
- -------------------------------------------------------------------------------
Call between 8 a.m. and 6 p.m. Central time:
1-800-333-3437

MINIMUM AMOUNT

Transfers or withdrawals:  $500 or entire account balance

MAXIMUM AMOUNT

Transfers:                 Contract value or the entire account balance
Withdrawals:               $25,000

We answer telephone requests promptly, but you may experience delays when the
call volume is unusually high. If you are unable to get through, use the mail
procedure as an alternative.

We will honor any telephone transfer or withdrawal requests that we believe are
authentic and we will use reasonable procedures to confirm that they are. This
includes asking identifying questions and tape recording calls. We will not
allow a telephone withdrawal within 30 days of a phoned-in address change. As
long as we follow the procedures, we (and our affiliates) will not be liable
for any loss resulting from fraudulent requests.

Telephone transfers and withdrawals are automatically available. You may
request that telephone transfers and withdrawals not be authorized from
your account by writing to us.


GUARANTEED MINIMUM INCOME BENEFIT RIDER (6% ACCUMULATION BENEFIT BASE)

This optional Guaranteed Minimum Income Benefit Rider may be available in many
jurisdictions for a separate annual charge (see "Charges -- Guaranteed Minimum
Income Rider (6% Accumulation Benefit Base) fee"). You cannot select this rider
if you select the 8% Performance Credit Rider. The rider guarantees a minimum
amount of fixed annuity lifetime income during the annuity payout period if
your contract has been in force for at least seven years, subject to the
conditions described below. The rider also provides you the option of variable
annuity payouts, with a guaranteed minimum initial payment. This rider is only
available at the time you purchase your contract.

In some instances, we may allow you to add this rider if it was not available
when you initially purchased your contract. In these instances we would add
this rider at the next contract anniversary with the contract value at that
anniversary reflected as the premium. All conditions of the rider would use
this date as the effective date.

This rider does not create contract value or guarantee the performance of any
investment option. Fixed annuity payouts under the terms of this rider will
occur at the guaranteed annuity purchase rates based on the guaranteed
annuitant mortality table in your contract and a 2.5% interest rate. We base
first year payments from the variable annuity payout option offered under this
rider on the same factors as the fixed annuity payout option. We base
subsequent payments on the initial payment and an assumed annual return of 5%.
Because this rider is based on guaranteed actuarial factors for the fixed
option, the level of fixed lifetime income it guarantees may be less than the
level that would be provided by applying the then current annuity factors.
Likewise, for the variable annuity payout option, we base the rider on more
conservative factors resulting in a lower initial payment and lower lifetime
payments than those provided otherwise if the same benefit base were used.
However, the Guaranteed Income Benefit Base described below establishes a
floor, which when higher than the contract value, can result in a higher
annuity payout level. Thus, the rider is a guarantee of a minimum amount
of annuity income.


- -------------------------------------------------------------------------------
46   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>

The Guaranteed Income Benefit Base uses the same calculation as the Variable
account 5% floor but uses a 6% accumulation rate.

The Guaranteed Income Benefit Base, less any applicable premium tax, is the
value that will be used to determine minimum annuity payouts if the rider is
exercised.

We reserve the right to exclude subsequent payments paid in the last five years
before exercise of the benefit in the calculation of the Guaranteed Income
Benefit Base. We would do so only if such payments total $50,000 or more or if
they are 25% or more of total payments paid into the contract.

If we exclude such payments, the Guaranteed Income Benefit Base would be
calculated as the greatest of:

  (a) contract value less "market value adjusted prior five years of payments"
  (b) total payments less prior five years of payments and adjusted partial
      withdrawals
  (c) the Variable account 6% floor, less the "6% adjusted prior five years
      of payments"

"Market value adjusted prior five years of payments" are calculated as the sum
of each such payment, multiplied by the ratio of the current contract value
over the estimated contract value on the anniversary prior to such payment. We
calculate the estimated contract value at such anniversary by assuming that
payments and partial withdrawals occurring in a contract year take place at the
beginning of the year for that anniversary and every year after that to the
current contract year.

"6% Adjusted prior 5 years of payments" are calculated as the sum of each
payment accumulated at 6% for the number of full contract years they have been
in the contract.

CONDITIONS ON ELECTION OF THE RIDER:

- -- you must elect the rider at the time you purchase your contract,

- -- you must elect either the Maximum anniversary value death benefit or the 5%
   Accumulation death benefit and

- -- the annuitant must be age 75 or younger on the contract date.

FUND SELECTION TO CONTINUE THE RIDER: You may allocate your purchase payments
to any of the subaccounts or the fixed accounts. However, we reserve the right
to limit the amount in the AXP-SM- Variable Portfolio - Cash Management Fund to
10% of the total amount in the subaccounts. If we are required to activate this
restriction, and you have more than 10% of your subaccount value in this fund,
we will send you notice and ask that you reallocate your contract value so that
the limitation is satisfied within 60 days. If after 60 days the limitation is
not satisfied, we will terminate the rider.

EXERCISING THE RIDER:

- -- you may only exercise the rider within 30 days after any contract
   anniversary following the expiration of a seven-year waiting period from
   the effective date of the rider, and

- -- the annuitant on the retirement date must be between 50 and 86 years old, and

- -- you can only take an annuity payout in one of the following annuity payout
   plans:
   -- Plan A -- Life Annuity -- no refund
   -- Plan B -- Life Annuity with ten years certain
   -- Plan D -- Joint and last survivor life annuity -- no refund


- -------------------------------------------------------------------------------
                                                 PROSPECTUS -- MAY 1, 2000   47
<PAGE>

TERMINATING THE RIDER:

- -- You may terminate the rider within 30 days after the first anniversary of the
   effective date of the rider.

- -- You may terminate the rider any time after the seventh anniversary of the
   effective date of the rider.

- -- The rider will terminate on the date you make a full withdrawal from
   the contract, or annuity payouts begin, or on
   the date that a death benefit is payable.

- -- The rider will terminate on the contract anniversary after the annuitant's
   86th birthday.

EXAMPLE:

- -- You purchase the contract with a payment of $104,000 on Jan. 1, 2000.

- -- There are no additional purchase payments and no partial withdrawals.

- -- The money is fully allocated to the subaccounts.

- -- The annuitant is male and age 55 on the contract date. For the joint and
   last survivor option (annuity payout Plan D), the joint annuitant is
   female and age 55 on the contract date.

- -- The contract is within 30 days after contract anniversary.

If the Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base)
is exercised, the minimum fixed annuity monthly payout or the first year
variable annuity monthly payout would be:


<TABLE>
<CAPTION>


                                                                               Fixed Annuity Payout Options
                                                                             Minimum Guaranteed Annual Income
                                                                       Plan A--           Plan B--                  Plan D--
                                                                    Life Annuity--    Life Annuity with    Joint and lost survivor
Contract Anniversary At Exercise    Guaranteed Income Benefit Base    no refund       ten years certain   life annuity - no refund
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                             <C>               <C>                 <C>
            10                              $186,248                        $970.35           $944.28            $772.93
            15                              $249,242                      $1,485.48         $1,415.69          $1,149.00

</TABLE>

After the first year payments, lifetime income payments on a variable annuity
payout option will depend on the investment performance of the subaccounts you
select. The payments will be higher if investment performance is greater than a
5% annual return and lower if investment performance is less than a 5% annual
return.


8% PERFORMANCE CREDIT RIDER

If this rider is available in your state, you may choose to add this benefit to
your contract at issue. You cannot select this rider if you select the
Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base). This
feature provides certain benefits if your contract value has not reached or
exceeded a target value (as defined below) on the seventh and tenth rider
anniversaries.

Your benefits under this rider are as follows:

  (a) if on the seventh rider anniversary, your contract value has not met or
      exceeded the target value, we will make a credit to your contract equal
      to 3% of your purchase payments less adjusted partial withdrawals and
      purchase payments made in the prior five years; and

  (b) if on the tenth rider anniversary, your contract value has not met or
      exceeded the target value, we will make an additional credit to your
      contract equal to 5% of your purchase payments less adjusted partial
      withdrawals and purchase payments made in the prior five years.


- -------------------------------------------------------------------------------
48   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>

On the tenth rider anniversary and every ten years thereafter while you have
the contract, the ten year calculation period restarts. We use the contract
value (after any credits) on that contract anniversary as the initial
purchase payment for the calculation of the target value and any credit.
Additional credits may then be made at the end of each ten year period as
described above.

In some instances, we may allow you to add this rider if it was not available
when you initially purchased your contract. In these instances we would add
this rider at the next contract anniversary with the contract value at that
anniversary reflected as the initial purchase payment for the calculation
of the target value and any credit.

TARGET VALUE: The target value accumulates purchase payments at an annual
interest rate of 8% until the tenth rider anniversary less adjusted partial
withdrawals also accumulated at 8% until the tenth rider anniversary.

ADJUSTED PARTIAL WITHDRAWALS: We calculate the adjusted partial withdrawals
for the 8% Performance Credit Rider for each partial withdrawal as the
product of (a) times (b) where:

  (a) is the ratio of the amount of partial withdrawal (including any
      applicable withdrawal charge) to the contract value on the date of
      (but prior to) the partial withdrawal, and

  (b) is the Target Value on the date of (but prior to) the partial
      withdrawal.

RESET OPTION: You can elect to lock in the growth in your contract by
restarting the ten-year period on any contract anniversary. If you elect
to restart the calculation period, the contract value on the restart date is
used as the initial purchase payment for the calculation of the target value
and any credit. The next ten year calculation period will then restart at the
end of the new ten year period from the most recent restart date. We must
receive your request to restart the calculation period within 30 days after
a contract anniversary.

FUND SELECTION TO CONTINUE THE RIDER: You may allocate your purchase payments
to any of the subaccounts or the fixed accounts. However, we reserve the right
to limit the amount in the fixed accounts and the AXP-SM- Variable Portfolio
Cash Management Fund to 10% of the contract value. If we are required to
activate this restriction and you have more than 10% of your contract value in
these accounts, we will send you notice and ask you that you reallocate your
contract value so that the limitation is satisfied in 60 days. If after 60 days
the limitation is not satisfied, we will terminate the rider.

TERMINATING THE RIDER:

- -- You may terminate the rider within 30 days following the first anniversary
   after the effective date of the rider.

- -- You may terminate the rider within 30 days following the tenth anniversary
   of the latest of the effective date of the rider or the last reset date.

- -- The rider will terminate on the date you make a full withdrawal from the
   contract, or annuity payouts begin, or on the date that a death benefit is
   payable.

EXAMPLE:

- -- You purchase the contract with a payment of $104,000 on January 1, 2000.

- -- There are no additional purchase payments and no partial withdrawals.

- -- On January 1, 2007, the contract value is $150,000.

- -- The credit on January 1, 2007 is determined as:

   Target Value on January 1, 2007 =
   104,000 x (1.08)^7 = 104,000 x 1.71382 =             $178,237.72

As the target value of $178,237.72 is greater than the contract value of
$150,000, a credit is made to the contract equal to $3,120 (or 3% of the
purchase payment of $104,000). Your total contract value on that date is
$153,120.


- -------------------------------------------------------------------------------
                                                 PROSPECTUS -- MAY 1, 2000   49
<PAGE>

- -- On January 1, 2010, the contract value is $220,000.

- -- The credit on January 1, 2010 is determined as:

   Target Value on January 1, 2010 =
   $104,000 x (1.08)^10 = $104,000 x 2.158924 =         $224,528.20

   As the target value of $224,528.20 is greater than the contract value of
   $220,000, a credit is made to the contract equal to $5,200 (or 5% of the
   purchase payment of $104,000). Your total contract value on that date is
   $225,200.

- -- The benefit automatically restarts on January 1, 2010 with the "initial
   payment" equal to $225,200 and the credit determination made on January 1,
   2017 and January 1, 2020.

WITHDRAWALS

You may withdraw all or part of your contract at any time before annuity
payouts begin by sending us a written request or calling us. We will process
your withdrawal request on the valuation date we receive it. For total
withdrawals, we will compute the value of your contract at the next
accumulation unit value calculated after we receive your request. We may ask
you to return the contract. You may have to pay charges (see "Charges --
Withdrawal charge") and IRS taxes and penalties (see "Taxes"). You cannot
make withdrawals after annuity payouts begin except under Plan E (see "The
Annuity Payout Period -- Annuity payout plans").


WITHDRAWAL POLICIES

If you have a balance in more than one account and you request a partial
withdrawal, we will withdraw money from all your subaccounts and/or the fixed
accounts in the same proportion as your value in each account correlates to
your total contract value, unless you request otherwise.


RECEIVING PAYMENT

By regular or express mail:

- -- payable to owner;

- -- mailed to address of record.

NOTE: We will charge you a fee if you request express mail delivery.

Normally, we will send the payment within seven days after receiving your
request. However, we may postpone the payment if:

- -- the withdrawal amount includes a purchase payment check that has not cleared;

- -- the NYSE is closed, except for normal holiday and weekend closings;

- -- trading on the NYSE is restricted, according to SEC rules;

- -- an emergency, as defined by SEC rules, makes it impractical to sell
   securities or value the net assets of the accounts; or

- -- the SEC permits us to delay payment for the protection of security holders.


- -------------------------------------------------------------------------------
50   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>
TSA -- SPECIAL WITHDRAWAL PROVISIONS

PARTICIPANTS IN TAX-SHELTERED ANNUITIES
The Code imposes certain restrictions on your right to receive early
distributions from a TSA:

- -  Distributions attributable to salary reduction contributions (plus earnings)
   made after Dec. 31, 1988, or to transfers or rollovers from other contracts,
   may be made from the TSA only if:

   -- you are at least age 59 1/2;

   -- you are disabled as defined in the Code;

   -- you separated from the service of the employer
      who purchased the contract; or

   -- the distribution is because of your death.

- -  If you encounter a financial hardship (as defined by the Code), you may
   receive a distribution of all contract values attributable to salary
   reduction contributions made after Dec. 31, 1988, but not the earnings on
   them.

- -  Even though a distribution may be permitted under the above rules, it may be
   subject to IRS taxes and penalties (see "Taxes").

- -  The above restrictions on distributions do not affect the availability of the
   amount credited to the contract as of Dec. 31, 1988. The restrictions also do
   not apply to transfers or exchanges of contract value within the contract, or
   to another registered variable annuity contract or investment vehicle
   available through the employer.

CHANGING OWNERSHIP

You may change ownership of your nonqualified annuity at any time by completing
a change of ownership form we approve and sending it to our office. The change
will become binding upon us when we receive and record it. We will honor any
change of ownership request that we believe is authentic and we will use
reasonable procedures to confirm authenticity. If we follow these procedures, we
will not take any responsibility for the validity of the change.

If you have a nonqualified annuity, you may incur income tax liability by
transferring, assigning or pledging any part of it. (See "Taxes.")

If you have a qualified annuity, you may not sell, assign, transfer, discount or
pledge your contract as collateral for a loan, or as security for the
performance of an obligation or for any other purpose except as required or
permitted by the Code. However, if the owner is a trust or custodian, or an
employer acting in similar capacity, ownership of the contract may be
transferred to the annuitant.

BENEFITS IN CASE OF DEATH

There are two standard death benefit options under this contract (Option A --
Return of purchase payment death benefit and Option B -- Maximum Anniversary
Value death benefit) or you may choose to select Option C -- 5% Accumulation
death benefit rider. If either you or the annuitant are age 80 or older (in most
states) on the contract date, Option A will apply. If both you and the annuitant
are age 79 or younger (in most states) on the contract date, you can elect
Option A, Option B or Option C on your application. Once you elect an option,
you cannot change it. We show the option that applies in your contract.

Under all options, we will pay the death benefit to your beneficiary upon the
earlier of your death or the annuitant's death. If a contract has more than one
person as the owner, we will pay benefits upon the first to die of any owner or
the annuitant. Other rules apply to qualified annuities. (See "Taxes").

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   51



<PAGE>



OPTION A -- RETURN OF PURCHASE PAYMENT DEATH BENEFIT

We will pay the beneficiary the greater of:

- -  the contract value; or

- -  the total purchase payments paid minus "adjusted partial withdrawals."

Contract value credits may apply if you choose Option A at the time of
application (see "Valuing your Investment -Contract value credits").


OPTION B -- MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT
We will pay the beneficiary the greatest of:

- -  the contract value; or

- -  the total purchase payments paid minus any "adjusted partial withdrawals"; or

- -  the "maximum anniversary value" immediately preceding the date of death plus
   the dollar amount of any payments since that anniversary and minus any
   "adjusted partial withdrawals" since that anniversary.

MAXIMUM ANNIVERSARY VALUE: Each contract anniversary prior to the earlier of
your or the annuitant's 81st birthday, we calculate the anniversary value which
is the greater of:

   (a) the contract value on that anniversary; or
   (b) total payments made to the contract minus "adjusted partial withdrawals."

The "maximum anniversary value" is equal to the greatest of these anniversary
values.

After your or the annuitant's 81st birthday, the death benefit continues to be
the death benefit value as of that date, plus any subsequent payments and minus
any "adjusted partial withdrawals."

ADJUSTED PARTIAL WITHDRAWALS: Under either Option A or Option B, we calculate
"adjusted partial withdrawals" for each partial withdrawal as the product of (a)
times (b) where:
   (a) is the ratio of the amount of the partial withdrawal (including any
applicable withdrawal charge) to the contract value on the date of (but prior
to) the partial withdrawal; and
   (b) is the death benefit on the date of (but prior to) the partial
withdrawal.

EXAMPLE: OPTION A - RETURN OF PURCHASE PAYMENT DEATH BENEFIT

- -  You purchase the contract with a payment of $20,000 on Jan. 1, 2000.

- -  On Jan. 1, 2001 you make an additional purchase payment of $5,000.

- -  On March 1, 2001 the contract value falls to $22,000 and you take a $1,500
   partial withdrawal.

- -  On March 1, 2002 the contract value falls to $23,000.

We calculate the death benefit on March 1, 2002 as follows:

      Total purchase payments paid:                                   $25,000.00
      minus any "adjusted partial withdrawals"
      calculated as:           1,500    x    25,000 =                -  1,704.54
                               --------------------                  -----------
                                      22,000
      for a death benefit of:                                         $23,295.45
                                                                      ----------


- --------------------------------------------------------------------------------
52 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>



EXAMPLE: OPTION B -- MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT

- -  You purchase the contract with a payment of $20,000 on Jan. 1, 2000.

- -  On Jan. 1, 2001 (the first contract anniversary) the contract value
   grows to $29,000.

- -  On March 1, 2001 the contract value falls to $22,000, at which point
   you take a $1,500 partial withdrawal, leaving a contract value
   of $20,500.

We calculate the death benefit on March 1, 2001 as follows:

      The highest contract value on any prior contract anniversary:   $29,000.00
      plus any purchase payments paid since that anniversary:         +     0.00
      minus any "adjusted partial withdrawal"
      taken since that anniversary,
      calculated as:      1,500    x    29,000 =                     -  1,977.27
                          --------------------                      ------------
                                 22,000
      for a death benefit of:                                         $27,022.72


OPTION C -- 5% ACCUMULATION DEATH BENEFIT RIDER
If this optional rider is available in your state and both you and the annuitant
are age 79 or younger on the contract date, you may choose to add this benefit
to your contract. This optional rider provides that if you or the annuitant die
before annuity payouts begin while this contract is in force, we will pay the
beneficiary the greatest of the following amounts:
- - the contract value; or

- - the total purchase payments paid less any "adjusted partial withdrawals"; or

- - the Variable account 5% floor

We calculate the "adjusted partial withdrawals" as described above except that
only the first two benefits are taken into account.

THE VARIABLE ACCOUNT 5% FLOOR
The Variable account 5% floor is the sum of the value in the fixed accounts plus
the variable account floor. On each contract anniversary prior to the earlier of
your or the annuitant's 81st birthday, we increase the variable account floor by
accumulating the prior anniversary's floor at 5%. On the first contract
anniversary, the floor is increased by 5% of the accumulated initial purchase
payments allocated to the subaccounts. On any day that you allocate additional
amounts to, or withdraw or transfer from the subaccounts, we adjust the floor by
adding the additional amounts and subtracting the "adjusted partial withdrawals"
or "adjusted transfers."

After the contract anniversary immediately following either your or the
annuitant's 81st birthday, the Variable account floor is the floor on that
anniversary increased by additional amounts allocated to the subaccounts since
that anniversary plus purchase payment credits and reduced by any "adjusted
partial withdrawals" since that anniversary.

For the Variable account 5% floor, we calculate the "adjusted partial
withdrawals" or "adjusted transfers" as the result of (a) times (b) where:

   (a) is the ratio of the amount of withdrawal (including any withdrawal
   charges) or transfer from the subaccounts to the total value in the
   subaccounts on the date of (but prior to) the withdrawal or transfer.

   (b) is the variable account floor on the date of (but prior to) the
   withdrawal or transfer.

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   53



<PAGE>



EXAMPLE:

- -  You purchase the contract with a payment of $25,000 on Jan. 1, 2000 with
   $5,000 allocated to the one-year fixed account and $20,000 allocated
   to the subaccounts.

- -  On Jan. 1, 2001 (the first contract anniversary), the one-year fixed account
   value is $5,200 and the subaccount value is $17,000. Total contract value
   is $23, 200.

- -  On March 1, 2001, the one-year fixed account value is $5,300 and the
   subaccount value is $19,000. Total contract value is $24,300. You take a
   $1,500 partial withdrawal all from the subaccounts, leaving the contract
   value at $22,800.

We calculate the death benefit on March 1, 2001 as follows:

The variable account floor on Jan. 1, 2001,
calculated as:            1.05     x     20,000 =                     $21,000
plus any purchase payments paid since that anniversary:         +        0.00
minus any "adjusted partial withdrawals" from the subaccounts,
calculated as:          1,500     x    21,000     =                -$1,657.89
                       -----------------------                     ----------
                                 19,000
Variable account floor benefit                                     $19,342.10
plus the one-year fixed account value                              + 5,300.00
                                                                   ----------
for a death benefit of:                                            $24,642.10
                                                                   ==========


IF YOUR SPOUSE IS SOLE BENEFICIARY and you die before the retirement date, your
spouse may keep the contract as owner. To do this your spouse must, within 60
days after we receive proof of death, give us written instructions to keep the
contract in force. The Guaranteed Minimum Income Benefit Rider (6% Accumulation
Benefit Base), if selected, is then terminated.

PAYMENTS: Under a nonqualified annuity, we will pay the beneficiary in a single
sum unless you give us other written instructions. We must fully distribute the
death benefit within five years of your death. However, the beneficiary may
receive payouts under any annuity payout plan available under this contract if:

- - the beneficiary asks us in writing within 60 days after we receive proof of
  death; and

- - payouts begin no later than one year after your death, or other
  date as permitted by the Code; and

- - the payout period does not extend beyond the beneficiary's life
  or life expectancy.

When paying the beneficiary, we will process the death claim on the valuation
date our death claim requirements are fulfilled. We will determine the
contract's value at the next accumulation unit value calculated after our death
claim requirements are fulfilled. We pay interest, if any, from the date of
death at a rate no less than required by law. We will mail payment to the
beneficiary within seven days after our death claim requirements are fulfilled.

Other rules may apply to qualified annuities. (See "Taxes.")



- --------------------------------------------------------------------------------
54 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY

<PAGE>

THE ANNUITY PAYOUT PERIOD

As owner of the contract, you have the right to decide how and to whom annuity
payouts will be made starting at the retirement date. You may select one of the
annuity payout plans outlined below, or we may mutually agree on other payout
arrangements. We do not deduct any withdrawal charges under the payout plans
listed below.

You also decide whether we will make annuity payouts on a fixed or variable
basis, or a combination of fixed and variable. The amounts available to purchase
payouts under the plan you select is the contract value on your retirement date
(less any applicable premium tax). You may reallocate this contract value to the
one-year fixed account to provide fixed dollar payouts and/or among the
subaccounts to provide variable annuity payouts. During the annuity payout
period, we reserve the right to limit the number of subaccounts in which you may
invest. The Guarantee Period Accounts are not available during this payout
period.

Amounts of fixed and variable payouts depend on:

- - the annuity payout plan you select;

- - the annuitant's age and, in most cases, sex;

- - the annuity table in the contract; and

- - the amounts you allocated to the accounts at settlement.

In addition, for variable payouts only, amounts depend on the investment
performance of the subaccounts you select. These payouts will vary from month to
month because the performance of the funds will fluctuate. (In the case of fixed
annuities, payouts remain the same from month to month.)

For information with respect to transfers between accounts after annuity payouts
begin, see "Making the Most of Your Contract -- Transfer policies."


ANNUITY TABLE
The annuity table in your contract shows the amount of the first monthly payment
for each $1,000 of contract value according to the age and, when applicable, the
sex of the annuitant. (Where required by law, we will use a unisex table of
settlement rates.) The table assumes that the contract value is invested at the
beginning of the annuity payout period and earns a 5% rate of return, which is
reinvested and helps to support future payouts.


SUBSTITUTION OF 3.5% TABLE
If you ask us at least 30 days before the retirement date, we will substitute an
annuity table based on an assumed 3.5% investment rate for the 5% table in the
contract. The assumed investment rate affects both the amount of the first
payout and the extent to which subsequent payouts increase or decrease. Using
the 5% table results in a higher initial payment, but later payouts will
increase more slowly when annuity unit values rise and decrease more rapidly
when they decline.

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   55



<PAGE>

ANNUITY PAYOUT PLANS
You may choose any one of these annuity payout plans by giving us written
instructions at least 30 days before contract values are used to purchase the
payout plan:

- -  PLAN A -- LIFE ANNUITY -- NO REFUND: We make monthly payouts until the
   annuitant's death. Payouts end with the last payout before the annuitant's
   death. We will not make any further payouts. This means that if the
   annuitant dies after we made only one monthly payout, we will not make any
   more payouts.

- -  PLAN B -- LIFE ANNUITY WITH FIVE, TEN OR 15 YEARS CERTAIN: We make monthly
   payouts for a guaranteed payout period of five, ten or 15 years that you
   elect. This election will determine the length of the payout period to the
   beneficiary if the annuitant should die before the elected period expires.
   We calculate the guaranteed payout period from the retirement date. If the
   annuitant outlives the elected guaranteed payout period, we will continue
   to make payouts until the annuitant's death.

- -  PLAN C -- LIFE ANNUITY -- INSTALLMENT REFUND: We make monthly payouts
   until the annuitant's death, with our guarantee that payouts will continue
   for some period of time. We will make payouts for at least the number of
   months determined by dividing the amount applied under this option by the
   first monthly payout, whether or not the annuitant is living.

- -  PLAN D -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- NO REFUND: We make
   monthly payouts while both the annuitant and a joint annuitant are living.
   If either annuitant dies, we will continue to make monthly payouts at the
   full amount until the death of the surviving annuitant. Payouts end with
   the death of the second annuitant.

- -  PLAN E -- PAYOUTS FOR A SPECIFIED PERIOD: We make monthly payouts for a
   specific payout period of ten to 30 years that you elect. We will make
   payouts only for the number of years specified whether the annuitant is
   living or not. Depending on the selected time period, it is foreseeable
   that an annuitant can outlive the payout period selected. During the
   payout period, you can elect to have us determine the present value of any
   remaining variable payouts and pay it to you in a lump sum. We determine
   the present value of the remaining annuity payouts which are assumed to
   remain level at the initial payment. The discount rate we use in the
   calculation will vary between 5.27% and 6.77% depending on the applicable
   assumed investment rate. (See "Charges-- Withdrawal charge under Annuity
   Payout Plan E.") You can also take a portion of the discounted value once
   a year. If you do so, your monthly payouts will be reduced by the
   proportion of your withdrawal to the full discounted value. A 10% IRS
   penalty tax could apply if you take a withdrawal. (See "Taxes.")

RESTRICTIONS FOR SOME TAX-DEFERRED RETIREMENT PLANS: If you purchased a
qualified annuity, you may be required to select a payout plan that provides for
payouts:

- -  over the life of the annuitant;

- -  over the joint lives of the annuitant and a designated beneficiary;

- -  for a period not exceeding the life expectancy of the annuitant; or

- -  for a period not exceeding the joint life expectancies of the annuitant
   and a designated beneficiary.

You have the responsibility for electing a payout plan that complies with your
contract and with applicable law.

IF WE DO NOT RECEIVE INSTRUCTIONS: You must give us written instructions for the
annuity payouts at least 30 days before the annuitant's retirement date. If you
do not, we will make payouts under Plan B, with 120 monthly payouts guaranteed.
Contract values that you allocated to the fixed accounts will provide fixed
dollar payouts and contract values that you allocated among the subaccounts will
provide variable annuity payouts.


- --------------------------------------------------------------------------------
56 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>

IF MONTHLY PAYOUTS WOULD BE LESS THAN $20: We will calculate the amount of
monthly payouts at the time the contract value is used to purchase a payout
plan. If the calculations show that monthly payouts would be less than $20, we
have the right to pay the contract value to the owner in a lump sum or to change
the frequency of the payouts.


DEATH AFTER ANNUITY PAYOUTS BEGIN
If you or the annuitant die after annuity payouts begin, we will pay any amount
payable to the beneficiary as provided in the annuity payout plan in effect.

TAXES

Generally, under current law, your contract has a tax deferral feature. That is
any increase in the value of the fixed accounts and/or subaccounts in which you
invest is taxable to you only when you receive a payout or withdrawal (see
detailed discussion below). Any portion of the annuity payouts and any
withdrawals you request that represent ordinary income normally are taxable. We
will send you a tax information reporting form for any year in which we made a
taxable distribution according to our records. Roth IRAs may grow and be
distributed tax free if you meet certain distribution requirements.

ANNUITY PAYOUTS UNDER NONQUALIFIED ANNUITIES: A portion of each payout will be
ordinary income and subject to tax, and a portion of each payout will be
considered a return of part of your investment and will not be taxed. All
amounts you receive after your investment in the contract is fully recovered
will be subject to tax.

Tax law requires that all nonqualified deferred annuity contracts issued by the
same company (and possibly its affiliates) to the same owner during a calendar
year be taxed as a single, unified contract when you take distributions from any
one of those contracts.

QUALIFIED ANNUITIES: Your contract may be used to fund a tax-deferred retirement
plan that is already tax-deferred under the Code. The contract will not provide
any necessary or additional tax deferral if it is used to fund a retirement plan
that is tax-deferred. Special rules apply to these retirement plans. Your rights
to benefits may be subject to the terms and conditions of these retirement plans
regardless of the terms of the contract.

Adverse tax consequences may result if you do not ensure that contributions,
distributions and other transactions under the contract comply with the law.
Qualified annuities have minimum distribution rules that govern the timing and
amount of distributions during your life (except for Roth IRAs) and after your
death. You should refer to your retirement plan or adoption agreement, or
consult a tax advisor for more information about these distribution rules.

ANNUITY PAYOUTS UNDER QUALIFIED ANNUITIES (EXCEPT ROTH IRAS): Under a qualified
annuity, the entire payout generally is includable as ordinary income and is
subject to tax except to the extent that contributions were made with after-tax
dollars. If you or your employer invested in your contract with deductible or
pre-tax dollars as part of a tax-deferred retirement plan, such amounts are not
considered to be part of your investment in the contract and will be taxed when
paid to you.

WITHDRAWALS: If you withdraw part or all of your contract before your annuity
payouts begin, your withdrawal payment will be taxed to the extent that the
value of your contract immediately before the withdrawal exceeds your
investment. You also may have to pay a 10% IRS penalty for withdrawals you make
before reaching age 59 1/2 unless certain exceptions apply. For qualified
annuities, other penalties may apply if you make withdrawals from your contract
before your plan specifies that you can receive payouts.



- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   57

<PAGE>

DEATH BENEFITS TO BENEFICIARIES: The death benefit under a contract (except a
Roth IRA) is not tax exempt. Any amount your beneficiary receives that
represents previously deferred earnings within the contract is taxable as
ordinary income to the beneficiary in the years he or she receives the payments.
The death benefit under a Roth IRA generally is not taxable as ordinary income
to the beneficiary if certain distribution requirements are met.

ANNUITIES OWNED BY CORPORATIONS, PARTNERSHIPS OR TRUSTS: For nonqualified
annuities any annual increase in the value of annuities held by such entities
generally will be treated as ordinary income received during that year. This
provision is effective for purchase payments made after Feb. 28, 1986. However,
if the trust was set up for the benefit of a natural person only, the income
will remain tax deferred.

PENALTIES: If you receive amounts from your contract before reaching age 59 1/2,
you may have to pay a 10% IRS penalty on the amount includable in your ordinary
income. However, this penalty will not apply to any amount received by you or
your beneficiary:

- - because of your death;

- - because you become disabled (as defined in the Code);

- - if the distribution is part of a series of substantially equal periodic
  payments, made at least annually, over your life or life expectancy (or joint
  lives or life expectancies of you and your beneficiary); or

- - if it is allocable to an investment before Aug. 14, 1982 (except for
  qualified annuities).

For a qualified annuity, other penalties or exceptions may apply if you make
withdrawals from your contract before your plan specifies that payouts can be
made.

WITHHOLDING, GENERALLY: If you receive all or part of the contract value, we may
deduct withholding against the taxable income portion of the payment. Any
withholding represents a prepayment of your tax due for the year. You take
credit for these amounts on your annual tax return.

If the payment is part of an annuity payout plan, we generally compute the
amount of withholding using payroll tables. You may provide us with a statement
of how many exemptions to use in calculating the withholding. As long as you've
provided us with a valid Social Security Number or Taxpayer Identification
Number, you can elect not to have any withholding occur.

If the distribution is any other type of payment (such as a partial or full
withdrawal) we compute withholding using 10% of the taxable portion. Similar to
above, as long as you have provided us with a valid Social Security Number or
Taxpayer Identification Number, you can elect not to have this withholding
occur.

Some states also may impose withholding requirements similar to the federal
withholding described above. If this should be the case, we may deduct state
withholding from any payment from which we deduct federal withholding. The
withholding requirements may differ if we are making payment to a non-U.S.
citizen or if we deliver the payment outside the United States.

WITHHOLDING FROM TSAS: If you receive directly all or part of the contract value
from your TSA, mandatory 20% Federal income tax withholding (and possibly state
income tax withholding) generally will be imposed at the time we make the
payout. This mandatory withholding is in place of the elective withholding
discussed above. This mandatory withholding will not be imposed if:

- - instead of receiving the distribution check, you elect to have the
  distribution rolled over directly to an IRA or another eligible plan;

- - the payout is one in a series of substantially equal periodic payouts, made
  at least annually, over your life or the life expectancy (or the joint lives
  or life expectancies of you and your designated beneficiary) or over a
  specified period of ten years or more; or

- - the payout is a minimum distribution required under the Code.

- --------------------------------------------------------------------------------
58 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>

Payments we make to a surviving spouse instead of being directly rolled over to
an IRA also may be subject to a mandatory 20% income tax withholding.

State withholding also may be imposed on taxable distributions.

TRANSFER OF OWNERSHIP OF A NONQUALIFIED ANNUITY: If you transfer a nonqualified
annuity without receiving adequate consideration, the transfer is a gift and
also may be a withdrawal for federal income tax purposes. If the gift is a
currently taxable event for income tax purposes, the original owner will be
taxed on the amount of deferred earnings at the time of the transfer and also
may be subject to the 10% IRS penalty discussed earlier. In this case, the new
owner's investment in the contract will be the value of the contract at the time
of the transfer.

COLLATERAL ASSIGNMENT OF A NONQUALIFIED ANNUITY: If you collaterally assign or
pledge your contract, earnings on purchase payments you made after Aug. 13, 1982
will be taxed to you like a withdrawal.

IMPORTANT: Our discussion of federal tax laws is based upon our understanding of
current interpretations of these laws. Federal tax laws or current
interpretations of them may change. For this reason and because tax consequences
are complex and highly individual and cannot always be anticipated, you should
consult a tax advisor if you have any questions about taxation of your contract.

TAX QUALIFICATION: We intend that the contract qualify as an annuity for federal
income tax purposes. To that end, the provisions of the contract are to be
interpreted to ensure or maintain such tax qualification, in spite of any other
provisions of the contract. We reserve the right to amend the contract to
reflect any clarifications that may be needed or are appropriate to maintain
such qualification or to conform the contract to any applicable changes in the
tax qualification requirements. We will send you a copy of any amendments.

VOTING RIGHTS

As a contract owner with investments in the subaccounts, you may vote on
important fund policies until annuity payouts begin. Once they begin, the person
receiving them has voting rights. We will vote fund shares according to the
instructions of the person with voting rights.

Before annuity payouts begin, the number of votes you have is determined by
applying your percentage interest in each subaccount to the total number of
votes allowed to the subaccount.

After annuity payouts begin, the number of votes you have is equal to:

- - the reserve held in each subaccount for your contract;

- - divided by the net asset value of one share of the applicable fund.

As we make annuity payouts, the reserve for the contract decreases; therefore,
the number of votes also will decrease.

We calculate votes separately for each subaccount. We will send notice of
shareholders' meetings, proxy materials and a statement of the number of votes
to which the voter is entitled. We will vote shares for which we have not
received instructions in the same proportion as the votes for which we received
instructions. We also will vote the shares for which we have voting rights in
the same proportion as the votes for which we received instructions.

- --------------------------------------------------------------------------------
                                                  PROSPECTUS -- MAY 1, 2000   59



<PAGE>

SUBSTITUTION OF INVESTMENTS
We may substitute the funds in which the subaccounts invest if:

- - laws or regulations change;

- - the existing funds become unavailable; or

- - in our judgment, the funds no longer are suitable for the subaccounts.

If any of these situations occur, and if we believe it is in the best interest
of persons having voting rights under the contract, we have the right to
substitute the funds currently listed in this prospectus for other funds.

We may also:

- - add new subaccounts;

- - combine any two or more subaccounts;

- - make additional subaccounts investing in additional funds;

- - transfer assets to and from the subaccounts or the variable account; and

- - eliminate or close any subaccounts.

In the event of substitution or any of these changes, we may amend the contract
and take whatever action is necessary and appropriate without your consent or
approval. However, we will not make any substitution or change without the
necessary approval of the SEC and state insurance departments. We will notify
you of any substitution or change.

ABOUT THE SERVICE PROVIDERS

PRINCIPAL UNDERWRITER
American Express Financial Advisors Inc. (AEFA) serves as the principal
underwriter for the contract. Its offices are located at 200 AXP Financial
Center, Minneapolis, MN 55474. AEFA is a wholly-owned subsidiary of American
Express Financial Corporation (AEFC) which is a wholly-owned subsidiary of
American Express Company.

The contracts will be distributed by broker-dealers which have entered into
distribution agreements with AEFA and American
Enterprise Life.

We pay commissions for sales of the contracts of up to 7% of purchase payments
to insurance agencies or broker-dealers that are also insurance agencies.
Sometimes we pay the commissions as a combination of a certain amount of the
commission at the time of sale and a trail commission (which, when totaled,
could exceed 7% of purchase payments). In addition, we may pay certain sellers
additional compensation for selling and distribution activities under certain
circumstances. From time to time, we will pay or permit other promotional
incentives, in cash or credit or other compensation.

Other contracts issued by American Enterprise Life that are not described in
this prospectus may be available through your sales representative. The
features, investment options, sales charges and expenses of the other contracts
are different than those of this contract. Therefore, the contract values under
the other contracts may be different than your contract value under this
contract. In addition, sales commissions for the other contracts may be higher
or lower than sales commissions for this contract.

- --------------------------------------------------------------------------------
60 AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>

ISSUER

American Enterprise Life issues the annuities. American Enterprise Life is a
wholly-owned subsidiary of IDS Life, which is a wholly-owned subsidiary of
AEFC. AEFC is a wholly-owned subsidiary of American Express Company. American
Express Company is a financial services company principally engaged through
subsidiaries (in addition to AEFC) in travel related services, investment
services and international banking services.

American Enterprise Life is a stock life insurance company organized in 1981
under the laws of the state of Indiana. Our administrative offices are located
at 829 AXP Financial Center, Minneapolis, MN 55474. Our statutory address is
100 Capitol Center South, 201 North Illinois Street, Indianapolis, IN 46204.
American Enterprise Life conducts a conventional life insurance business.

LEGAL PROCEEDINGS

A number of lawsuits have been filed against life and health insurers in
jurisdictions in which American Enterprise Life and its affiliates do business
involving insurers' sales practices, alleged agent misconduct, failure to
properly supervise agents and other matters. IDS Life is a defendant in three
class action lawsuits of this nature. American Enterprise Life is a named
defendant in one of these suits, RICHARD W. AND ELIZABETH J. THORESEN VS.
AMERICAN EXPRESS FINANCIAL CORPORATION, AMERICAN CENTURION LIFE ASSURANCE
COMPANY, AMERICAN ENTERPRISE LIFE INSURANCE COMPANY, AMERICAN PARTNERS LIFE
INSURANCE COMPANY, IDS LIFE INSURANCE COMPANY AND IDS LIFE INSURANCE COMPANY OF
NEW YORK which was commenced in Minnesota State Court in October 1998. The
action was brought by individuals who purchased an annuity in a qualified plan.
The plaintiffs allege that the sale of annuities in tax-deferred contributory
retirement investment plans (e.g., IRAs) is never appropriate. The plaintiffs
purport to represent a class consisting of all persons who made similar
purchases. The plaintiffs seek damages in an unspecified amount.

American Enterprise Life is included as a party to preliminary settlement of
all three class action lawsuits. We believe this approach will put these cases
behind us and provide a fair outcome for our clients. Our decision to settle
does not include any admission of wrongdoing. We do not anticipate that this
proposed settlement, or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

ADDITIONAL INFORMATION ABOUT AMERICAN ENTERPRISE LIFE

SELECTED FINANCIAL DATA

The following selected financial data for American Enterprise Life should be
read in conjunction with the financial statements and notes.

<TABLE>
<CAPTION>

YEARS ENDED DEC. 31, (THOUSANDS)           1999              1998             1997              1996              1995
<S>                                  <C>               <C>              <C>               <C>               <C>
Net investment income                $  322,746        $  340,219       $  332,268        $  271,719        $  223,706
Net gain/loss on investments              6,565            (4,788)            (509)           (5,258)           (1,154)
Other                                     8,338             7,662            6,329             5,753             4,214
- ----------------------------------------------------------------------------------------------------------------------
Total revenues                       $  337,649        $  343,093       $  338,088        $  272,214        $  226,766
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Income before income taxes           $   50,662        $   36,421       $   44,958        $   35,735        $   33,440
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Net income                           $   33,987        $   22,026       $   28,313        $   22,823        $   21,748
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Total assets                         $4,603,343        $4,885,621       $4,973,413        $4,425,837        $3,570,960
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
                                                   PROSPECTUS - MAY 1, 2000   61
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

1999 COMPARED TO 1998:

Net income increased 54 percent to $34 million in 1999, compared to $22 million
in 1998. Earnings growth resulted primarily net realized gains of $6.6 million
in 1999, compared to net realized losses of $4.8 in 1998.

Income before income taxes totaled $51 million in 1999, compared with $36
million in 1998.

Total investment contract deposits received decreased to $336 million in 1999,
compared with $348 million in 1998. This decrease is primarily due to a
decrease in sales of variable annuities in 1999.

Total revenues decreased to $338 million in 1999, compared with $343 million in
1998. The decrease is primarily due to decreased net investment income which
was partially offset by an increase in realized gain on investments. Net
investment income, the largest component of revenues, decreased 5 percent from
the prior year, reflecting decreases in investments owned and investment
yields.

Contractholder charges decreased 5 percent to $6.1 million in 1999, compared
with $6.4 million in 1998, reflecting a decrease in fixed annuities inforce.
The Company receives mortality and expense risk fees from the separate
accounts. Mortality and expense risk fees increased 77 percent to $2.3
million in 1999, compared with $1.3 million in 1998, this reflects the
increase in separate account assets.

Net realized gain on investments was $6.6 million in 1999, compared to a net
realized loss on investments of $4.8 million in 1998. The net realized gains
were primarily due to the sale of available for sale fixed maturity investments
at a gain as well as a decrease in the allowance for mortgage loan losses based
on management's regular evaluation of allowance adequacy.

Total benefits and expenses decreased slightly to $287 million in 1999. The
largest component of expenses, interest credited on investment contracts,
decreased to $209 million, reflecting a decrease in fixed annuities in force
and lower interest rates. Amortization of deferred policy acquisition costs
decreased to $43 million, compared to $54 million in 1998. This decrease was
due primarily to decreased aggregate amounts in force, as well as the impact of
changing prospective assumptions in 1998 based on actual lapse experience on
certain fixed annuities.

Other operating expenses increased 46 percent to $35 million in 1999, compared
to $24 million in 1998. This increase is primarily reflects technology costs
related to growth initiatives.

1998 COMPARED TO 1997:

Net income decreased 22 percent to $22 million in 1998, compared to $28 million
in 1997. The decrease in earnings resulted primarily from increases in
amortization of deferred policy acquisition costs.

Income before income taxes totaled $36 million in 1998, compared with $45
million in 1997.

Total premiums and investment contract deposits received decreased to $348
million in 1998, compared with $802 million in 1997. This decrease is primarily
due to a decrease in sales of fixed annuities in 1998, reflecting the low
interest rate environment.

Total revenues increased to $343 million in 1998, compared with $338 million in
1997. The increase is primarily due to increases in net investment income and
contractholder charges. Net investment income, the largest component of
revenues, increased 2 percent from the prior year, reflecting increases in
investments owned and investment yields.

Contractholder charges, increased 12 percent to $6.4 million in 1998, compared
with $5.7 million in 1997. The Company receives mortality and expense risk fees
from the separate accounts.

Total benefits and expenses increased 4.6 percent to $307 million in 1998,
compared with 293 million in 1997. The largest component of expenses, interest
credited on contractholders investment contracts, decreased to $229 million,
reflecting a decrease in fixed annuities in force and lower interest rates.
Amortization of deferred policy acquisition costs increased to $54 million,
compared to $37 million in 1997. This increase was due primarily to the impact
of changing prospective assumptions based on actual lapse experience on certain
fixed annuities.


- --------------------------------------------------------------------------------
62   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>

RISK MANAGEMENT

The sensitivity analysis of the test of market risk discussed below estimates
the effects of hypothetical sudden and sustained changes in the applicable
market conditions on the ensuing year's earnings based on year-end positions.
The market changes, assumed to occur as of year-end, is a 100 basis point
increase in market interest rates. Computations of the prospective effects of
hypothetical interest rate change based on numerous assumptions, including
relative levels of market interest rates as well as the levels of assets and
liabilities. The hypothetical changes and assumptions will be different from
what actually occurs in the future. Furthermore, the computations do not
anticipate actions that may be taken by management if the hypothetical market
changes actually occurred over time. As a result, actual earnings effects in
the future will differ from those quantified below.

The Company primarily invests in fixed income securities over a broad range of
maturities for the purpose of providing fixed annuity clients with a
competitive rate of return on their investments while minimizing risk, and to
provide a dependable and targeted spread between the interest rate earned on
investments and the interest rate credited to contractholders' accounts. The
Company does not invest in securities to generate trading profits.

The Company has an investment committee that holds regularly scheduled meetings
and, when necessary, special meetings. At these meetings, the committee reviews
models projecting different interest rate scenarios and their impact on
profitability. The objective of the committee is to structure the investment
security portfolio based upon the type and behavior of products in the
liability portfolio so as to achieve targeted levels of profitability.

Rates credited to contractholders' accounts are generally reset at shorter
intervals than the maturity of underlying investments. Therefore, margins may
be negatively impacted by increases in the general level of interest rates.
Part of the committee's strategy includes the purchase of some types of
derivatives, such as interest rate caps, swaps and floors, for hedging
purposes. These derivatives protect margins by increasing investment
returns if there is a sudden and severe rise in interest rates, thereby
mitigating the impact of an increase in rates credited to contractholders'
accounts.

The negative effect on the Company's pretax earnings of a 100 basis point
increase in interest rates, which assumes repricings and customer behavior
based on the application of proprietary models to the book of business at
December 31, 1999, would be appoximately $4.2 million.

LIQUIDITY AND CAPITAL RESOURCES

The liquidity requirements of the Company are met by funds provided by annuity
considerations, investment income, proceeds from sales of investments as well
as maturities and periodic repayments of investment principal.

The primary uses of funds are policy benefits, commissions and operating
expenses, policy loans, and investment purchases.

The Company has an available line of credit with American Express Financial
Corporation aggregating $50 million. The line of credit is used strictly as a
short-term source of funds. No borrowings were outstanding under the agreement
at December 31, 1999. At December 31, 1999, outstanding reverse repurchase
agreements totaled $26 million.

At December 31, 1999, investments in fixed maturities comprised 81 percent of
the Company's total invested assets. Of the fixed maturity portfolio,
approximately 32 percent is invested in GNMA, FNMA and FHLMC mortgage-backed
securities which are considered AAA/Aaa quality.

At December 31, 1999, approximately 14 percent of the Company's investments in
fixed maturities were below investment grade bonds. These investments may be
subject to a higher degree of risk than the investment grade issues because of
the borrower's generally greater sensitivity to adverse economic conditions,
such as recession or increasing interest rates, and in certain instances, the
lack of an active


- --------------------------------------------------------------------------------
                                                   PROSPECTUS - MAY 1, 2000   63
<PAGE>

secondary market. Expected returns on below investment grade
bonds reflect consideration of such factors. The Company has identified those
fixed maturities for which a decline in fair value is determined to be other
than temporary, and has written them down to fair value with a charge to
earnings.

At December 31, 1999, net unrealized appreciation on fixed maturities held to
maturity included $6.3 million of gross unrealized appreciation and $29 million
of gross unrealized depreciation. Net unrealized appreciation on fixed
maturities available for sale included $9.3 million of gross unrealized
appreciation and $117 million of gross unrealized depreciation.

At December 31, 1999, the Company had an allowance for losses for mortgage
loans totaling $6.7 million.

The economy and other factors have caused a number of insurance companies to go
under regulatory supervision. This circumstance has resulted in assessments by
state guaranty associations to cover losses to policyholders of insolvent or
rehabilitated companies. Some assessments can be partially recovered through a
reduction in future premium taxes in certain states. The Company established an
asset for guaranty association assessments paid to those states allowing a
reduction in future premium taxes over a reasonable period of time. The asset is
being amortized as premium taxes are reduced. The Company has also estimated
the potential effect of future assessments on the Company's financial position
and results of operations and has established a reserve for such potential
assessments. The Company has adopted Statement of Position 97-3 providing
guidance when an insurer should recognize a liability for guaranty fund
assessments. The SOP is effective for fiscal years beginning after December 15,
1998. Adoption did not have a material impact on the Company's results of
operations or financial condition.

The National Association of Insurance Commissioners has established risk-based
capital standards to determine the capital requirements of a life insurance
company based upon the risks inherent in its operations. These standards
require the computation of a risk-based capital amount which is then compared
to a company's actual total adjusted capital. The computation involves applying
factors to various statutory financial data to address four primary risks:
asset default, adverse insurance experience, interest rate risk and external
events. These standards provide for regulatory attention when the percentage
of total adjusted capital to authorized control level risk-based capital is
below certain levels. As of December 31, 1999, the Company's total adjusted
capital was well in excess of the levels requiring regulatory attention.

YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs having been written
using two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or
miscalculations, which could have a material impact on the operations of
American Enterprise Life and the variable account. All of the major systems
used by American Enterprise Life and the variable account are maintained by
AEFC and are utilized by multiple subsidiaries and affiliates of AEFC. American
Enterprise Life's and the variable account's businesses are heavily dependent
upon AEFC's computer systems and have significant interaction with systems of
third parties.

A comprehensive review of AEFC's computer systems and business processes,
including those specific to American Enterprise Life and the variable account,
was conducted to identify the major systems that could be affected by the Year
2000 issue. Steps were taken to resolve potential problems including
modification to existing software and the purchase of new software. As of Dec.
31, 1999, AEFC had completed its program of corrective measures on its internal
systems and applications, including Year 2000 compliance testing. As of
Dec. 31, 1999, AEFC had also completed an evaluation of the Year 2000 readiness
of other third parties whose system failures could have an impact on American
Enterprise Life's and the variable account's operations.


- --------------------------------------------------------------------------------
64   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>

AEFC's Year 2000 project also included establishing Year 2000 contingency plans
for all key business units. Business continuation plans, which address business
continuation in the event of a system disruption, are in place for all key
business units. As of Dec. 31, 1999, these plans had been amended to include
specific Year 2000 considerations.

In assessing its Year 2000 initiatives and the results of actual production
since Jan. 1, 2000, management believes no material adverse consequences were
experienced, and there was no material effect on American Enterprise Life's and
the variable account's business, results of operations, or financial condition
as a result of the Year 2000 issue.


RESERVES

In accordance with the insurance laws and regulations under which we operate,
we are obligated to carry on our books, as liabilities, actuarially determined
reserves to meet our obligations on our outstanding annuity contracts. We base
our reserves for deferred annuity contracts on accumulation value and for fixed
annuity contracts in a benefit status on established industry mortality tables.
These reserves are computed amounts that will be sufficient to meet our policy
obligations at their maturities.


INVESTMENTS

Our total investments of $4,107,559 at Dec. 31, 1999, 28% was invested in
mortgage-backed securities, 53% in corporate and other bonds, 19% in primary
mortgage loans on real estate and the remaining less than 1% in other
investments.


COMPETITION

We are engaged in a business that is highly competitive due to the large number
of stock and mutual life insurance companies and other entities marketing
insurance products. There are over 1,600 stock, mutual and other types of
insurers in the life insurance business. Best's Insurance Reports, Life-Health
edition 1999, assigned us one of its highest classifications, A+ (Superior).


EMPLOYEES

As of Dec. 31, 1999, we had no employees.


PROPERTIES

We occupy office space in Minneapolis, MN, which is rented by AEFC. We
reimburse AEFC for rent based on direct and indirect allocation methods.
Facilities occupied by us are believed to be adequate for the purposes for
which they are used and well maintained.


STATE REGULATION

American Enterprise Life is subject to the laws of the State of Indiana
governing insurance companies and to the regulations of the Indiana
Department of Insurance. An annual statement in the prescribed form is
filed with the Indiana Department of Insurance each year covering our
operation for the preceding year and its financial condition at the end
of such year. Regulation by the Indiana Department of Insurance includes
periodic examination to determine American Enterprise's contract liabilities
and reserves so that the Indiana Department of Insurance may certify that
these items are correct. The Company's books and accounts are subject to
review by the Indiana Department of Insurance at all times. Such regulation
does not, however, involve any supervision of the account's management or the
company's investment practices or policies. In addition, American Enterprise
Life is subject to regulation under the insurance laws of other jurisdictions
in which it operates. A full examination of American Enterprise Life's
operations is conducted periodically by the National Association of Insurance
Commissioners.

Under insurance guaranty fund laws, in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses
incurred by insolvent companies. Most of these laws do provide however, that an
assessment may be excused or deferred if it would threaten an insurer's own
financial strength.


- --------------------------------------------------------------------------------
                                                   PROSPECTUS - MAY 1, 2000   65
<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS*

The directors and principal executive officers of American Enterprise Life and
the principal occupation of each during the last five years is as follows:

DIRECTORS
JAMES E. CHOAT
Born in 1947
Director, president and chief executive officer since 1996; Senior vice
president - Institutional Products Group, AEFA, 1994 to 1997.

RICHARD W. KLING
Born 1940
Director and chairman of the board since March 1989.

PAUL S. MANNWEILER**
Born in 1949
Director since 1986; Partner at Locke Reynolds Boyd & Weisell since 1980.

PAULA R. MEYER
Born in 1954
Director and executive vice president, assured assets since 1998; vice
president, AEFC since 1998; Piper Capital Management (PCM) President from Oct.
1997 to May 1998; PCM Director of Marketing from June 1995 to Oct. 1997; PCM
Director of Retail Marketing from Dec. 1993 to June 1995.

WILLIAM A. STOLTZMANN
Born in 1948
Director since Sept. 1989; vice president, general counsel and secretary since
1985.

OFFICERS OTHER THAN DIRECTORS

JEFFREY S. HORTON
Born 1961
Vice president and treasurer since Dec. 1997; vice president and corporate
treasurer, AEFC, since Dec. 1997; controller, American Express Technologies -
Financial Services, AEFC, from July 1997 to Dec. 1997; controller, Risk
Management Products, AEFC, from May 1994 to July 1997; director of finance and
analysis, Corporate Treasury, AEFC, from June 1990 to May 1994.

PHILIP C. WENTZEL
Born in 1961
Vice president and controller since 1998; vice president - Finance, Risk
Management Products, AEFC since 1997; and director of financial reporting and
analysis from 1992 to 1997.

 * The address for all of the directors and principal officers is: 200 AXP
   Financial Center, Minneapolis, MN 55474 except for Mr. Mannweiler who is an
   independent director.

** Mr. Mannweiler's address is: 201 No. Illinois Street, Indianapolis, IN 46204


- --------------------------------------------------------------------------------
66   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY
<PAGE>



EXECUTIVE COMPENSATION

Our executive officers also may serve one or more affiliated companies. The
following table reflects cash compensation paid to the five most highly
compensated executive officers as a group for services rendered in the most
recent year to us and our affiliates. The table also shows the total cash
compensation paid to all our executive officers, as a group, who were executive
officers at any time during the most recent year.


<TABLE>
<CAPTION>

NAME OF INDIVIDUAL OR NUMBER IN GROUP                             POSITION HELD                      CASH COMPENSATION
<S>                                                               <C>                                <C>
Five most highly compensated executive officers as a group:                                          $ 7,960,888

Richard W. Kling                                                  Chairman of the Board
James E. Choat                                                    President and CEO
Stuart A. Sedlacek                                                Executive Vice President
Lorraine R. Hart                                                  Vice President, Investments
Deborah L. Pederson                                               Assistant Vice President, Investments

All executive officers as a group (11)                                                               $11,535,043

</TABLE>


- --------------------------------------------------------------------------------
                                                   PROSPECTUS - MAY 1, 2000   67
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

Our directors and officers do not beneficially own any outstanding shares of
stock of the company. All of our outstanding shares of stock are beneficially
owned by IDS Life. The percentage of shares of IDS Life owned by any director,
and by all our directors and officers as a group, does not exceed 1% of the
class outstanding.

Experts

Ernst & Young LLP, independent auditors, have audited the financial statements
of American Enterprise Life Insurance Company at Dec. 31, 1999 and 1998, and
for each of the three years in the period ended Dec. 31, 1999, and the
individual and combined statements of the segregated asset subaccounts of
American Enterprise Variable Annuity Account (comprised of subaccounts ESI,
ECR, EMS, EIA, EMG, EGD, ECA, ECD, EVA, EPP, ETC, EHG, EAS, EFG, EFM, EFO,
ERE, EMU, EIS, JCG, JUS, JGL, JIF, EDE, ERQ, ERI, END, ERS, EUT, EPG, EPL,
EPN, EMC, EPR, EIC, EUC and EEG) as of Dec. 31, 1999 and for the periods
indicated therein, as set forth in their reports. We've included our
financial statements in the prospectus and elsewhere in the registration
statement in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.


- --------------------------------------------------------------------------------
68   AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITY


<PAGE>



AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION


REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1999  and  1998,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1999 and  1998,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.



/s/ Ernst & Young LLP
Ernst & Young LLP
February 3, 2000
Minneapolis, Minnesota

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                  December 31,
                       ($ thousands, except share amounts)
<TABLE>
<S>                                                              <C>              <C>

ASSETS                                                              1999              1998
- ------                                                           -----------      -----------

Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value:
       1999, $984,103; 1998, $1,126,732)                          $1,006,349       $1,081,193
    Available for sale, at fair value (amortized cost:
       1999, $2,411,799; 1998, $2,526,712)                         2,304,487        2,594,858
                                                                 -----------      -----------
                                                                   3,310,836        3,676,051

  Mortgage loans on real estate                                      785,253          815,806
  Other investments                                                   11,470           12,103
                                                                 -----------      -----------
          Total investments                                        4,107,559        4,503,960

Accounts receivable                                                      316              214
Accrued investment income                                             56,676           61,740
Deferred policy acquisition costs                                    180,288          196,479
Deferred income taxes                                                 37,501               --
Other assets                                                               9               43
Separate account assets                                              220,994          123,185
                                                                 -----------      -----------

          Total assets                                            $4,603,343       $4,885,621
                                                                  ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                      $3,921,513       $4,166,852
  Policy claims and other policyholders' funds                        12,097            7,389
  Deferred income taxes                                                   --           23,199
  Amounts due to brokers                                              25,215           54,347
  Other liabilities                                                   17,436           24,500
  Separate account liabilities                                       220,994          123,185
                                                                 -----------      -----------
          Total liabilities                                        4,197,255        4,399,472

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                               2,000            2,000
  Additional paid-in capital                                         282,872          282,872
  Accumulated other comprehensive (loss) income:
     Net unrealized securities (losses) gains                        (69,753)          44,295
  Retained earnings                                                  190,969          156,982
                                                                 -----------      -----------
          Total stockholder's equity                                 406,088          486,149
                                                                 -----------      -----------

Total liabilities and stockholder's equity                        $4,603,343       $4,885,621
                                                                  ==========       ==========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                            Years ended December 31,
                                  ($ thousands)
<TABLE>
<S>                                                       <C>               <C>              <C>

                                                            1999              1998             1997
                                                          ---------         ---------        ---------

Revenues:
  Net investment income                                    $322,746          $340,219         $332,268
  Contractholder charges                                      6,069             6,387            5,688
  Mortality and expense risk fees                             2,269             1,275              641
  Net realized gain (loss) on investments                     6,565            (4,788)            (509)
                                                          ---------         ---------        ---------

          Total revenues                                    337,649           343,093          338,088
                                                          ---------         ---------        ---------

Benefits and expenses:
  Interest credited on investment contracts                 208,583           228,533          231,437
  Amortization of deferred policy acquisition costs          43,257            53,663           36,803
  Other operating expenses                                   35,147            24,476           24,890
                                                          ---------         ---------        ---------

          Total benefits and expenses                       286,987           306,672          293,130
                                                          ---------         ---------        ---------

Income before income taxes                                   50,662            36,421           44,958

Income taxes                                                 16,675            14,395           16,645
                                                          ---------         ---------        ---------

Net income                                                $  33,987         $  22,026        $  28,313
                                                          =========         =========        =========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1999
                                  ($ thousands)
<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                     Other
                                                         Total                      Additional    Comprehensive
                                                     Stockholder's     Capital       Paid-In      (Loss) Income,     Retained
                                                         Equity         Stock         Capital        Net of Tax       Earnings
                                                     -------------    --------    ------------    ------------    -------------
<S>                                                  <C>              <C>         <C>             <C>             <C>
Balance, December 31, 1996                               $363,858       $2,000       $242,872        $ 12,343        $106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
      Unrealized holding gains arising
           during the year, net of  taxes of
        ($19,891)                                          36,940           --             --          36,940              --
      Reclassification adjustment for losses
           included in net income, net of tax
           of ($126)                                          233           --             --             233              --
                                                     -------------                                ------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                     -------------
     Comprehensive income                                  65,486
Capital contribution from IDS Life                         40,000           --         40,000              --              --
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:
     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
          during the year, net of taxes of $3,400          (6,314)          --             --          (6,314)             --
       Reclassification adjustment for losses
           included in net income, net of tax
           of ($588)                                        1,093           --             --           1,093              --
                                                     -------------                                ------------
     Other comprehensive loss                              (5,221)          --             --          (5,221)             --
                                                     -------------
     Comprehensive income                                  16,805
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1998                                486,149        2,000        282,872          44,295         156,982
Comprehensive loss:
     Net income                                            33,987           --             --              --          33,987
     Unrealized holding losses arising
         during the year, net of taxes of $(59,231)      (110,001)          --             --        (110,001)             --
     Reclassification adjustment for gains
          included in net income, net of tax               (4,047)                                     (4,047)             --
          of $(2,179)                                -------------                                ------------
     Other comprehensive loss                            (114,048)          --             --        (114,048)             --
                                                     -------------
     Comprehensive loss                                   (80,061)
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1999                               $406,088       $2,000       $282,872        $(69,753)       $190,969
                                                     =============    ========    ============    ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         See accompanying notes.

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                <C>           <C>           <C>
                                                                      1999          1998          1997
                                                                   -----------   -----------   -----------
Cash flows from operating activities:
  Net income                                                       $   33,987    $   22,026    $   28,313
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                               5,064        (2,152)       (8,017)
      Change in accounts receivable                                      (102)          349         9,304
      Change in deferred policy acquisition costs, net                 16,191        28,022       (21,276)
      Change in other assets                                               34            74         4,840
      Change in policy claims and other policyholders' funds            4,708        (3,939)      (16,099)
      Deferred income tax (benefit) provision                             711        (9,591)       (2,485)
      Change in other liabilities                                      (7,064)        7,595         1,255
      Amortization of premium (accretion of discount), net              2,315           122        (2,316)
      Net realized (gain) loss on investments                          (6,565)        4,788           509
      Other, net                                                      (1,562)         2,544           959
                                                                   -----------   -----------   -----------

         Net cash provided by (used in) operating activities           47,717        49,838        (5,013)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                                          --            --        (1,996)
        Maturities                                                     65,705        73,601        41,221
        Sales                                                           8,466        31,117        30,601
    Fixed maturities available for sale:
        Purchases                                                    (593,888)     (298,885)     (688,050)
        Maturities                                                    248,317       335,357       231,419
        Sales                                                         469,126        48,492        73,366
    Other investments:
        Purchases                                                     (28,520)     (161,252)     (199,593)
        Sales                                                          57,548        78,681        29,139
    Change in amounts due to brokers                                  (29,132)       19,412       (53,796)
                                                                   -----------   -----------   ------------

          Net cash provided by (used in) investing activities         197,622       126,523      (537,689)

Cash flows from financing activities:
 Activity related to investment contracts:
    Considerations received                                           299,899       302,158       783,339
    Surrenders and other benefits                                    (753,821)     (707,052)     (552,903)
    Interest credited to account balances                             208,583       228,533       231,437
    Capital contribution from parent                                       --            --        40,000
                                                                   -----------   -----------   -----------

          Net cash (used in) provided by financing activities        (245,339)     (176,361)      501,873
                                                                   -----------   -----------   -----------

Net decrease in cash and cash equivalents                                  --            --       (40,829)

Cash and cash equivalents at beginning of year                             --            --        40,829
                                                                   -----------   -----------   -----------

Cash and cash equivalents at end of year                           $       --    $       --    $      --
                                                                   ===========   ===========   ==========
                                         See accompanying notes.

</TABLE>

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  The  Company's  principal  product  is
     deferred  annuities,  which are issued primarily to individuals.  It offers
     single  premium and annual premium  deferred  annuities on both a fixed and
     variable dollar basis.
     Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly-owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation  (AEFC).  AEFC is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States which vary in certain respects from reporting  practices  prescribed
     or permitted by the Indiana Department of Insurance (see Note 4).

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities and disclosure of contingent  assets and liabilities at the
     date of the financial  statements and the reported  amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Investments

     Fixed  maturities  that the  Company has both the  positive  intent and the
     ability to hold to maturity are  classified as held to maturity and carried
     at amortized  cost. All other fixed  maturities are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive (loss) income, net of deferred
     income taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments  are  anticipated  on certain  investments  in  mortgage-backed
     securities in determining  the constant  effective  yield used to recognize
     interest  income.  Prepayment  estimates are based on information  received
     from brokers who deal in mortgage-backed securities.

     Mortgage  loans on real  estate  are  carried  at  amortized  cost  less an
     allowance  for  mortgage  loan  losses.  The  estimated  fair  value of the
     mortgage  loans is  determined  by a discounted  cash flow  analysis  using
     mortgage   interest  rates  currently  offered  for  mortgages  of  similar
     maturities.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance for mortgage loan losses
     is  maintained  at a level that  management  believes is adequate to absorb
     estimated  losses in the portfolio.  The level of the allowance  account is
     determined  based on  several  factors,  including  historical  experience,
     expected  future  principal  and interest  payments,  estimated  collateral
     values,  and current and  anticipated  economic and  political  conditions.
     Management  regularly  evaluates the adequacy of the allowance for mortgage
     loan losses.

     The Company  generally stops accruing  interest on mortgage loans for which
     interest  payments  are  delinquent  more  than  three  months.   Based  on
     management's  judgment  as to the  ultimate  collectibility  of  principal,
     interest  payments  received are either  recognized as income or applied to
     the recorded investment in the loan.

     The cost of interest rate caps and floors is amortized to investment income
     over the life of the contracts  and payments  received as a result of these
     agreements are recorded as investment  income when realized.  The amortized
     cost of interest rate caps and floors is included in other investments.

     When evidence  indicates a decline,  which is other than temporary,  in the
     underlying  value  or  earning  power  of  individual   investments,   such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The  Company  considers  investments  with a maturity  at the date of their
     acquisition  of  three  months  or  less  to  be  cash  equivalents.  These
     securities are carried  principally  at amortized  cost which  approximates
     fair value.

     Supplementary  information  to the  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                        1999            1998           1997
                                        ----            -----          ----
    Cash paid during the year for:
      Income taxes                      $22,007        $19,035       $19,456
      Interest on borrowings              2,187          5,437         1,832

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs,  and certain  sales  expenses,  have been  deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Amortization  of deferred  policy  acquisition  costs  requires  the use of
     assumptions  including  interest margins,  mortality  margins,  persistency
     rates,  maintenance  expense  levels and, for variable  products,  separate
     account  performance.   For  universal  life-type  insurance  and  deferred
     annuities,  actual  experience is reflected in the  Company's  amortization
     models monthly. As actual experience differs from the current  assumptions,
     management  considers  the need to change key  assumptions  underlying  the
     amortization  models  prospectively.  The  impact of  changing  prospective
     assumptions  is  reflected  in the period that such changes are made and is
     generally referred to as an unlocking  adjustment.  During 1998,  unlocking
     adjustments  resulted in a net increase in amortization of $11 million. Net
     unlocking adjustments in 1999 and 1997 were not significant.

     Liabilities for future policy benefits

     Liabilities  for  universal-life  type  insurance  and fixed  and  variable
     deferred annuities are accumulation values.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American  Express  Company.  The Company  provides for income
     taxes on a separate return basis,  except that, under an agreement  between
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included in other  liabilities at December 31, 1999 and 1998 are $2,147 and
     $3,504, respectively, payable to IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.    Summary of significant accounting policies (continued)

     The Company makes contractual  mortality assurances to the variable annuity
     contract  owners that the net assets of the separate  accounts  will not be
     affected by future  variations in the actual life expectancy  experience of
     the annuitants and beneficiaries from the mortality assumptions implicit in
     the annuity  contracts.  The Company makes  periodic fund  transfers to, or
     withdrawals   from,   the  separate   account  assets  for  such  actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.

      Accounting changes

     American  Institute of Certified Public  Accountants  (AICPA)  Statement of
     Position (SOP) 98-1,  "Accounting for Costs of Computer Software  Developed
     or Obtained for Internal  Use" became  effective  January 1, 1999.  The SOP
     requires the  capitalization  of certain costs  incurred  after the date of
     adoption to develop or obtain software for internal use.  Software utilized
     by the Company is owned by AEFC and  capitalized by AEFC. As a result,  the
     new  rule  did not have a  material  impact  on the  Company's  results  of
     operations or financial condition.

     Effective January 1, 1999, the Company adopted AICPA SOP 97-3, "Accounting
     by Insurance  and Other  Enterprises  for  Insurance-Related  Assessments,"
     providing guidance for the timing of recognition of liabilities  related to
     guaranty fund assessments.  The Company had historically carried balance in
     other  liabilities  on  the  balance  sheet  for  potential  guaranty  fund
     assessment exposure.  Adoption of the SOP did not have a material impact on
     the Company's results of operations or financial condition.

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities,"  which is effective  January 1, 2001.
     This  Statement   establishes   accounting  and  reporting   standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities.  It requires that an entity
     recognize all  derivatives  as either assets or  liabilities in the balance
     sheet and measure  those  instruments  at fair value.  The  accounting  for
     changes in the fair value of a  derivative  depends on the  intended use of
     the derivative and the resulting designation. The ultimate financial effect
     of the new  rule  will be  measured  based on the  derivatives  in place at
     adoption and cannot be estimated at this time.

<PAGE>

2.   Investments

     Fair values of  investments  in fixed  maturities  represent  quoted market
     prices and estimated values when quoted prices are not available. Estimated
     values are  determined by  established  procedures  involving,  among other
     things,  review of market  indices,  price  levels of current  offerings of
     comparable issues, price estimates and market data from independent brokers
     and financial files.

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1999 are as follows:
<TABLE>
<S>                                             <C>              <C>              <C>             <C>

                                                                   Gross           Gross
                                                Amortized        Unrealized       Unrealized        Fair
    Held to maturity                             Cost              Gains           Losses           Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    7,514       $     23         $    431        $    7,106
    State and municipal obligations                  3,002             44               --             3,046
    Corporate bonds and obligations                816,826          5,966           23,311           799,482
    Mortgage-backed securities                     179,007            296            4,834           174,469
                                                ----------       --------         --------        ----------
                                                $1,006,349       $  6,329         $ 28,576        $  984,103
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,047   $         --         $     47        $    1,999
    State and municipal obligations                  2,250             --              190             2,060
    Corporate bonds and obligations              1,419,150          7,445           90,703         1,335,892
    Mortgage-backed securities                     988,352          1,929           25,746           964,536
                                                ------------     --------         --------        ----------
                                                $2,411,799       $  9,374         $116,686        $2,304,487
                                                ==========       ========         ========        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

                                                                   Gross           Gross
                                                 Amortized       Unrealized       Unrealized         Fair
    Held to maturity                               Cost            Gains           Losses            Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    8,652       $    423         $     --        $    9,075
    State and municipal obligations                  3,003            149               --             3,152
    Corporate bonds and obligations                877,140         48,822            6,670           919,292
    Mortgage-backed securities                     192,398          2,844               29           195,213
                                                ----------       --------         --------        ----------
                                                $1,081,193       $ 52,238         $  6,699        $1,126,732
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,062       $    116         $     --        $    2,178
    Corporate bonds and obligations              1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                   1,051,836         32,232               89         1,083,979
                                                ----------       --------         --------        ----------
                                                $2,526,712       $102,338          $34,192        $2,594,858
                                                ==========       ========          =======        ==========
</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1999 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                               Amortized            Fair
    Held to maturity                              Cost             Value

    Due in one year or less                    $    26,214        $   26,334
    Due from one to five years                     412,533           408,638
    Due from five to ten years                     331,187           320,146
    Due in more than ten years                      57,408            54,516
    Mortgage-backed securities                     179,007           174,469
                                             -------------     -------------
                                               $ 1,006,349        $  984,103
                                               ===========      ============

                                               Amortized            Fair
    Available for sale                            Cost             Value

    Due in one year or less                    $    46,937        $   47,236
    Due from one to five years                      75,233            73,525
    Due from five to ten years                   1,037,001           980,633
    Due in more than ten years                     264,276           238,557
    Mortgage-backed securities                     988,352           964,536
                                              ------------      ------------
                                                $2,411,799        $2,304,487

     During the years ended December 31, 1999, 1998 and 1997,  fixed  maturities
     classified  as held to maturity  were sold with  amortized  cost of $8,466,
     $31,117 and $29,561, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1999 with
     proceeds of  $469,126  and gross  realized  gains and losses of $10,374 and
     $4,147  respectively.  Fixed maturities available for sale were sold during
     1998 with proceeds of $48,492 and gross realized gains and losses of $2,835
     and $4,516,  respectively.  Fixed  maturities  available for sale were sold
     during 1997 with proceeds of $73,366 and gross realized gains and losses of
     $1,081 and $1,440, respectively.

     At December 31, 1999,  bonds carried at $3,277 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1999,  investments in fixed maturities comprised 81 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $486 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

           Rating                                    1999             1998
    ----------------------                       -----------       -----------
    Aaa/AAA                                       $1,168,144        $1,242,301
    Aa/AA                                             42,859            45,526
    Aa/A                                              52,416            60,019
    A/A                                              422,668           422,725
    A/BBB                                            189,072           228,656
    Baa/BBB                                          995,152         1,030,874
    Baa/BB                                            64,137            79,687
    Below investment grade                           483,700           498,117
                                                ------------      ------------
                                                  $3,418,148        $3,607,905

     At December  31, 1999,  approximately  94 percent of the  securities  rated
     Aaa/AAA were GNMA, FNMA and FHLMC mortgage-backed  securities.  No holdings
     of any other issuer were greater  than one percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1999,  approximately  19 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

                                               December 31, 1999                        December 31, 1998
                                         -------------------------------       --------------------------------
<S>                                      <C>                 <C>                 <C>                <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------   -----------         -----------        ----------          -----------
    South Atlantic                          $194,325         $        --          $198,552             $    651
    Middle Atlantic                          118,699                  --           129,284                  520
    East North Central                       126,243                  --           134,165                2,211
    Mountain                                 103,751                  --           113,581                   --
    West North Central                       125,891                 513           119,380                9,626
    New England                               43,345                 802            46,103                   --
    Pacific                                   41,396                  --            43,706                   --
    West South Central                        31,153                  --            32,086                   --
    East South Central                         7,100                  --             7,449                   --
                                         -----------        ------------       -----------         ------------
                                             791,903               1,315           824,306               13,008
    Less allowance for losses                  6,650                  --             8,500                   --
                                         -----------        ------------       -----------         ------------
                                            $785,253            $  1,315          $815,806              $13,008
                                            ========            ========          ========              =======

<PAGE>

2.   Investments (continued)
                                               December 31, 1999                       December 31, 1998
                                          ------------------------------         ------------------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
                                          ----------      --------------        ----------         ------------
    Department/retail stores                $232,449        $     1,315           $253,380            $     781
    Apartments                               181,346                 --            186,030                2,211
    Office buildings                         202,132                 --            206,285                9,496
    Industrial buildings                      83,186                 --             82,857                  520
    Hotels/Motels                             43,839                 --             45,552                   --
    Medical buildings                         32,284                 --             33,103                   --
    Nursing/retirement homes                   6,608                 --              6,731                   --
    Mixed Use                                 10,059                 --             10,368                   --
                                          ----------      --------------        ----------         ------------
                                             791,903              1,315            824,306               13,008
    Less allowance for losses                  6,650                 --              8,500                   --
                                         -----------      --------------       -----------         ------------
                                            $785,253         $    1,315           $815,806              $13,008
                                            ========         ==========           ========              =======
</TABLE>

     Mortgage  loan  fundings  are  restricted  by  state  insurance  regulatory
     authorities to 80 percent or less of the market value of the real estate at
     the time of  origination  of the  loan.  The  Company  holds  the  mortgage
     document,  which gives it the right to take  possession  of the property if
     the  borrower  fails to perform  according  to the terms of the  agreement.
     Commitments  to  purchase  mortgages  are made in the  ordinary  course  of
     business. The fair value of the mortgage commitments is $nil.

     At December 31, 1999, the Company's  recorded  investment in impaired loans
     was $5,200 with an allowance of $1,250. At December 31, 1998, the Company's
     recorded investment in impaired loans was $1,932 with an allowance of $500.
     During 1999 and 1998, the average recorded investment in impaired loans was
     $5,399 and $2,736, respectively.

     The Company  recognized  $136,  $251 and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1999,  1998 and 1997,
     respectively.

     The following table presents changes in the allowance for investment losses
related to all loans:
<TABLE>
<S>                                                <C>         <C>          <C>
                                                     1999        1998         1997
                                                     ----        ----         ----
    Balance, January 1                               $8,500      $3,718       $2,370
    Provision (reduction) for investment losses      (1,850)      4,782        1,805
    Loan payoffs                                         --          --         (457)
                                                     ------   ---------      -------
    Balance, December 31                             $6,650      $8,500       $3,718
                                                     ======      ======       ======

     Net  investment  income for the years ended  December 31 is  summarized  as
follows:

                                                     1999         1998        1997
                                                     -----        -----       ----
    Interest on fixed maturities                   $265,199    $285,260     $278,736
    Interest on mortgage loans                       63,721      65,351       55,085
    Interest on cash equivalents                        534         137          704
    Other                                            (1,755)     (2,493)       1,544
                                                   ---------- ----------   ----------
                                                    327,699     348,255      336,069
    Less investment expenses                          4,953       8,036        3,801
                                                   ---------  ----------   ----------
                                                   $322,746    $340,219     $332,268
                                                   ========    ========     ========
</TABLE>

<PAGE>

2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:
<TABLE>
<S>                                                <C>          <C>          <C>
                                                      1999        1998         1997
                                                      ----        ----         ----
    Fixed maturities                               $  6,534     $   863      $ 1,638
    Mortgage loans                                   (1,650)     (4,816)      (1,348)
    Other investments                                (1,819)       (835)        (799)
                                                   ---------   --------      -------
                                                   $  3,065     $(4,788)     $  (509)
                                                   =========    =======      =======

     Changes in net unrealized  appreciation  (depreciation)  of investments for
     the years ended December 31 are summarized as follows:

                                                      1999       1998         1997
                                                     -----        -----       ----
    Fixed maturities available for sale           $(175,458)    $(8,032)     $57,188

3.    Income taxes

     The Company  qualifies as a life  insurance  company for federal income tax
     purposes.  As such,  the Company is subject to the  Internal  Revenue  Code
     provisions applicable to life insurance companies.

     The income tax expense  (benefit) for the years ended December 31, consists
of the following:

                                                     1999         1998        1997
                                                     ----         ----        ----
    Federal income taxes:
      Current                                      $ 15,531    $ 23,227      $17,668
      Deferred                                          711      (9,591)      (2,485)
                                                   --------    --------      -------
                                                     16,242      13,636       15,183

    State income taxes-current                          433         759        1,462
                                                   --------    --------      -------
    Income tax expense                             $ 16,675    $ 14,395      $16,645
                                                   ========    ========      =======
</TABLE>

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>

                                                       1999                      1998                     1997
                                               ------------------       ------------------       ---------------------
                                               Provision    Rate        Provision    Rate        Provision       Rate
                                               ---------    -----       ---------    -----       ---------       -----
<S>                                            <C>          <C>           <C>        <C>          <C>           <C>
     Federal income taxes based
       on the statutory rate                    $17,731     35.0%         $13,972    35.0%        $15,735        35.0%
     Increases (decreases) are
      attributable to:
         Tax-excluded interest                      (14)      --              (35)   (0.1)            (41)       (0.1)
         State tax, net of federal benefit          281      0.5              493     1.2             956         2.1
         Reduction of mortgage loss
           reserve                               (1,225)    (2.4)              --       --             --          --
      Other, net                                    (98)    (0.2)             (35)       --            (5)         --
                                                 ------    -----         --------    ------          ----      ------
      Total income taxes                        $16,675     32.9 %        $14,395    36.1%        $16,645        37.0%
                                                =======     =====         =======    ====         =======        ====
</TABLE>

<PAGE>

3.   Income taxes (continued)

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities as of December 31 are as follows:

    Deferred income tax assets:                             1999          1998
                                                          -------       -------
    Policy reserves                                        $46,243      $51,298
    Unrealized losses on investments                        39,678           --
    Other                                                    1,070        2,214
                                                          --------     --------
         Total deferred income tax assets                   86,991       53,512
                                                          --------     --------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                       49,490       52,908
    Unrealized gains on investments                             --       23,803
                                                          --------     --------
         Total deferred income tax liabilities              49,490       76,711
                                                          --------     --------
         Net deferred income tax assets (liabilities)      $37,501     ($23,199)
                                                           =======     ========

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income tax assets that  management  believes  will not be
     realized. In the opinion of management, it is more likely than not that the
     Company  will  realize the benefit of the  deferred  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $58,223 and $45,716 as of December
     31,  1999 and  1998,  respectively.  In  addition,  dividends  in excess of
     $15,241 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
summarized as follows:

                                           1999           1998             1997
                                        ---------      ---------        -------
    Statutory net income                  $ 15,241       $ 37,902      $ 23,589
    Statutory stockholder's equity         343,094        330,588       302,264

5.   Related party transactions

     The Company has  purchased  interest  rate floors from IDS Life and entered
     into an interest rate swap with IDS Life to manage its exposure to interest
     rate risk.  The  interest  rate floors had a carrying  amount of $8,258 and
     $6,651 at December 31, 1999 and 1998, respectively.  The interest rate swap
     is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $38,931,  $28,482 and $24,535 for the
     years ended  December 31,  1999,  1998 and 1997,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is  established  by  reference  to  various
     indices plus 20 to 45 basis  points,  depending on the term.  There were no
     borrowings outstanding under this agreement at December 31, 1999 or 1998.

7.   Derivative financial instruments

     The  Company  enters  into  transactions   involving  derivative  financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company does not hold derivative instruments for
     trading   purposes.   The  Company  manages  risks  associated  with  these
     instruments as described below.

     Market risk is the possibility  that the value of the derivative  financial
     instruments  will  change due to  fluctuations  in a factor  from which the
     instrument  derives its value,  primarily an interest  rate. The Company is
     not impacted by market risk  related to  derivatives  held for  non-trading
     purposes beyond that inherent in cash market transactions.  Derivatives are
     largely  used to manage  risk  and,  therefore,  the cash  flow and  income
     effects of the  derivatives  are inverse to the  effects of the  underlying
     transactions.

     Credit risk is the possibility that the  counterparty  will not fulfill the
     terms  of the  contract.  The  Company  monitors  credit  risk  related  to
     derivative  financial  instruments through established approval procedures,
     including  setting  concentration  limits by  counterparty,  and  requiring
     collateral,   where   appropriate.   A  vast   majority  of  the  Company's
     counterparties are rated A or better by Moody's and Standard & Poor's.

     Credit  risk  related  to  interest  rate caps and  floors is  measured  by
     replacement cost of the contracts. The replacement cost represents the fair
     value of the instruments.

     The notional or contract  amount of a derivative  financial  instrument  is
     generally  used to calculate  the cash flows that are received or paid over
     the life of the agreement. Notional amounts are not recorded on the balance
     sheet. Notional amounts far exceed the related credit exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1999                        Amount            Amount            Value          Exposure
    -----------------                       --------         --------           ------        ------------
    <S>                                    <C>                <C>              <C>               <C>
      Assets:
    Interest rate caps                     $  900,000         $  3,212         $  4,437          $  4,437
        Interest rate floors                2,000,000            8,258            2,251             2,251
     Off balance sheet assets:
        Interest rate swaps                 2,000,000               --           18,274            18,274
                                                             ---------         --------          --------
                                                               $11,470          $24,962           $24,962
                                                               =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1998                        Amount            Amount            Value           Exposure
    -----------------                       --------         --------           ------        ------------
      Assets:
        Interest rate caps                 $  900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                1,000,000            6,651           17,798            17,798
      Off balance sheet liabilities:
        Interest rate swaps                 1,000,000               --          (33,500)               --
                                                             ---------        ----------         --------
                                                               $12,103        ($ 14,184)          $19,316
                                                               =======        ===========         =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2006.

     Interest  rate  caps,  floors  and swaps are used to manage  the  Company's
     exposure to interest rate risk.  These  instruments  are used  primarily to
     protect the margin between  interest  rates earned on  investments  and the
     interest rates credited to related annuity contract holders.

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                    1999                          1998
                                                         --------------------------      --------------------------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    ----------------                                     ----------       ---------      ----------      ----------
<S>                                                      <C>              <C>            <C>             <C>
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,006,349        $984,103      $1,081,193      $1,126,732
       Available for sale                                 2,304,487       2,304,487       2,594,858       2,594,858
    Mortgage loans on real estate (Note 2)                  785,253         770,095         815,806         874,064
    Derivative financial instruments (Note 7)                11,470          24,962          12,103          19,316
    Separate account assets (Note 1)                        220,994         220,994         123,185         123,185

    Financial Liabilities
    Future policy benefits for fixed annuities           $3,905,849      $3,778,945      $4,152,059      $4,000,789
    Separate account liabilities                            220,994         209,942         123,185         115,879
    Derivative financial instruments (Note 7)                    --              --              --          33,500
</TABLE>

     At December 31, 1999 and 1998, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $15,633 and $14,793,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1999
     and 1998.

<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1999 and 1998.

9.   Commitments and contingencies

     In January  2000,  AEFC  reached an  agreement in principle to settle three
     class-action  lawsuits. The Company had been named as a co-defendant in one
     of these lawsuits.  It is expected the settlement will provide $215 million
     of benefits to more than 2 million participants. The agreement in principle
     to settle also  provides for release by class  members of all insurance and
     annuity  market  conduct  claims  dating  back to 1985 and is  subject to a
     number  of  contingencies   including  a  definitive  agreement  and  court
     approval.  The portion of the  settlement  allocated to the Company did not
     have a material impact on the Company's  financial position or results from
     operations.

10. YEAR 2000 ISSUE (unaudited)

     The Year 2000 issue is the result of computer  programs having been written
     using two digits rather than four to define a year.  Any programs that have
     time-sensitive  software  may  recognize a date using "00" as the year 1900
     rather  than 2000.  This could  result in the  failure of major  systems or
     miscalculations,  which could have a material  impact on the  operations of
     the Company. All of the major systems used by the Company are maintained by
     AEFC and are utilized by multiple  subsidiaries and affiliates of AEFC. The
     Company's businesses are heavily dependent upon AEFC's computer systems and
     have significant interaction with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     including  those  specific to the  Company,  was  conducted to identify the
     major  systems  that could be affected  by the Year 2000 issue.  Steps were
     taken to resolve  potential  problems  including  modification  to existing
     software and the purchase of new  software.  As of December 31, 1999,  AEFC
     had completed its program of  corrective  measures on its internal  systems
     and applications,  including Year 2000 compliance  testing.  As of December
     31, 1999,  AEFC had also completed an evaluation of the Year 2000 readiness
     of other third  parties whose system  failures  could have an impact on the
     Company's operations.

     AEFC's Year 2000 project also included  establishing  Year 2000 contingency
     plans  for all key  business  units.  Business  continuation  plans,  which
     address business  continuation in the event of a system disruption,  are in
     place for all key business  units.  At December  31, 1999,  these plans had
     been amended to include specific Year 2000 considerations.

     In assessing its Year 2000 initiatives and the results of actual production
     since January 1, 2000, management believes no material adverse consequences
     were  experienced,  and  there  was no  material  effect  on the  Company's
     business,  results of operations, or financial condition as a result of the
     Year 2000 issue.



<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Performance Information.............................p.3

Calculating Annuity Payouts........................p.14

Rating Agencies....................................p.15

Principal Underwriter..............................p.16

Independent Auditors...............................p.16

Financial Statements

<PAGE>

Please check the appropriate box to receive a copy of the Statement of
Additional Information for:

[ ]  American Express Signature Variable Annuity(SM)

[ ]  American Express Variable Portfolio Funds

[ ]  AIM Variable Insurance Funds

[ ]  Alliance variable Products Series Fund

[ ]  Baron Capital Funds

[ ]  Fidelity Variable Insurance Products Funds - Service Class

[ ]  Franklin Templeton Variable Insurance Products Trust

[ ]  Goldman Sachs Variable Insurance Trust (VIT)

[ ]  Janus Aspen Series: Series Trust II

[ ]  J.P. Morgan Series Trust II

[ ]  Lazard Retirement Series, Inc.

[ ]  MFS(R) Variable Insurance Trust(SM)

[ ]  Putnam Variable Trust - Class IB shares

[ ]  Royce Capital Fund

[ ]  Third Avenue Variable Series Trust

[ ]  Third Avenue Variable Series Trust

[ ]  Wanger Advisors Trust

[ ]  Warburg Pincus Trust - Emerging Growth Portfolio


MAIL YOUR REQUEST TO:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

We will mail your request to:

Your name ___________________________________________________________________

Address _____________________________________________________________________

City ___________________________________State _________________Zip __________

<PAGE>

Prospectus

May 1, 2000

American Express Signature One Variable Annuity

Individual or group flexible premium deferred combination fixed/variable annuity

American Enterprise Variable Annuity Account

Issued by: American Enterprise Life Insurance Company (American Enterprise Life)
           829 AXP Financial Center
           Minneapolis, MN 55474
Telephone: 1-800-333-3437

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:
<TABLE>
<CAPTION>
<S>                                                               <C>
o  American Express(R) Variable Portfolio Funds                   o J. P. Morgan Series Trust II

o  AIM Variable Insurance Funds                                   o Lazard Retirement Series, Inc.

o  Alliance Variable Products Series Fund                         o MFS(R) Variable Insurance Trust(SM)

o  Baron Capital Funds                                            o Royce Capital Fund

o  Fidelity Variable Insurance Products - Service Class           o Third Avenue Variable Series Trust

o  Franklin Templeton Variable Insurance Products Trust (FTVIPT)  o Wanger Advisors Trust

o  Goldman Sachs Variable Insurance Trust (VIT)                   o Warburg Pincus Trust

o  Janus Aspen Series: Service Shares                             o Wells Fargo Variable Trust Funds
</TABLE>

Please read the prospectuses carefully and keep them for future reference.

The contract  provides for purchase  payment  credits which we may reverse up to
the maximum withdrawal charge under certain circumstances.  Expense charges from
contracts with purchase payment credits may be higher than charges for contracts
without  such  credits.  The  amount of the  credit  may be more than  offset by
additional fees and charges associated with the credit.

The  Securities  and Exchange  Commission  (SEC) has not approved or disapproved
these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.

An  investment  in  this  contract  is  not a  deposit  of a bank  or  financial
institution  and is not insured or guaranteed by the Federal  Deposit  Insurance
Corporation  or any other  government  agency.  An  investment  in this contract
involves investment risk including the possible loss of principal.

A  Statement  of  Additional  Information  (SAI),  dated  the same  date as this
prospectus,  is incorporated by reference into this prospectus. It is filed with
the SEC and is available without charge by contacting  American  Enterprise Life
at the telephone number above or by completing and sending the order form on the
last page of this  prospectus.  The table of  contents of the SAI is on the last
page of this prospectus.

<PAGE>

Table of Contents

Key Terms                                                             3

The Contract in Brief                                                 5

Expense Summary                                                       7

Condensed Financial Information (Unaudited)                          16

Financial Statements                                                 16

Performance Information                                              16

The Variable Account and the Funds                                   18

The Fixed Accounts                                                   24

Buying Your Contract                                                 27

Charges                                                              30

Valuing Your Investment                                              35

Making the Most of Your Contract                                     37

Withdrawals                                                          45

Changing Ownership                                                   45

Benefits in Case of Death                                            46

The Annuity Payout Period                                            50

Taxes                                                                52

Voting Rights                                                        55

Substitution of Investments                                          55

About the Service Providers                                          56

Additional Information About American Enterprise Life                57

Directors and Executive Officers                                     62

Experts                                                              63

American Enterprise Life Insurance Company Financial Information     64

Table of Contents of the Statement of Additional Information         80

<PAGE>

Key Terms

These terms can help you understand details about your contract.

Accumulation  unit -- A measure of the value of each  subaccount  before annuity
payouts begin.

Annuitant -- The person on whose life or life expectancy the annuity payouts are
based.

Annuity  payouts  -- An amount  paid at regular  intervals  under one of several
plans.

Beneficiary -- The person you designate to receive  annuity  benefits in case of
the  owner's or  annuitant's  death  while the  contract  is in force and before
annuity payouts begin.

Close of business -- When the New York Stock Exchange (NYSE) closes,  normally 4
p.m. Eastern time.

Contract -- An individual  deferred  annuity  contract or a certificate  showing
your  interest  under a group annuity  contract,  that permits you to accumulate
money for  retirement by making one or more purchase  payments.  It provides for
lifetime or other forms of payouts beginning at a specified time in the future.

Contract  value -- The  total  value  of your  contract  before  we  deduct  any
applicable charges.

Contract year -- A period of 12 months,  starting on the effective  date of your
contract and on each anniversary of the effective date.

Fixed  accounts  -- The  one-year  fixed  account is an account to which you may
allocate purchase  payments.  Amounts you allocate to this account earn interest
at rates that we  declare  periodically.  Guarantee  Period  Accounts  are fixed
accounts to which you may also allocate purchase  payments.  These accounts have
guaranteed  interest rates  declared for periods  ranging from two to ten years.
Withdrawals  from these  accounts  prior to the end of the term  specified  will
receive  a  Market  Value  Adjustment,  which  may  result  in a gain or loss of
principal.

Funds -- Mutual funds and/or  portfolios that are investment  options under your
contract,  each with a different  investment  objective.  You may allocate  your
purchase  payments into  subaccounts  investing in shares of any or all of these
funds.

Guarantee  Period -- The  number of years  that a  guaranteed  interest  rate is
credited.

Market Value Adjustment (MVA) -- A positive or negative  adjustment  assessed if
any portion of a Guarantee  Period Account is withdrawn or transferred  prior to
the end of its Guarantee Period.

<PAGE>

Owner (you, your) -- The person who controls the contract (decides on investment
allocations,  transfers,  payout options,  etc.).  Usually,  but not always, the
owner is also the annuitant.  The owner is responsible for taxes,  regardless of
whether he or she receives the contract's benefits.

Purchase  payment credits -- An addition we make to your contract value. We base
the  amount of the  credit on total net  payments  (total  payments  less  total
withdrawals). We apply the credit based on your current payment.

Qualified  annuity -- A contract  that you purchase to fund one of the following
tax-deferred  retirement plans that is subject to applicable federal law and any
rules of the plan itself:

o  Individual Retirement Annuities (IRAs) under Section 408(b) of the Internal
   Revenue Code of 1986, as amended (the Code)

o  Roth IRAs under Section 408A of the Code

o  Simplified Employee Pension (SEP) plans under Section 408(k) of the Code

A qualified annuity will not provide any necessary or additional tax deferral if
it is used to fund a retirement plan that is already tax-deferred.

All other contracts are considered nonqualified annuities.

Retirement date -- The date when annuity payouts are scheduled to begin.

Valuation date -- Any normal business day, Monday through Friday,  that the NYSE
is open.  Each  valuation  date ends at the close of business.  We calculate the
value of each subaccount at the close of business on each valuation date.

Variable  account -- Consists of separate  subaccounts to which you may allocate
purchase  payments;  each  invests  in  shares  of one  fund.  The value of your
investment in each  subaccount  changes with the  performance  of the particular
fund.

Withdrawal  value -- The amount you are  entitled  to receive if you make a full
withdrawal  from your  contract.  It is the contract  value minus any applicable
charges.

<PAGE>

The Contract in Brief

Purpose:  The purpose of the  contract is to allow you to  accumulate  money for
retirement.  You do  this  by  making  one or more  purchase  payments;  you may
allocate your purchase  payments to the fixed accounts and/or  subaccounts under
the contract.  These accounts, in turn, may earn returns that increase the value
of the  contract.  Beginning  at a  specified  time  in the  future  called  the
retirement  date,  the contract  provides  lifetime or other forms of payouts of
your contract value (less any  applicable  premium tax). As in the case of other
annuities,  it may not be  advantageous  for you to purchase  this contract as a
replacement for, in addition to an existing contract.

A qualified annuity will not provide any necessary or additional tax deferral if
it is used to fund a retirement plan that is tax-deferred. However, the contract
has features other than tax deferral that may make it an appropriate  investment
for your retirement plan. You should compare these features and their costs with
other investment options before deciding to purchase this contract.

Free look  period:  You may return your  contract  to our office  within 10 days
after it is delivered  to you and receive a full refund of the  contract  value,
less any purchase  payment credits up to the maximum  withdrawal  charges.  (See
"Buying  Your  Contract -- Purchase  payment  credits.")  However,  you bear the
investment  risk from the time of purchase  until you return the  contract;  the
refund amount may be more or less than the payment you made. (Exception:  If the
law requires, we will refund all of your purchase payments.)

Accounts:  Currently,  you may allocate your purchase  payments among any or all
of:

o    the  subaccounts,  each  of  which  invests  in a fund  with  a  particular
     investment  objective.  The  value  of  each  subaccount  varies  with  the
     performance of the particular fund in which it invests. We cannot guarantee
     that the  value at the  retirement  date  will  equal or  exceed  the total
     purchase payments you allocate to the subaccounts. (p. 18)

o    the  fixed   accounts,   which  earn  interest  at  rates  that  we  adjust
     periodically. Some states restrict the amount you can allocate to the fixed
     accounts. (p. 24)

Buying your  contract:  Your sales  representative  will help you  complete  and
submit an application. Applications are subject to acceptance at our office. You
may buy a  nonqualified  annuity or a  qualified  annuity.  After  your  initial
purchase payment,  you have the option of making additional purchase payments in
the future. (p. 27)

o    Minimum initial purchase  payment  (including  Systematic  Investment Plans
     (SIPs)) -- $25,000.

o    Minimum additional purchase payment -- $100 ($50 for (SIPs)).

o    Maximum total purchase payments
     (without prior approval) -- $1,000,000 for issue ages up to 85
                                 $100,000 for issue ages 86 to 90.

Transfers:  Subject to certain  restrictions you currently may redistribute your
money among the  subaccounts  and the fixed accounts  without charge at any time
until annuity  payouts begin,  and once per contract year among the  subaccounts
after annuity  payouts  begin.  Transfers out of the Guarantee  Period  Accounts
before  the end of the  Guarantee  Period  will  be  subject  to a MVA.  You may
establish  automated  transfers among the fixed accounts and subaccounts.  Fixed
account transfers are subject to special restrictions. (p. 38)

<PAGE>

Withdrawals:  You may  withdraw all or part of your  contract  value at any time
before  the  retirement   date.  You  also  may  establish   automated   partial
withdrawals.  Withdrawals may be subject to charges and tax penalties (including
a 10% IRS penalty if you make withdrawals  prior to your reaching age 591/2) and
may have other tax consequences; also, certain restrictions apply. (p. 45)

Changing  ownership:  You may  change  ownership  of a  nonqualified  annuity by
written  instruction,  but  this  may  have  federal  income  tax  consequences.
Restrictions apply to changing ownership of a qualified annuity. (p. 45)

Benefits in case of death:  If you or the annuitant die before  annuity  payouts
begin,  we will pay the  beneficiary  an amount at least  equal to the  contract
value. (p. 46)

Annuity  payouts:  You can apply your contract  value to an annuity  payout plan
that begins on the  retirement  date.  You may choose from a variety of plans to
make  sure  that  payouts  continue  as long as you  like.  If you  purchased  a
qualified  annuity,  the  payout  schedule  must  meet the  requirements  of the
qualified plan. We can make payouts on a fixed or variable basis, or both. Total
monthly  payouts may include amounts from each subaccount and the one-year fixed
account.  During the annuity payout period,  your choices for subaccounts may be
limited.  The  Guarantee  Period  Accounts are not  available  during the payout
period. (p. 50)

Taxes:  Generally,  your contract grows  tax-deferred until you make withdrawals
from it or begin to receive payouts.  (Under certain circumstances,  IRS penalty
taxes may apply.) Even if you direct  payouts to someone else, you will be taxed
on the  income  if you are the  owner.  Roth  IRAs,  however,  may  grow  and be
distributed tax free if you meet certain distribution requirements. (p. 52)

Charges: We assess certain charges in connection with your contract (p. 30):

o    $40 annual contract administrative charge;

o    a 0.15% variable account administrative charge;

o    a 1.45%  mortality  and expense risk fee (if you  allocate  money to one or
     more subaccounts);

o    if you select Option B - the Value option return of purchase  payment death
     benefit*  rider, a reduction of 0.10% in the mortality and expense risk fee
     (if you allocate money to one or more subaccounts);

o    if you select the Guaranteed  Minimum Income Benefit Rider (6% Accumulation
     Benefit  Base)**,  an  annual  fee  based  on an  adjusted  contract  value
     (currently at 0.35%);

o    if you select the 8% Performance Credit Rider**,  an annual fee of 0.25% of
     the contract anniversary contract value;

o    withdrawal charge;

o    any premium  taxes that may be imposed on us by state or local  governments
     (currently,  we deduct  any  applicable  premium  tax when you make a total
     withdrawal  or when  annuity  payouts  begin,  but we reserve  the right to
     deduct  this tax at other times such as when you make  purchase  payments);
     and

o    the operating expenses of the funds in which the subaccounts invest.

* Available  if both you and the  annuitant  are age 79 or  younger.  May not be
available in all states.

**You  may  select  either  the  Guaranteed  Minimum  Income  Benefit  Rider (6%
Accumulation  Benefit Base) or the 8%  Performance  Credit Rider,  but not both.
Riders may not be available in all states. The Guaranteed Minimum Income Benefit
Rider (6%  Accumulation  Benefit Base) is only available to annuitants age 75 or
younger.

<PAGE>

Expense Summary

The purpose of the following  information  is to help you understand the various
costs and expenses associated with your contract.

You pay no sales charge when you purchase your contract.  We show all costs that
we deduct  directly from your contract or indirectly  from the  subaccounts  and
funds below.  Some expenses may vary as we explain under  "Charges."  Please see
the funds'  prospectuses for more information on the operating  expenses of each
fund.

CONTRACT OWNER EXPENSES

Withdrawal charge:  contingent deferred sales charge as a percentage of purchase
payment withdrawn.

   Years from purchase                            Withdrawal charge

     payment receipt                                 percentage

            1                                             8%

            2                                             8

            3                                             8

            4                                             8

            5                                             7

            6                                             6

            7                                             6

            8                                             4

            9                                             2

       Thereafter                                         0

Withdrawal charge under Annuity Payout Plan E -- Payouts for a specified period:
The amount equal to the  difference in the present  value of remaining  payments
using the  assumed  investment  rate and such  present  value  using the assumed
investment rate plus 1.86%.  In no event would your withdrawal  charge exceed 9%
of the amount available for payouts under the plan.

Annual contract administrative charge                                       $40*

*We will waive this charge when your  contract  value is $100,000 or more on the
current contract anniversary

Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) fee:**
as a percentage of an adjusted contract value charged annually.
This is an optional expense.                                               0.35%

8% Performance Credit Rider fee:**
as a percentage of the contract value at contract anniversary
charged annually. This is an optional expense.                             0.25%

**You  may  select  either  the  Guaranteed  Minimum  Income  Benefit  Rider (6%
Accumulation  Benefit Base) or the 8%  Performance  Credit Rider,  but not both.
Riders may not be available in all states. The Guaranteed Minimum Income Benefit
Rider (6%  Accumulation  Benefit Base) is only available to annuitants age 75 or
younger.

<PAGE>

ANNUAL VARIABLE ACCOUNT EXPENSES (as a percentage of average subaccount value)

You can choose the death benefit guarantee provided.
<TABLE>
<CAPTION>

                                                                                     Death Benefit

                                                                  Option A -- Maximum              Option B -- Value
                                                                  anniversary value or             option return of
                                                                 Option C-- 5% Accumulation        purchase payment*
  <S>                                                                  <C>                            <C>


   Variable account administrative charge                               0.15%                           0.15%

   Mortality and expense risk fee                                       1.45%                           1.35%

   Total annual variable account expenses                               1.60%                           1.50%

* Available if both you and the annuitant are age 79 or younger. May not be available in all states.

</TABLE>

<PAGE>


Annual  operating  expenses  of the funds  (after  fee  waivers  and/or  expense
reimbursements, if applicable, as a percentage of average daily net assets)

<TABLE>
<CAPTION>

                                                                          Management         12b-1         Other
                                                                             Fees            Fees        Expenses    Total
<S>                                                                          <C>             <C>           <C>         <C>

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                                                  .56%            .13           .26         .95%(1)

   Bond Fund                                                                 .60%            .13           .08         .81%(2)

   Capital Resource Fund                                                     .60%            .13           .06         .79%(2)

   Cash Management Fund                                                      .51%            .13           .05         .69%(2)

   Diversified Equity Income Fund                                            .56%            .13           .26         .95%(1)

   Extra Income Fund                                                         .62%            .13           .08         .83%(2)

   Federal Income Fund                                                       .61%            .13           .14         .88%(1)

   Growth Fund                                                               .63%            .13           .19         .95%(1)

   Managed Fund                                                              .59%            .13           .04         .76%(2)

   New Dimensions Fund(R)                                                    .61%            .13           .07         .81%(2)

   Small Cap Advantage Fund                                                  .79%            .13           .31        1.23%(1)

AIM V.I.

   Capital Appreciation Fund                                                 .62%             --           .11         .73%(3)

   Capital Development Fund                                                   --%             --          1.23        1.23%(3,4)

   Value Fund                                                                .61%             --           .15         .76%(3)

Alliance VP

   Premier Growth Portfolio (Class B)                                       1.00%            .25           .04        1.29%(5)

   Technology Portfolio (Class B)                                            .71%            .25           .24        1.20%(5)

   U.S. Government/High Grade Securities Portfolio (Class B)                 .60%            .25           .30        1.15%(5)

Baron Funds

   Baron Capital Asset Fund                                                 1.00%            .25           .25        1.50%(6)

Fidelity VIP

   III Growth & Income Portfolio (Service Class)                             .48%            .10           .12         .70%(7)

   III Mid Cap Portfolio (Service Class)                                     .57%            .10           .40        1.07%(8)

   Overseas Portfolio (Service Class)                                        .73%            .10           .18        1.01%(7)

FTVIPT

   Franklin Real Estate Fund - Class 2                                       .56%            .25           .02         .83%(9)

   Mutual Shares Securities Fund - Class 2                                   .60%            .25           .19        1.04%(10)

   Templeton International Smaller Companies Fund - Class 2                  .85%            .25           .26        1.36%(11)

Goldman Sachs VIT

   Capital Growth Fund                                                       .75%             --           .25        1.00%(12)

   CORE(SM) U.S. Equity Fund                                                 .70%             --           .20         .90%(12)

   Global Income Fund                                                        .90%             --           .25        1.15%(12)

   International Equity Fund                                                1.00%             --           .35        1.35%(12)

   Internet Tollkeeper Fund                                                 1.00%             --           .25        1.25%(13)

Janus Aspen Series

   Aggressive Growth Portfolio: Service Shares                               .65%            .25           .02         .92%(14)

   Global Technology Portfolio : Service Shares                              .65%            .25           .13        1.03%(14)

   Growth Portfolio: Service Shares                                          .65%            .25           .02         .92%(14)

   International Growth Portfolio: Service Shares                            .65%            .25           .11        1.01%(14)

J.P. Morgan

   U.S. Disciplined Equity Portfolio                                         .35%             --           .50         .85%(15)

Lazard Retirement Series

   Equity Portfolio                                                          .75%            .25           .25        1.25%(16)

   International Equity Portfolio                                            .75%            .25           .25        1.25%(16)

<PAGE>

Annual  operating  expenses  of the funds  (after  fee  waivers  and/or  expense
reimbursements, if applicable, as a percentage of average daily net assets)

                                                                          Management         12b-1         Other
                                                                             Fees            Fees        Expenses    Total

MFS(R)

   New Discovery Series                                                      .90%             --           .17        1.07%(17,18)

   Research Series                                                           .75%             --           .11         .86%(17)

   Utilities Series                                                          .75%             --           .16         .91%(17)

Royce

   Micro-Cap Portfolio                                                      1.25%             --           .10        1.35%(19)

   Premier Portfolio                                                        1.00%             --           .35        1.35%(19)

Third Avenue

   Value Portfolio                                                           .90%             --           .40        1.30%(20)

Wanger

   International Small Cap                                                  1.25%             --           .24        1.49%(21)

   U.S. Small Cap                                                            .95%             --           .07        1.02%(21)

Warburg Pincus Trust -

   Emerging Growth Portfolio                                                  --%             --             1.40     1.40% (22)

Wells Fargo VT

   Equity Income Fund                                                        .38%            .25           .37        1.00%(23)

</TABLE>

<PAGE>

1    Based on estimated  expenses after fee waivers and expense  reimbursements.
     Without fee waivers and expense reimbursements "Other Expenses" and "Total"
     would  be:  0.39%  and 1.08% for  AXP(SM)  Variable  Portfolio  - Blue Chip
     Advantage and AXP(SM) Variable Portfolio - Diversified Equity Income Funds,
     0.26% and 1.00% for AXP(SM) Variable Portfolio - Federal Income Fund, 0.32%
     and 1.08% for AXP(SM) Variable Portfolio - Growth Fund, and 0.43% and 1.35%
     for AXP(SM) Variable Portfolio - Small Cap Advantage Fund.

2    The fund's expense figures are based on actual expenses for the fiscal year
     ended Aug. 31, 1999  restated to include a Rule 12b-1  distribution  fee of
     0.125% that went into effect Sept. 21, 1999.

3    Figures in  "Management  Fees,"  "Other  Expenses" and "Total" are based on
     actual expenses for the fiscal year ended Dec. 31, 1999.

4    Had there been no fee  waivers or expense  reimbursements,  expenses  would
     have been: 0.75%, 0.00%, 2.67% and 3.42%, respectively.

5    Figures in "Management Fee," "12b-1 Fees," "Other Expenses" and "Total" are
     based on actual expenses for the fiscal period ended Dec. 31, 1999.  Absent
     fee waivers and expense  reimbursements  "Management  Fees",  "12b-1 Fees",
     "Other Expenses" and "Total" would be,  respectively,  1.00%,  0.25%, 0.27%
     and 1.52% for Alliance Technology Portfolio.

6    The  adviser  is  contractually  obligated  to reduce its fee to the extent
     required to limit Baron  Capital Asset Fund's total  operating  expenses to
     1.50% for the first $250 million of assets in the Fund,  1.35% for the Fund
     assets over $250 million and 1.25% for Fund assets over $500 million.  With
     the expense  limitations,  total  operating  expenses  for the Fund for the
     period Jan. 1, 1999 through Dec. 31, 1999 would have been and 1.88%.

7    A portion of the brokerage  commissions  that certain funds pay was used to
     reduce fund expenses. In addition, through arrangements with certain funds'
     custodians,  credits  realized as a result of uninvested cash balances were
     used to reduce a portion of each  applicable  funds'  expenses.  With these
     reductions, "Other Expenses," and "Total" presented in the table would have
     been 0.11% and 0.69% for Growth & Income  Portfolio and 0.15% and 0.98% for
     Overseas Portfolio.

8    FMR agreed to reimburse a portion of Mid Cap  Portfolio's  expenses  during
     the period.  Without this  reimbursement,  the Portfolio's  management fee,
     distribution & service fee (12b-1), other expenses and total expenses would
     have been 0.57%, 0.10%, 2.74% and 3.41% respectively.

9    Previously  Franklin Real Estate  Securities Fund. The fund  administration
     fee is paid  indirectly  through the  management  fee.  The fund's  Class 2
     distribution  plan  or  "Rule  12b-1  plan"  is  described  in  the  fund's
     prospectus.

10   On Feb. 8, 2000, a merger and reorganization was approved that combined the
     fund  with a similar  fund of  Templeton  Variable  Products  Series  Fund,
     effective May 1, 2000.  The table shows total  expenses based on the fund's
     assets  as of  Dec.31,  1999,  and not the  assets  of the  combined  fund.
     However,  if the table reflected combined assets, the fund's expenses after
     May 1, 2000 would be estimated  as:"Management  Fees"  0.60%,  "12b-1 Fees"
     0.25%,  "Other  Expenses"  0.19%,  and "Total"  1.04%.  The fund's  Class 2
     distribution  plan  or  "Rule  12b-1  plan"  is  described  in  the  fund's
     prospectus.  The fund's Class 2 distribution  plan or "Rule 12-b-1 plan" is
     described in the fund's prospectus.

11   The funds' Class 2  distribution  plan or "Rule 12b-1 plan" is described in
     the fund's prospectus.

12   The fund's  expenses  are based on  estimated  expenses for the fiscal year
     ended Dec. 31, 2000. Goldman Sachs Asset Management and Goldman Sachs Asset
     Management International,  the investment advisers, have voluntarily agreed
     to reduce or limit  certain  other  expenses  (excluding  management  fees,
     taxes,  interest,  brokerage  fee,  litigation,  indemnification  and other
     extraordinary  expenses) to the extent such expenses  exceed the percentage
     stated  in the  above  table  (as  calculated  per  annum)  of each  fund's
     respective  average  daily net assets.  Without the  limitations  described
     above, "Other expenses" and "Total" of the funds would be as follows: 0.94%
     and 1.69% for Capital Growth Fund,  1.78% and 2.68% for Global Income Fund,
     0.77% and  1.77% for  International  Equity  Fund,  and 0.20% and 0.90% for
     CORE(sm) U.S. Equity Fund.  CORE(SM) is a service mark of Goldman,  Sachs &
     Co.

13   Based  on  projected  assets  of $150  million,  there  will be no  expense
     reimbursement.

14   Expenses are based on the estimated  expenses  that the new Service  Shares
     Class of each  portfolio  expects to incur in its initial  fiscal year. All
     expenses are shown without the effect of expenses offset arrangements.

15   Fees are stated net of waivers  and/or  reimbursements.  Absent fee waivers
     and/or  reimbursements,  the  Management  Fee,  Other  Expenses  and  Total
     Expenses  as a  percentage  of  average  net assets  for J.P.  Morgan  U.S.
     Disciplined Equity Portfolio would be (0.35%,  1.08% and 1.43%).  Effective
     July 1, 1999 current expenses were lowered to 0.85%.

16   Effective  May 1, 1999,  the  investment  adviser  agreed to waive its fees
     and/or  reimburse  the Funds through Dec. 31, 2000 to the extent that total
     Fund expenses exceed 1.25% for Equity and 1.25% for International Equity of
     the Funds' average net assets.  Absent fee waivers  and/or  reimbursements,
     "Other  Expenses"  and "Total  Expenses"  for the year ended Dec.  31, 1999
     would  have been  4.63% and 5.63% for  Equity,  and  11.94%  and 12.94% for
     International Equity.

17   Each series has an expense  offset  arrangement  which  reduces the series'
     custodian fees based upon the amount of cash  maintained by the series with
     its custodian  and dividend  disbursing  agent.  Each series may enter into
     other such arrangements and directed  brokerage  arrangements,  which would
     also have the effect of reducing the series' expenses.  "Other Expenses" do
     not take into account these expense  reductions,  and are therefore  higher
     than the actual expenses of the series. Had these fee reductions been taken
     into account,  "Net  Expenses"  would be lower for certain series and would
     equal: 1.05% for New Discovery Series, 0.85% for Research Series, and 0.90%
     for Utilities Series.

18   MFS has contractually  agreed,  subject to reimbursement,  to bear expenses
     for these series such that each such series' "Other Expenses" (after taking
     into account the expense offset arrangement described above), do not exceed
     the  following  percentages  of the average  daily net assets of the series
     during the current fiscal year 0.15% for the new Discovery Series.  Without
     this  agreement,  "Other"  and "Total  Expenses"  would have been 1.59% and
     2.49%.  These contractual fee arrangements will continue until at least May
     1, 2001,  unless  changed  with the consent of the board of trustees  which
     oversees the series.

19   Royce has contractually  agreed to waive its fees and reimburse expenses to
     the extent  necessary  to maintain the Funds Net Annual  Operating  Expense
     ratio at or below 1.35%  through Dec.  31, 1999 and 1.99%  through Dec. 31,
     2008.  Absent fee waivers  "Other  Expenses" and "Total" would be 0.99% and
     2.24% for Royce  Micro-Cap  Portfolio and 4.63% and 5.63% for Royce Premier
     Portfolio.

20   These  expenses  reflect   reimbursements  by  the  Adviser.   The  Adviser
     reimbursed  the Fund for all  expenses  incurred  by the Fund in  excess of
     1.30% of Fund  assets.  The Fund will repay the  Adviser  the amount of its
     reimbursement  for up to three years  following  the  reimbursement  to the
     extent Fund expenses drop below 1.30%.  The Adviser  expects to continue to
     reimburse the Fund for these expenses for the  foreseeable  future.  Either
     the Fund or the Advisor can terminate this arrangement at any time. Without
     this reimbursement, the Fund's "Other Expenses" and "Total" would have been
     2.05% and 2.95%.  Other  expenses  are based on  estimated  amounts for the
     current fiscal year.

21   Actual operating expenses of funds at Dec. 31, 1999.

22   Expense  ratios are shown after fee waivers and expense  reimbursements  by
     the  investment  advisor.  The total  expense  ratio  before the waiver and
     reimbursement  would have been 11.16% for Emerging Growth  Portfolio of the
     Warburg Pincus Trust.

23   Amounts  represent  expenses as of Dec. 31, 1999 and have been adjusted for
     changes in contract  rates that  occurred  during 1999.  Expenses are shown
     after  fee  waivers  and   expense   reimbursements.   Absent  fee  waivers
     "Management  Fees" and  "Total"  would  have been 0.55% and 1.17% for Wells
     Fargo VT Equity Income.

<PAGE>

Examples: *

You would pay the following  expenses on a $1,000 investment if you selected the
value option  return of purchase  payment  death benefit rider and assuming a 5%
annual return and....

<TABLE>
<CAPTION>
                                                                                                      no withdrawal or selection
                                                              a total withdrawal at the            of an annuity payout plan at the
                                                               end of each time period                  end of each time period

                                                              1 year           3 years                 1 year           3 years
<S>                                                           <C>              <C>                     <C>               <C>
AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                                   $106.14          $160.30                 $26.14            $80.30

   Bond Fund                                                   104.70           156.00                  24.70             76.00

   Capital Resource Fund                                       104.50           155.38                  24.50             75.38

   Cash Management Fund                                        103.47           152.30                  23.47             72.30

   Diversified Equity Income Fund                              106.14           160.30                  26.14             80.30

   Extra Income Fund                                           104.91           156.61                  24.91             76.61

   Federal Income Fund                                         105.42           158.15                  25.42             78.15

   Growth Fund                                                 106.14           160.30                  26.14             80.30

   Managed Fund                                                104.19           154.46                  24.19             74.46

   New Dimensions Fund(R)                                      104.70           156.00                  24.70             76.00

   Small Cap Advantage Fund                                    109.01           168.86                  29.01             88.86

AIM V.I.

   Capital Appreciation Fund                                   103.88           153.54                  23.88             73.54

   Capital Development Fund                                    109.01           168.86                  29.01             88.86

   Value Fund                                                  104.19           154.46                  24.19             74.46

Alliance VP

   Premier Growth Portfolio (Class B)                          109.62           170.69                  29.62             90.69

   Technology Portfolio (Class B)                              108.70           167.95                  28.70             87.95

   U.S. Government/High Grade Securities Portfolio (Class B)   108.19           166.42                  28.19             86.42

Baron Funds

   Baron Capital Asset Fund                                    111.78           177.07                  31.78             97.07

Fidelity VIP

   III Growth & Income Portfolio (Service Class)               103.58           152.61                  23.58             72.61

   III Mid Cap Portfolio (Service Class)                       107.37           163.97                  27.37             83.97

   Overseas Portfolio (Service Class)                          106.75           162.41                  26.75             82.14

FTVIPT

   Franklin Real Estate Fund - Class 2                         104.91           156.61                  24.91             76.61

   Mutual Shares Securities Fund - Class 2                     107.06           163.06                  27.06             83.06

   Templeton International Smaller Companies Fund - Class 2    110.34           172.82                  30.34             92.82

Goldman Sachs VIT

   Capital Growth Fund                                         106.65           161.83                  26.65             81.83

   CORE(SM) U.S. Equity Fund                                   105.63           158.76                  25.63             78.76

   Global Income Fund                                          108.19           166.42                  28.19             86.42

   International Equity Fund                                   110.24           172.52                  30.24             92.52

   Internet Tollkeeper Fund                                    109.21           169.47                  29.21             89.47

Janus Aspen Series

   Aggressive Growth Portfolio: Service Shares                $105.83          $159.38                 $25.83            $79.38

   Global Technology Portfolio:Service Shares                  106.96           162.75                  26.96             82.75

   Growth Portfolio: Service Shares                            105.83           159.38                  25.83             79.38

   International Growth Portfolio: Service Shares              106.75           162.14                  26.75             82.14

<PAGE>

You would pay the following  expenses on a $1,000 investment if you selected the
value option  return of purchase  payment  death benefit rider and assuming a 5%
annual return and....

                                                                                                      no withdrawal or selection
                                                              a total withdrawal at the            of an annuity payout plan at the
                                                               end of each time period                  end of each time period

                                                              1 year           3 years                 1 year           3 years

 J.P. Morgan

   U.S. Disciplined Equity Portfolio                           105.11           157.23                  25.11             77.23

Lazard Retirement Series

   Equity Portfolio                                            109.21           169.47                  29.21             89.47

   International Equity Portfolio                              109.21           169.47                  29.21             89.47

MFS(R)

   New Discovery Series                                        107.37           163.97                  27.37             83.97

   Research Series                                             105.22           157.54                  25.22             77.54

   Utilities Series                                            105.73           159.07                  25.73             79.07

Royce

   Micro-Cap Portfolio                                         110.24           172.52                  30.24             92.52

   Premier Portfolio                                           110.24           172.52                  30.24             92.52

Third Avenue

   Value Portfolio                                             109.73           171.00                  29.73             91.00

Wanger

   International Small Cap                                     111.67           176.77                  31.67             96.77

   U.S. Small Cap                                              106.86           162.44                  26.86             82.44

Warburg Pincus Trust -

   Emerging Growth Portfolio                                   110.75           174.04                  30.75             94.04

Wells Fargo VT

   Equity Income Fund                                          106.65           161.83                  26.65             81.83

<PAGE>

You would pay the following  expenses on a $1,000 investment if you selected the
0.35% Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) and
assuming a 5% annual return and....

                                                                                                      no withdrawal or selection
                                                              a total withdrawal at the            of an annuity payout plan at the
                                                               end of each time period                  end of each time period

                                                              1 year           3 years                 1 year           3 years

AXP(SM) Variable Portfolio -

   Blue Chip Advantage Fund                                   $110.75          $174.04                 $30.75            $94.04

   Bond Fund                                                   109.32           169.78                  29.32             89.78

   Capital Resource Fund                                       109.11           169.17                  29.11             89.17

   Cash Management Fund                                        108.09           166.11                  28.09             86.11

   Diversified Equity Income Fund                              110.75           174.04                  30.75             94.04

   Extra Income Fund                                           109.52           170.39                  29.52             90.39

   Federal Income Fund                                         110.03           171.91                  30.03             91.91

   Growth Fund                                                 110.75           174.04                  30.75             94.04

   Managed Fund                                                108.80           168.25                  28.80             88.25

   New Dimensions Fund(R)                                      109.32           169.78                  29.32             89.78

   Small Cap Advantage Fund                                    113.62           182.52                  33.62            102.52

AIM V.I.

   Capital Appreciation Fund                                   108.50           167.34                  28.50             87.34

   Capital Development Fund                                    113.62           182.52                  33.62            102.52

   Value Fund                                                  108.80           168.25                  28.80             88.25

Alliance VP

   Premier Growth Portfolio (Class B)                          114.24           184.33                  34.24            104.33

   Technology Portfolio (Class B)                              113.31           181.61                  33.31            101.61

   U.S. Government/High Grade Securities Portfolio (Class B)   112.80           180.10                  32.80            100.10

Baron Funds

   Baron Capital Asset Fund                                    116.39           190.66                  36.39            110.66

Fidelity VIP

   III Growth & Income Portfolio (Service Class)               108.19           166.42                  28.19             86.42

   III Mid Cap Portfolio (Service Class)                       111.98           177.68                  31.98             97.68

   Overseas Portfolio (Service Class)                          111.37           175.86                  31.37             94.86

FTVIPT

   Franklin Real Estate Fund - Class 2                         109.52           170.39                  29.52             90.39

   Mutual Shares Securities Fund - Class 2                     111.67           176.77                  31.67             96.77

   Templeton International Smaller Companies Fund - Class 2    114.95           186.44                  34.95            106.44

Goldman Sachs VIT

   Capital Growth Fund                                         111.26           175.56                  31.26             95.56

   CORE(SM) U.S. Equity Fund                                   110.24           172.52                  30.24             92.52

   Global Income Fund                                          112.80           180.10                  32.80            100.10

   International Equity Fund                                   114.85           186.14                  34.85            106.14

   Internet Tollkeeper Fund                                    113.83           183.13                  33.83            103.13

Janus Aspen Series

   Aggressive Growth Portfolio: Service Shares                 110.44           173.13                  30.44             93.13

   Global Technology Portfolio: Service Shares                 111.57           176.47                  31.57             96.47

   Growth Portfolio: Service Shares                            110.44           173.13                  30.44             93.13

   International Growth Portfolio: Service Shares              111.37           175.86                  31.37             95.86

<PAGE>

You would pay the following  expenses on a $1,000 investment if you selected the
0.35% Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) and
assuming a 5% annual return and....

                                                                                                      no withdrawal or selection
                                                              a total withdrawal at the            of an annuity payout plan at the
                                                               end of each time period                  end of each time period

                                                              1 year           3 years                 1 year           3 years

J.P. Morgan

   U.S. Disciplined Equity Portfolio                           109.73           171.00                  29.73             91.00

Lazard Retirement Series

   Equity Portfolio                                            113.83           183.13                  33.83            103.13

   International Equity Portfolio                              113.83           183.13                  33.83            103.13

MFS(R)

   New Discovery Series                                        111.98           177.68                  31.98             97.68

   Research Series                                             109.83           171.30                  29.83             91.30

   Utilities Series                                            110.34           172.82                  30.34             92.82

Royce

   Micro-Cap Portfolio                                         114.85           186.14                  34.85            106.14

   Premier Portfolio                                           114.85           186.14                  34.85            106.14

Third Avenue

   Value Portfolio                                             114.34           184.63                  34.34            104.63

Wanger

   International Small Cap                                     116.29           190.35                  36.29            110.35

   U.S. Small Cap                                              111.47           176.16                  31.47             96.16

Warburg Pincus Trust -

   Emerging Growth Portfolio                                   115.36           187.65                  35.36            107.65

Wells Fargo VT

   Equity Income Fund                                          111.26           175.56                  31.26             95.56
</TABLE>

* In these examples, the $40 contract administrative charge is approximated as a
0.100%  charge based on our  estimated  average  contract  size.  Premium  taxes
imposed by some state and local governments are not reflected in these examples.
We entered  into  certain  arrangements  under which we are  compensated  by the
funds' advisors and/or  distributors for the administrative  services we provide
to the funds.

You should not  consider  these  examples as  representations  of past or future
expenses. Actual expenses may be more or less than those shown.

<PAGE>

Condensed Financial Information (Unaudited)

We have not provided any condensed  financial  information  for the  subaccounts
because they are new and do not have any history.

Financial Statements

You can find our audited financial statements later in this prospectus.  The SAI
does not include the audited  financial  statements of the  subaccounts  because
they are new and do not have any assets.

Performance Information

Performance  information  for the  subaccounts  may appear  from time to time in
advertisements or sales literature. This information reflects the performance of
a  hypothetical  investment in a particular  subaccount  during a specified time
period. We show actual performance from the date the subaccounts began investing
in the funds.  Currently,  we do not provide any performance information because
they are new and have not had any activity to date. However, we show performance
from the commencement date of the funds as if the contract existed at that time,
which it did not. Although we base performance  figures on historical  earnings,
past performance does not guarantee future results.

We include  non-recurring  charges (such as withdrawal  charges) in total return
figures, but not in yield quotations.  Excluding  non-recurring charges in yield
calculations increases the reported value.

Total return figures reflect deduction of all applicable charges, including:

o  the contract administrative charge,

o  the variable account administrative charge,

o  the Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base)
   * fee,

o  the 8% Performance Credit Rider* fee,

o  mortality and expense risk fee and

o  withdrawal charge (assuming a withdrawal at the end of the illustrated
   period).

*You  may  select  either  the  Guaranteed  Minimum  Income  Benefit  Rider  (6%
Accumulation  Benefit Base) or the 8%  Performance  Credit Rider,  but not both.
Riders may not be available in all states. The Guaranteed Minimum Income Benefit
Rider (6%  Accumulation  Benefit Base) is only available to annuitants age 75 or
younger.

We may make optional total return  quotations  that do not reflect  deduction of
the withdrawal  charge (assuming no withdrawal),  the Guaranteed  Minimum Income
Benefit Rider (6% Accumulation  Benefit Base) fee and the 8% Performance  Credit
Rider fee. We also may make optional  total return  quotations  that reflect the
reduced  mortality and expense risk fee associated  with the Value option return
of purchase payment death benefit. Total return quotations may be shown by means
of schedules, charts or graphs.

Average annual total return is the average annual  compounded  rate of return of
the  investment  over a period of one,  five and ten years (or up to the life of
the subaccount if it is less than ten years old).

Cumulative  total return is the cumulative  change in the value of an investment
over a specified time period.  We assume that income earned by the investment is
reinvested. Cumulative total return generally will be higher than average annual
total return.

<PAGE>

Annualized  simple  yield (for  subaccounts  investing  in money  market  funds)
"annualizes"  the income  generated  by the  investment  over a given  seven-day
period.  That is, we assume the  amount of income  generated  by the  investment
during the period will be generated  each  seven-day  period for a year. We show
this as a percentage of the investment.

Annualized  compound yield (for subaccounts  investing in money market funds) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it.  Compound yield will be higher than the simple yield because of
the compounding effect of the assumed reinvestment.

Annualized  yield (for  subaccounts  investing in income funds)  divides the net
investment  income  (income less expenses) for each  accumulation  unit during a
given 30-day  period by the value of the unit on the last day of the period.  We
then convert the result to an annual percentage.

You  should  consider  performance   information  in  light  of  the  investment
objectives,  policies,  characteristics  and  quality  of the fund in which  the
subaccount  invests and the market  conditions during the specified time period.
Advertised   yields  and  total  return  figures  include  charges  that  reduce
advertised performance. Therefore, you should not compare subaccount performance
to that of mutual funds that sell their shares directly to the public.  (See the
SAI for a further  description  of methods  used to  determine  total return and
yield.)

If you would  like  additional  information  about  actual  performance,  please
contact  us at the  address  or  telephone  number  on the  first  page  of this
prospectus.

<PAGE>

The Variable Account and the Funds

You may  allocate  payments  to any or all of the  subaccounts  of the  variable
account that invest in shares of the following funds:
<TABLE>
<CAPTION>
<S>                 <C>                                         <C>                                <C>
__________________________________________________________________________________________________________________
Subaccount          Investing In                                Investment Objectives and          Investment
                                                                Policies:                          Advisor or
                                                                                                   Manager
__________________________________________________________________________________________________________________

SBCA1               AXP(SM) Variable Portfolio -  Blue Chip     Objective: long-term total         IDS Life,
WBCA3               Advantage Fund                              return exceeding that of the       investment
                                                                U.S. stock market. Invests         manager;
                                                                primarily in common stocks of      American
                                                                companies included in the          Express
                                                                unmanaged S&P 500 Index.           Financial
                                                                                                   Corporation
                                                                                                   (AEFC)
                                                                                                   investment
                                                                                                   advisor.

SBND1               AXP(SM) Variable Portfolio -  Bond Fund     Objective: high level of current   IDS Life,
SBND2                                                           income while conserving the        investment
                                                                value of the investment and        manager;
                                                                continuing a high level of         AEFC,
                                                                income for the longest time        investment
                                                                period. Invests primarily in       advisor.
                                                                bonds and other debt obligations.

SCAR1               AXP(SM) Variable Portfolio -  Capital       Objective: capital appreciation.   IDS Life,
WCAR3               Resource Fund                               Invests primarily in U.S. common   investment
                                                                stocks and other securities        manager;
                                                                convertible into common stocks.    AEFC,
                                                                                                   investment
                                                                                                   advisor.

SCMG1               AXP(SM) Variable Portfolio-Cash Management  Objective: maximum current income  IDS Life,
SCMG2               Fund                                        consistent with liquidity and      investment
                                                                conservation of capital. Invests   manager; AEFC,
                                                                in money market securities.        investment
                                                                                                   advisor.

SDEI1               AXP(SM) Variable Portfolio - Diversified    Objective: a high level of         IDS Life,
WDEI3               Equity Income Fund                          current income and, as a           investment
                                                                secondary goal, steady growth of   manager;
                                                                capital. Invests primarily in      AEFC
                                                                dividend-paying common and         investment
                                                                preferred stocks.                  advisor.

SEXI1               AXP(SM) Variable Portfolio -  Extra         Objective: high current income,    IDS Life,
WEXI3               Income Fund                                 with capital growth as a           investment
                                                                secondary objective. Invests       manager;
                                                                primarily in high-yielding,        AEFC,
                                                                high-risk corporate bonds issued   investment
                                                                by U.S. and foreign companies      advisor.
                                                                and governments.


SFDI1               AXP(SM) Variable Portfolio -  Federal       Objective: a high level of         IDS Life,
WFDI3               Income Fund                                 current income and safety of       investment
                                                                principal consistent with an       manager;
                                                                investment in U.S. government      AEFC
                                                                and government agency              investment
                                                                securities. Invests primarily in   advisor.
                                                                debt obligations issued or
                                                                guaranteed as to principal and
                                                                interest by the U.S. government,
                                                                its agencies or
                                                                instrumentalities.

SGRO1               AXP(SM) Variable Portfolio - Growth Fund    Objective: long-term capital       IDS Life,
SGRO2                                                           growth. Invests primarily in       investment
                                                                common stocks and securities       manager;
                                                                convertible into common stocks     AEFC
                                                                that appear to offer growth        investment
                                                                opportunities.                     advisor.

SMGD1               AXP(SM) Variable Portfolio -  Managed Fund  Objective: maximum total           IDS Life,
SMGD2                                                           investment return through a        investment
                                                                combination of capital growth      manager;
                                                                and current income. Invests        AEFC,
                                                                primarily in a combination of      investment
                                                                common and preferred stocks,       advisor.
                                                                convertible securities, bonds
                                                                and other  debt securities.
<PAGE>

__________________________________________________________________________________________________________________
Subaccount          Investing In                                Investment Objectives and          Investment
                                                                Policies:                          Advisor or
                                                                                                   Manager
__________________________________________________________________________________________________________________

SNDM1               AXP(SM) Variable Portfolio -                Objective: long-term growth of     IDS Life,
WNDM3               New Dimensions Fund(R)                      capital.  Invests primarily in     investment
                                                                common stocks of U.S. and          manager;
                                                                foreign companies showing          AEFC,
                                                                potential for significant growth.  investment
                                                                                                   advisor.

SSCA1               AXP(SM) Variable Portfolio -                Objective: long-term capital       IDS Life,
WSCA3               Small Cap Advantage Fund                    growth. Invests primarily in       investment
                                                                equity stocks of small companies   manager;
                                                                that are often included in the     AEFC
                                                                S&P SmallCap 600 Index or the      investment
                                                                Russell 2000 Index.                advisor.

SCAP1               AIM V.I. Capital Appreciation Fund          Objective: growth of capital.      A I M
WCAP3                                                           Invests primarily in common        Advisors,
                                                                stocks, with emphasis on medium-   Inc.
                                                                and small-sized growth companies.

SCDV1               AIM V.I. Capital Development Fund           Objective: long term growth of     A I M
SCDV2                                                           capital. Invests primarily in      Advisors,
                                                                securities (including common       Inc.
                                                                stocks, convertible securities
                                                                and bonds) of small- and
                                                                medium-sized companies.

SVAL1               AIM V.I. Value Fund                         Objective: long-term growth of     A I M
WVAL3                                                           capital with income as a           Advisors,
                                                                secondary objective. Invests       Inc.
                                                                primarily in equity securities
                                                                judged to be undervalued
                                                                relative to the investment
                                                                advisor's appraisal of the
                                                                current or projected earnings of
                                                                the companies issuing the
                                                                securities, or relative to
                                                                current market values of assets
                                                                owned by the companies issuing
                                                                the securities, or relative to
                                                                the equity market generally.

SPGR1               Alliance VP Premier Growth Portfolio        Objective: growth of capital by    Alliance
SPGR2               (Class B)                                   pursuing aggressive investment     Capital
                                                                policies. Invests primarily in     Management,
                                                                equity securities of a limited     L.P.
                                                                number of large, carefully
                                                                selected, high-quality U.S.
                                                                companies that are judged likely
                                                                to achieve superior earnings
                                                                growth. As a matter of
                                                                fundamental policy, the
                                                                Portfolio normally invests at
                                                                least 85% of its total assets in
                                                                the equity securities of U.S.
                                                                companies.


STEC1               Alliance VP Technology Portfolio (Class B)  Objective: growth of capital.      Alliance
STEC2                                                           Current income  is only an         Capital
                                                                incidental consideration.          Management,
                                                                Invests primarily in securities    L.P.
                                                                of companies expected to benefit
                                                                from technological advances and
                                                                improvements. The Portfolio's
                                                                policy is to invest in any
                                                                company and industry and in any
                                                                type  of security with potential
                                                                for capital appreciation. It
                                                                invests in well-known and
                                                                established companies and new
                                                                and unseasoned companies.
<PAGE>

__________________________________________________________________________________________________________________
Subaccount          Investing In                                Investment Objectives and          Investment
                                                                Policies:                          Advisor or
                                                                                                   Manager
__________________________________________________________________________________________________________________

SUGH1               Alliance VP U.S. Government/ High Grade     Objective: high level of current   Alliance
SUGH2               Securities Portfolio (Class B)              income consistent with             Capital
                                                                preservation of capital. Invest    Management,
                                                                primarily in (1) U.S. Government   L.P.
                                                                securities and (2) other
                                                                high-grade debt securities rated
                                                                AAA, AA or A by Standard &
                                                                Poor's, Duff and Phelps or
                                                                Fitch, or rated Aaa, Aa or A by
                                                                Moody's Investors Service or, if
                                                                unrated, of equivalent quality.
                                                                As a matter of fundamental
                                                                policy, the Portfolio invests at
                                                                least 65% of its total assets in
                                                                investment grade corporate debt
                                                                securities and CMOs.

SCAS1               Baron Capital Asset Fund                    Objective: capital appreciation.   BAMCO, Inc.
SCAS2                                                           Invests primarily in securities
                                                                of small and medium  sized
                                                                companies  with undervalued
                                                                assets or favorable growth
                                                                prospects.

SGRI1               Fidelity VIP III Growth & Income            Objective: high total return       Fidelity Management
SGRI2               Portfolio (Service Class)                   through a combination of current   & Research Company
                                                                income and capital appreciation.   (FMR), investment
                                                                Invests primarily in common        manager; FMR U.K.
                                                                stocks with a focus on those       and FMR Far East,
                                                                that pay current dividends and     sub-investment
                                                                show potential for capital         advisors.
                                                                appreciation.

SMDC1               Fidelity VIP III Mid Cap Portfolio          Objective: long-term growth of     FMR, investment
SMDC2               (Service Class)                             capital. Invests primarily in      manager; FMR U.K. and
                                                                medium market capitalization       and FMR Far East,
                                                                common stocks.                     sub-investment
                                                                                                   advisors.

SOVS1               Fidelity VIP Overseas Portfolio (Service    Objective: long-term growth of     FMR, investment
SOVS2               Class)                                      capital.  Invests primarily in     manager; FMR U.K.,
                                                                common stocks of  foreign          FMR Far East,
                                                                securities.                        Fidelity International
                                                                                                   Investment Advisors (FIIA)
                                                                                                   and FIIA U.K.,
                                                                                                   sub-investment advisors.

SRES1               FTVIPT Franklin Real Estate  Fund - Class   Objective: capital appreciation    Franklin
WRES3               2  (previously Franklin Real Estate         with a secondary goal to earn      Advisers,
                    Securities Fund)                            current income. Invests            Inc.
                                                                primarily in securities of
                                                                companies operating in the
                                                                real estate industry,
                                                                primarily equity real estate
                                                                investment trusts (REITS).

SMSS1               FTVIPT Mutual Shares Securities Fund -      Objective: capital appreciation    Franklin Mutual
WMSS3               Class 2                                     with income as a secondary goal.   Advisers, LLC
                                                                Invests primarily in equity
                                                                securities of companies that
                                                                the manager believes are
                                                                available at market prices
                                                                less than their value based on
                                                                certain recognized or objective
                                                                criteria (intrinsic value).

SISC1               FTVIPT Templeton International Smaller      Objective: long-term capital       Templeton
SISC2               Companies Fund - Class 2                    appreciation. Invests primarily    Investment
                                                                in equity securities of smaller    Counsel, Inc.
                                                                companies located outside the
                                                                U.S., including in emerging
                                                                markets.
<PAGE>

__________________________________________________________________________________________________________________
Subaccount          Investing In                                Investment Objectives and          Investment
                                                                Policies:                          Advisor or
                                                                                                   Manager
__________________________________________________________________________________________________________________

SCGR1               Goldman Sachs VIT Capital Growth Fund       Objective: long-term growth of     Goldman
SCGR2                                                           capital. Invest primarily in       Sachs Asset
                                                                equity securities considered by    Management
                                                                the Investment Advisor to have
                                                                long-term capital appreciation
                                                                potential.

SUSE1               Goldman Sachs VIT CORE(SM)  U.S. Equity     Objective: long-term growth of     Goldman
WUSE3               Fund                                        capital and dividend income.       Sachs Asset
                                                                Invests primarily in a broadly     Management
                                                                diversified portfolio of
                                                                large-cap and blue chip equity
                                                                securities representing all
                                                                major sectors of the U.S.
                                                                economy.

SGLI1               Goldman Sachs VIT Global  Income Fund       Objective: high total return,      Goldman
WGLI3                                                           emphasizing current income, and,   Sachs Asset
                                                                to a lesser extent, providing      Management
                                                                opportunities for capital          International
                                                                appreciation. Invests primarily
                                                                in a portfolio of high quality
                                                                fixed-income securities of U.S.
                                                                and foreign issuers and enters
                                                                into transactions in foreign
                                                                currencies.

SIEQ1               Goldman Sachs VIT International Equity      Objective: long-term capital       Goldman
SIEQ2               Fund                                        appreciation. Invests primarily    Sachs Asset
                                                                in equity securities of            Management
                                                                companies that are organized       International
                                                                outside the U.S., or whose
                                                                securities are principally
                                                                traded outside the U.S.

SITO1               Goldman Sachs VIT Internet Tollkeeper Fund  Objective: long-term growth of     Goldman
SITO2                                                           capital. Invests primarily in      Sachs Asset
                                                                equity securities of companies     Management
                                                                the Investment Advisor believes
                                                                will benefit from the growth of
                                                                the Internet by providing
                                                                access, infrastructure, content
                                                                and services to Internet
                                                                companies and customers.

SAGP1               Janus Aspen Series Aggressive Growth        Objective: long-term growth of     Janus Capital
SAGP2               Portfolio: Service Shares                   capital. Invests primarily in
                                                                common stocks selected for
                                                                their growth potential and
                                                                normally invests at least 50%
                                                                of its equity assets in
                                                                medium-sized  companies.

SGLT1               Janus Aspen Series Global Technology        Objective: long-term growth of     Janus Capital
SGLT2               Portfolio:  Service Shares                  capital. Invests primarily in
                                                                equity securities of
                                                                U.S. and foreign companies
                                                                selected for their growth
                                                                potential. Normally invests
                                                                at least 65% of assets in
                                                                securities of companies that
                                                                the  manager believes will
                                                                benefit significantly  from
                                                                advancements or improvements in
                                                                technology.

SGIP1               Janus Aspen Series Growth Portfolio:        Objective: long-term growth of     Janus Capital
SGIP2               Service Shares                              capital in a manner consistent
                                                                with the preservation of
                                                                capital. Invests primarily in
                                                                common stocks selected for their
                                                                growth potential.

SINT1               Janus Aspen Series International Growth     Objective: long-term growth of     Janus Capital
SINT2               Portfolio: Service Shares                   capital. Invests at least 65% of
                                                                its total assets in securities of
                                                                issuers from at least five different
                                                                countries, excluding the U.S. It may
                                                                at times invest all of its assets in
                                                                fewer  than five countries or
                                                                even a single country.
<PAGE>
__________________________________________________________________________________________________________________
Subaccount          Investing In                                Investment Objectives and          Investment
                                                                Policies:                          Advisor or
                                                                                                   Manager
__________________________________________________________________________________________________________________

SUDE1               J.P. Morgan U.S. Disciplined Equity         Objective: seeks to provide a      J.P. Morgan
SUDE2               Portfolio                                   high total return from a
                                                                portfolio comprised of
                                                                selected equity securities. The
                                                                portfolio invests primarily in the
                                                                common stocks of  U.S. corporations
                                                                with market capitalizations above
                                                                $1.5 billion. The portfolio is
                                                                designed for investors who
                                                                want an actively managed
                                                                portfolio of selected equity
                                                                securities that seeks  to
                                                                outperform the S&P 500 Index.

SREQ1               Lazard Retirement Series Equity Portfolio   Objective: long-term capital       Lazard Asset
SREQ2                                                           appreciation. Invests primarily    Management
                                                                in equity securities,
                                                                principally common stocks
                                                                of relatively large U.S.companies
                                                                (those whose total market
                                                                value is  more than $1 billion)
                                                                that the Investment Manager
                                                                believes are  undervalued
                                                                based  on  their earnings, cash
                                                                flow or asset values.

SRIE1               Lazard Retirement Series International      Objective: long-term capital       Lazard Asset
SRIE2               Equity Portfolio                            appreciation. Invests primarily    Management
                                                                in equity securities, principally
                                                                common stocks of relatively large
                                                                non-U.S. companies (those
                                                                whose total market value is
                                                                more than $1 billion) that
                                                                the Investment Manager believes
                                                                are undervalued based on their
                                                                earnings, cash flow or asset
                                                                values.

SNDS1               MFS(R)New Discovery Series                  Objective: capital appreciation.   MFS
SNDS2                                                           Invests primarily in equity        Investment
                                                                securities of emerging growth      Management(R)
                                                                companies.

SRSS1               MFS(R)Research Series                       Objective: long-term growth of     MFS
SRSS2                                                           capital and future income.         Investment
                                                                Invests primarily in common        Management(R)
                                                                stocks and related securities
                                                                that have favorable prospects
                                                                for long-term growth, attractive
                                                                valuations based on current and
                                                                expected earnings or cash flow,
                                                                dominant or growing market
                                                                share, and superior management.

SUTS1               MFS(R)Utilities Series                      Objective: capital growth and      MFS
WUTS3                                                           current income. Invests            Investment
                                                                primarily in equity and debt       Management (R)
                                                                securities of domestic and
                                                                foreign companies in the
                                                                utilities industry.

SMCC1               Royce Micro-Cap Portfolio                   Objective: long-term growth of     Royce &
SMCC2                                                           capital. Invests primarily in a    Associates,
                                                                broadly diversified portfolio of   Inc.
                                                                equity securities issued by
                                                                micro-cap companies (companies
                                                                with stock market
                                                                capitalizations below $300
                                                                million).
<PAGE>
__________________________________________________________________________________________________________________
Subaccount          Investing In                                Investment Objectives and          Investment
                                                                Policies:                          Advisor or
                                                                                                   Manager
__________________________________________________________________________________________________________________

SPRM1               Royce Premier Portfolio                     Objective: long-term growth of     Royce &
SPRM2                                                           capital with current income as a   Associates,
                                                                secondary objective. Invests       Inc.
                                                                primarily in a limited number of
                                                                equity securities issued by
                                                                small companies with stock
                                                                market capitalization between
                                                                $300 million and $1.5 billion.

SVLU1               Third Avenue Value Portfolio                Objective: long-term capital       EQSF
SVLU2                                                           appreciation. Invests primarily    Advisers,
                                                                in common stocks of                Inc.
                                                                well-financed companies at a
                                                                substantial discount to what the
                                                                Advisor believes is their true
                                                                value.

SISM1               Wanger International Small Cap              Objective: long-term growth of     Wanger Asset
SISM2                                                           capital. Invests primarily in      Management,
                                                                stocks of small- and medium-size   L.P.
                                                                non-U.S. companies.

SUSC1               Wanger U.S. Small Cap                       Objective: long-term growth of     Wanger Asset
SUSC2                                                           capital. Invests primarily in      Management,
                                                                stocks of small- and medium-size   L.P.
                                                                U.S. companies.

SEGR1               Warburg Pincus Trust - Emerging Growth      Objective: maximum capital         Credit
SEGR2               Portfolio                                   appreciation. Invests primarily    Suisse
                                                                in equity securities of small-     Asset
                                                                or medium-sized U.S.               Management,
                                                                emerging-growth  companies.        LLC.

SEQI1               Wells Fargo VT Equity  Income Fund          Objective: long-term capital       Wells Fargo
WEQI3                                                           appreciation and above-average     Bank, N.A.,
                                                                dividend income. Invests           advisor;
                                                                primarily in common stocks of      Wells
                                                                large, high-quality domestic       Capital
                                                                companies with above-average       Management
                                                                return potential and               Incorporated,
                                                                above-average dividend income.     sub-advisor.
</TABLE>

The  investment  objectives and policies of some of the funds are similar to the
investment  objectives  and policies of other  mutual  funds that an  investment
advisor or its  affiliates  manage.  Although the objectives and policies may be
similar,  each fund will have its own  portfolio  holdings  and its own fees and
expenses. Accordingly, each fund will have its own investment results, and those
results  may differ  significantly  from other  funds  with  similar  investment
objectives and policies.

The investment  managers and advisors cannot  guarantee that the funds will meet
their investment  objectives.  Please read the funds' prospectuses for facts you
should  know  before  investing.   These  prospectuses  are  also  available  by
contacting  us at the  address  or  telephone  number on the first  page of this
prospectus.

All funds are  available  to serve as the  underlying  investments  for variable
annuities.  Some funds also are  available  to serve as  investment  options for
variable  life  insurance  policies and  tax-deferred  retirement  plans.  It is
possible  that in the future,  it may be  disadvantageous  for variable  annuity
accounts and variable life insurance  accounts  and/or  tax-deferred  retirement
plans to invest in the available funds simultaneously.

<PAGE>

Although the insurance  company and the funds do not currently  foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor  events in order to identify  any  material  conflicts  between  annuity
owners,  policy owners and  tax-deferred  retirement plans and to determine what
action,  if any,  should be taken in response to a conflict.  If a board were to
conclude  that it should  establish  separate  funds for the  variable  annuity,
variable life insurance and tax-deferred retirement plan accounts, you would not
bear any expenses  associated with establishing  separate funds. Please refer to
the fund's prospectuses for risk disclosure regarding  simultaneous  investments
by variable  annuity,  variable life insurance and tax-deferred  retirement plan
accounts.

The Internal  Revenue  Service  (IRS) issued final  regulations  relating to the
diversification requirements under Section 817(h) of the Code. Each fund intends
to comply with these requirements.

The variable account was established under Indiana law on July 15, 1987, and the
subaccounts are registered  together as a single unit investment trust under the
Investment  Company  Act of 1940  (the 1940  Act).  This  registration  does not
involve any  supervision of our management or investment  practices and policies
by the SEC. All obligations  arising under the contracts are general obligations
of American Enterprise Life.

The variable  account meets the  definition of a separate  account under federal
securities laws. We credit or charge income, capital gains and capital losses of
each subaccount only to that  subaccount.  State insurance law prohibits us from
charging a subaccount with liabilities of any other subaccount or of our general
business.  The variable  account  includes other  subaccounts that are available
under contracts that are not described in this prospectus.

The  U.S.  Treasury  and the IRS  indicated  that  they may  provide  additional
guidance on investment control.  This concerns how many variable  subaccounts an
insurance  company may offer and how many  exchanges  among  subaccounts  it may
allow before the contract owner would be currently taxed on income earned within
subaccount  assets.  At this time, we do not know what the  additional  guidance
will be or when  action  will be taken.  We  reserve  the  right to  modify  the
contract,  as  necessary,  so that the  owner  will not be  subject  to  current
taxation as the owner of the subaccount assets.

We intend to comply with all federal tax laws so that the contract  continues to
qualify as an annuity for federal  income tax purposes.  We reserve the right to
modify the contract as necessary to comply with any new tax laws.

The Fixed Accounts

Guarantee Period Accounts

You may  allocate  purchase  payments  to one or more  of the  Guarantee  Period
Accounts with Guarantee  Periods  ranging from two to ten years.  These accounts
are not available in all states and are not offered after annuity payouts begin.
Some states also  restrict the amount you can allocate to these  accounts.  Each
Guarantee  Period  Account  pays an  interest  rate  that is  declared  when you
allocate  money  to that  account.  That  interest  rate is then  fixed  for the
Guarantee  Period  that you chose.  We will  periodically  change  the  declared
interest  rate for any future  allocations  to these  accounts,  but we will not
change the rate paid on money currently in a Guarantee Period Account.

The interest  rates that we will declare as  guaranteed  rates in the future are
determined  by us at our  discretion.  We will  determine  these  rates based on
various factors  including,  but not limited to, the interest rate  environment,
returns  available on  investments  backing  these  annuities,  product  design,
competition and American Enterprise Life's revenues and other expenses.

<PAGE>

You may  transfer  money out of the  Guarantee  Period  Accounts  within 30 days
before the end of the  Guarantee  Period  without  receiving a MVA (see  "Market
Value  Adjustment  (MVA)"  below.)  At that  time you may  choose to start a new
Guarantee  Period of the same length,  transfer  the money to another  Guarantee
Period Account,  transfer the money to any of the  subaccounts,  or withdraw the
money from the contract (subject to applicable withdrawal provisions).  If we do
not  receive  any  instructions  at the end of your  Guarantee  Period,  we will
automatically transfer the money into the one-year fixed account.

We hold amounts you allocate to the Guarantee Period Accounts in a "nonunitized"
separate  account we have  established  under the Indiana  Insurance  Code. This
separate account  provides an additional  measure of assurance that we will make
full payment of amounts due under the Guarantee Period Accounts. State insurance
law prohibits us from charging this  separate  account with  liabilities  of any
other  separate  account or of our general  business.  We own the assets of this
separate  account  as well as any  favorable  investment  performance  of  those
assets.  You do not  participate  in the  performance of the assets held in this
separate  account.  We  guarantee  all  benefits  relating  to your value in the
Guarantee Period Accounts.

We intend to  construct  and manage the  investment  portfolio  relating  to the
separate account using a strategy known as "immunization." Immunization seeks to
lock in a defined  return on the pool of assets  versus the pool of  liabilities
over a  specified  time  horizon.  Since the  return on the  assets  versus  the
liabilities  is locked  in, it is  "immune"  to any  potential  fluctuations  in
interest rates during the given time. We achieve  immunization by constructing a
portfolio of assets with a price  sensitivity  to interest  rate changes  (i.e.,
price  duration)  that  is  essentially  equal  to  the  price  duration  of the
corresponding portfolio of liabilities.  Portfolio immunization provides us with
flexibility and efficiency in creating and managing the asset  portfolio,  while
still assuring safety and soundness for funding liability obligations.

We must  invest  this  portfolio  of  assets  in  accordance  with  requirements
established  by  applicable  state laws  regarding  the  nature  and  quality of
investments  that life insurance  companies may make and the percentage of their
assets that they may commit to any particular type of investment. Our investment
strategy will incorporate the use of a variety of debt instruments  having price
durations tending to match the applicable  Guarantee Periods.  These instruments
include, but are not necessarily limited to, the following:

o    Securities   issued   by  the   U.S.   government   or  its   agencies   or
     instrumentalities,  which issues may or may not be  guaranteed  by the U.S.
     government;

o    Debt  securities  that have an investment  grade,  at the time of purchase,
     within  the  four  highest  grades  assigned  by  any of  three  nationally
     recognized rating agencies -- Standard & Poor's,  Moody's Investors Service
     or Duff and  Phelp's  -- or are  rated  in the two  highest  grades  by the
     National Association of Insurance Commissioners;

o    Other debt instruments  which are unrated or rated below investment  grade,
     limited to 10% of assets at the time of purchase; and

o    Real estate  mortgages,  limited to 45% of portfolio  assets at the time of
     acquisition.

In addition,  options and futures  contracts on fixed income  securities will be
used  from time to time to  achieve  and  maintain  appropriate  investment  and
liquidity characteristics on the overall asset portfolio.

While this information  generally describes our investment strategy,  we are not
obligated to follow any particular strategy except as may be required by federal
law and Indiana and other state insurance laws.

<PAGE>

MARKET VALUE ADJUSTMENT (MVA)

You may choose to transfer  money out of a Guarantee  Period Account at any time
after 60 days of transfer or payment  allocation  into the  account.  The amount
transferred  or withdrawn will receive a MVA which will increase or decrease the
actual amount  transferred or withdrawn.  We calculate the MVA using the formula
shown below and we base it on the current  level of interest  rates  compared to
the rate of your Guarantee Period Account.

Amount transferred     x   (    l + i   )   n/12
                           --------------
                           (l + j + .001)

Where:                     i = rate earned in the account from which funds are
                               being transferred

                           j = current rate for a new Guarantee Period equal to
                               the remaining term in the current Guarantee
                               Period

                           n = number of months remaining in the current
                               Guarantee Period (rounded up)

We will not make MVAs for amounts withdrawn for withdrawal  charges,  the annual
contract  administrative  charge or paid out as a death claim.  We also will not
make MVAs on automatic  transfers from the two-year Guarantee Period Account. We
determine any applicable  withdrawal  charges based on the market value adjusted
withdrawals. In some states the MVA is limited.

THE ONE-YEAR FIXED ACCOUNT

You may also allocate  purchase  payments to the one-year  fixed  account.  Some
states  restrict  the  amount  you can  allocate  to this  account.  We back the
principal and interest  guarantees  relating to the one-year fixed account.  The
value of the  one-year  fixed  account  increases  as we credit  interest to the
account.  Purchase  payments and transfers to the one-year  fixed account become
part of our general account.  We credit interest daily and compound it annually.
We will change the  interest  rates from time to time at our  discretion.  These
rates will be based on various factors  including,  but not limited to, interest
rate  environment,  returns earned on investments  backing these annuities,  the
rates  currently  in effect  for new and  existing  company  annuities,  product
design, competition, and the company's revenues and expenses.

Interest in the one-year fixed account is not required to be registered with the
SEC.  However,  the Market Value  Adjustment  interests  under the contracts are
registered  with the SEC. The SEC staff does not review the  disclosures in this
prospectus  on  the  one-year  fixed  account  (but  the  SEC  does  review  the
disclosures  in this  prospectus  on the  Market  Value  Adjustment  interests).
Disclosures  regarding the one-year  fixed account,  however,  may be subject to
certain generally applicable  provisions of the federal securities laws relating
to the  accuracy and  completeness  of  statements  made in  prospectuses.  (See
"Making the Most of Your  Contract -- Transfer  policies"  for  restrictions  on
transfers involving the one-year fixed account.)

<PAGE>

Buying Your Contract

You or your  sales  representative  will  send an  application  along  with your
initial  purchase  payment to our office.  As the owner, you have all rights and
may receive all benefits under the contract.  You can own a nonqualified annuity
in joint tenancy with rights of  survivorship  only in spousal  situations.  You
cannot own a  qualified  annuity  in joint  tenancy.  You can buy a contract  or
become an annuitant if you are 90 or younger.  (The age limit may be younger for
qualified annuities in some states.)

When you apply, you may select:

o    one of three death benefit options if both you and the annuitant are age 79
     or younger*:  Option A -- Maximum anniversary value death benefit, Option B
     -- Value option return of purchase payment death benefit rider, or Option C
     -- 5% accumulation death benefit rider**;

o    the optional  Guaranteed  Minimum  Income  Benefit  Rider (6%  Accumulation
     Benefit Base)***;

o    the optional 8% Performance Credit Rider***;

o    the one-year fixed account, Guarantee Period Accounts and/or subaccounts in
     which you want to invest****;

o    how you want to make purchase payments; and

o    a beneficiary.

*    If either you or the annuitant are age 80 or older Option B will apply.

**   May not be available in all states.

***  You may select  either the  Guaranteed  Minimum  Income  Benefit  Rider (6%
     Accumulation  Benefit Base) or the 8%  Performance  Credit  Rider,  but not
     both.  Riders may not be available in all states.  The  Guaranteed  Minimum
     Income  Benefit Rider (6%  Accumulation  Benefit Base) is only available to
     annuitants 75 or younger.

**** Some states restrict the amount you can allocate to the fixed accounts.

The contract  provides for allocation of purchase payments to the subaccounts of
the variable account and/or to the fixed accounts in even 1% increments.

If your  application  is complete,  we will  process it and apply your  purchase
payment to the fixed accounts and  subaccounts  you selected within two business
days after we receive it at our office. If we accept your  application,  we will
send you a contract.  If we cannot accept your application  within five business
days,  we will  decline it and return your  payment.  We will credit  additional
purchase  payments you make to your  accounts on the  valuation  date we receive
them. We will value the additional  payments at the next accumulation unit value
calculated after we receive your payments at our office.

You may make monthly  payments to your  contract  under a Systematic  Investment
Plan (SIP). You must make an initial purchase payment of $25,000. Then, to begin
the SIP, you will complete and send a form and your first SIP payment along with
your application.  There is no charge for SIP. You can stop your SIP payments at
any time.

In most states,  you may make additional  purchase  payments to nonqualified and
qualified annuities until the retirement date.

THE RETIREMENT DATE

Annuity  payouts are scheduled to begin on the retirement  date. When we process
your  application,  we will establish the retirement  date to the maximum age or
date described below. You can also select a date within the maximum limits.  You
can  align  this date with your  actual  retirement  from a job,  or it can be a
different  future  date,  depending  on your  needs  and  goals  and on  certain
restrictions.  You  also can  change  the  date,  provided  you send us  written
instructions at least 30 days before annuity payouts begin.

<PAGE>

For nonqualified annuities and Roth IRAs, the retirement date must be:

o    no earlier than the 60th day after the contract's effective date; and

o    no  later  than  the  annuitant's  85th  birthday  or  the  tenth  contract
     anniversary, if purchased after age 75.

For qualified  annuities  (except Roth IRAs),  to avoid IRS penalty  taxes,  the
retirement date generally must be:

o    on or after the date the annuitant reaches age 59 1/2; and

o    for IRAs and SEPs, by April 1 of the year  following the calendar year when
     the annuitant reaches age 70 1/2.

If you take the minimum IRA  distribution  as required by the Code from  another
tax-qualified  investment,  or in the  form of  partial  withdrawals  from  this
contract,  annuity payouts can start as late as the annuitant's 85th birthday or
the tenth contract anniversary, if later.

BENEFICIARY

We will pay your named  beneficiary  the death  benefit  if it  becomes  payable
before the  retirement  date (while the contract is in force and before  annuity
payouts begin). If there is no named  beneficiary,  then you or your estate will
be  the   beneficiary.   (See  "Benefits  in  Case  of  Death"  for  more  about
beneficiaries.)

PURCHASE PAYMENTS

Minimum initial purchase payment (including SIPs):        $25,000

Minimum additional purchase payments:

         If paying by SIP:                                $50

         If paying by any other method:                   $100

Maximum total allowable purchase payments*
(without prior approval):                                 $1,000,000 for issue
                                                           ages up to 85

                                                          $100,000 for issue
                                                           ages 86 to 90

*This limit applies in total to all American  Enterprise Life annuities you own.
We reserve the right to increase the maximum limit. For qualified annuities, the
tax-deferred retirement plan's limits on annual contributions also apply.

<PAGE>

HOW TO MAKE PURCHASE PAYMENTS

1 By letter:

Send your check along with your name and contract number to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

2 By SIP:

Contact your sales representative to complete the necessary SIP paperwork.

PURCHASE PAYMENT CREDITS

You will generally receive a purchase payment credit with every payment you make
to your contract.  We apply this credit  immediately.  We allocate the credit to
the fixed  accounts and  subaccounts  in the same  proportions  as your purchase
payment.  We apply the credit as a percentage  of your current  payment based on
the following schedule:

   If total net payments* made during             then the purchase payment
   the life of the contract equals.......           credit percentage equals...

         $25,000 to less than $100,000                          3%

         $100,000 to less than $1 million                       4

         $1 million and over                                    5

*Net payments equal total payments less total withdrawals.

If you make any future  payments which cause the contract to become eligible for
a  higher  percentage  credit,  we will  add  credits  to  increase  the  credit
percentage  on prior  payments  (less total  withdrawals).  We allocate  credits
according to the purchase  payment  allocation on the date we add the credits to
the contract.

We fund the credit from our general  account.  We do not consider  credits to be
"investments" for income tax purposes. (See "Taxes.")

We will reverse credits from the contract value for any purchase payment that is
not honored  (if,  for  example,  your  purchase  payment  check is returned for
insufficient funds).

To the extent a death benefit or withdrawal  payment  includes  purchase payment
credits  applied  within  twelve  months  preceding:  (1) the date of death that
results in a lump sum death  benefit under this  contract;  or (2) a request for
withdrawal charge waiver due to "Contingent  events" (see "Charges -- Contingent
events"), we will assess a charge,  similar to a withdrawal charge, equal to the
amount of the  purchase  payment  credits.  The amount we pay to you under these
circumstances  will always  equal or exceed your  withdrawal  value.  The amount
returned to you under the free look  provision also will not include any credits
applied to your contract.

<PAGE>

Because of these higher  charges,  there may be  circumstances  where you may be
worse off for having  received  the credit than in other  contracts.  All things
being  equal  (such  as  guarantee   availability   or  fund   performance   and
availability),  this may occur if you hold your  contract  for 15 years or more.
For  contracts  less  than  $100,000,  this  may  also  occur if you make a full
withdrawal  in the fifth to ninth  contract  years.  You should  consider  these
higher charges and other relevant factors before you buy this contract or before
you exchange a contract you currently own for this contract.

This credit is  available  because of lower costs  associated  with larger sized
contracts  and  through  revenue  from a higher  and  longer  withdrawal  charge
schedule,  a higher contract  administrative  charge and a higher  mortality and
expense risk fee. In general,  we do not profit from the higher charges assessed
to cover the cost of the purchase  payment  credit.  We use all the revenue from
these  higher  charges  to pay for the cost of the  credits.  However,  we could
profit from the higher charges if market appreciation is higher than expected or
if contract owners hold their contracts for longer than expected.

We reserve the right to increase the amount of the credit for certain  groups of
contract owners. The increase will not be greater than 8% of total net payments.
Increases in credit  amounts are funded by reduced  expenses  expected from such
groups.

Charges

CONTRACT ADMINISTRATIVE CHARGE

We charge this fee for establishing and maintaining your records.  We deduct $40
from the contract value on your contract anniversary at the end of each contract
year. We prorate this charge among the subaccounts and the fixed accounts in the
same  proportion  your  interest in each  account  bears to your total  contract
value.

We will waive this  charge when your  contract  value is $100,000 or more on the
current contract anniversary.

If you take a full withdrawal  from your contract,  we will deduct the charge at
the time of withdrawal  regardless of the contract value. We cannot increase the
annual  contract  administrative  charge  and it does not  apply  after  annuity
payouts begin or when we pay death benefits.

VARIABLE ACCOUNT ADMINISTRATIVE CHARGE

We apply this  charge  daily to the  subaccounts.  It is  reflected  in the unit
values of the  subaccounts and it totals 0.15% of their average daily net assets
on an annual basis. It covers certain  administrative  and operating expenses of
the subaccounts such as accounting,  legal and data processing fees and expenses
involved in the preparation and  distribution  of reports and  prospectuses.  We
cannot increase the variable account administrative charge.

MORTALITY AND EXPENSE RISK FEE

We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect  this fee and it totals  1.45% of their  average  daily net assets on an
annual  basis.  This fee  includes  coverage in the  contract  under  either the
Maximum  anniversary  value death benefit or the 5% Accumulation  death benefit.
The fee would be 1.35% if you choose the Value option return of purchase payment
death benefit rider. We cannot increase this fee. These fees cover the mortality
and expense risk that we assume.  Approximately two-thirds of this amount is for
our assumption of mortality risk, and one-third is for our assumption of expense
risk. These fees do not apply to the fixed accounts.

Mortality  risk arises  because of our  guarantee to pay a death benefit and our
guarantee to make annuity  payouts  according to the terms of the  contract,  no
matter  how long a  specific  annuitant  lives and no matter how long our entire
group of annuitants live. If, as a group, annuitants outlive the life expectancy
we assumed in our  actuarial  tables,  then we must take money from our  general
assets to meet our obligations.  If, as a group,  annuitants do not live as long
as expected, we could profit from the mortality risk fee.

<PAGE>

Expense  risk arises  because we cannot  increase  the  contract  administrative
charge or the variable account  administrative  charge and these charges may not
cover  our  expenses.  We would  have to make up any  deficit  from our  general
assets.  We could profit from the expense  risk fee if future  expenses are less
than expected.

The  subaccounts  pay us the  mortality  and  expense  risk fee they  accrued as
follows:

o    first,  to the  extent  possible,  the  subaccounts  pay  this fee from any
     dividends distributed from the funds in which they invest;

o    then,  if necessary,  the funds redeem  shares to cover any remaining  fees
     payable.

We may use any  profits we realize  from the  subaccounts'  payment to us of the
mortality  and expense  risk fee for any proper  corporate  purpose,  including,
among others,  payment of distribution (selling) expenses. We do not expect that
the withdrawal charge,  discussed in the following paragraphs,  will cover sales
and distribution expenses.

GUARANTEED MINIMUM INCOME BENEFIT RIDER (6% ACCUMULATION BENEFIT BASE) FEE

We charge a fee based on an adjusted  contract  value for this optional  feature
only if you choose  this  option.*  If  selected,  we deduct the fee  (currently
0.35%) from the contract  value on your contract  anniversary at the end of each
contract year. We prorate this fee among the  subaccounts  and fixed accounts in
the same  proportion  your interest in each account bears to your total contract
value.

We apply the fee on an adjusted  contract value calculated as the contract value
plus the lesser of zero or (a) - (b), where:

   (a) is the transfers from the subaccounts to the fixed accounts in the last
       six months, and

   (b) is the total contract value in the fixed accounts.

This  adjustment to the contract  value allows us to base the charge  largely on
the subaccounts, and not on the fixed accounts. We will deduct the fee, adjusted
for the number of  calendar  days  coverage  was in place,  if the  contract  is
terminated for any reason or when annuity payouts begin. We cannot increase this
fee after the rider  effective date and it does not apply after annuity  payouts
begin. We can increase this fee on new contracts up to a maximum of 0.75%.

8% PERFORMANCE CREDIT RIDER FEE

We charge a fee for this  optional  feature only if you choose this  option.* If
selected,  we deduct the fee of 0.25% of your  contract  value on your  contract
anniversary  at the end of each  contract  year.  We prorate  this fee among the
subaccounts  and fixed accounts in the same  proportion as your interest in each
account bears to your total contract value.

We will deduct this fee,  adjusted for the number of calendar  days coverage was
in place,  if the contract is terminated for any reason or when annuity  payouts
begin. We cannot increase the 8% Performance Credit Rider fee.

*You  may  select  either  the  Guaranteed  Minimum  Income  Benefit  Rider  (6%
Accumulation Benefit Base) or the 8% Performance Credit Rider, but not both.

WITHDRAWAL CHARGE

If you withdraw all or part of your contract, you may be subject to a withdrawal
charge. A withdrawal  charge applies if all or part of the withdrawal  amount is
from  purchase  payments we received  within nine years before  withdrawal.  The
withdrawal charge  percentages that apply to you are shown in your contract.  In
addition,  amounts withdrawn from a Guarantee Period Account prior to the end of
the  applicable  Guarantee  Period  will be  subject  to a MVA.  (See "The Fixed
Accounts -- Market Value Adjustments (MVA).")

<PAGE>

For purposes of calculating any withdrawal  charge,  we treat amounts  withdrawn
from your contract value in the following order:

1.   First,  in each contract  year, we withdraw  amounts  totaling up to 10% of
     your prior  anniversary  contract value.  (Your initial purchase payment is
     considered the prior  anniversary  contract value during the first contract
     year.) We do not assess a withdrawal charge on this amount.

2.   Next we withdraw  contract  earnings,  if any,  that are  greater  than the
     annual 10% free withdrawal  amount described in number one above.  Contract
     earnings  equal  contract  value less  purchase  payments  received and not
     previously  withdrawn.  We do not assess a  withdrawal  charge on  contract
     earnings.

NOTE: We determine  contract  earnings by looking at the entire  contract value,
      not the earnings of any particular subaccount or the fixed accounts.

3.   Next we withdraw  purchase payments received prior to the withdrawal charge
     period  shown in your  contract.  We do not assess a  withdrawal  charge on
     these purchase payments.

4.   Finally,  if necessary,  we withdraw  purchase  payments  received that are
     still  within the  withdrawal  charge  period  shown in your  contract.  We
     withdraw these payments on a first-in, first-out (FIFO) basis. We do assess
     a withdrawal charge on these payments.

We  determine  your  withdrawal  charge  by  multiplying  each of your  payments
withdrawn by the applicable  withdrawal charge  percentage,  and then adding the
total withdrawal charges.

The withdrawal charge  percentage  depends on the number of years since you made
the payments that are withdrawn:

      Years from purchase                        Withdrawal charge
        payment receipt                             percentage

               1                                        8%

               2                                        8

               3                                        8

               4                                        8

               5                                        7

               6                                        6

               7                                        6

               8                                        4

               9                                        2

          Thereafter                                    0

For a partial  withdrawal  that is subject to a  withdrawal  charge,  the amount
deducted  for the  withdrawal  charge will be a  percentage  of the total amount
withdrawn.  We will deduct the charge from the value  remaining after we pay you
the amount you requested. Example: Assume you request a withdrawal of $1,000 and
there is a 7% withdrawal  charge.  The  withdrawal  charge is $75.26 for a total
withdrawal  amount of $1,075.26.  This charge  represents 7% of the total amount
withdrawn and we deduct it form the contract  value  remaining  after we pay you
the $1,000 you requested.  If you make a full  withdrawal of your  contract,  we
also will deduct the applicable contract administrative charge.

Withdrawal charge under Annuity Payout Plan E -- Payouts for a specified period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can  withdraw  is the  present  value of any  remaining  variable  payouts.  The
discount rate we use in the calculation will be 5.36% if the assumed  investment
rate is 3.5% and 6.86% if the  assumed  investment  rate is 5%.  The  withdrawal
charge is equal to the  difference in discount  values using the above  discount
rates and the assumed  investment rate. In no event would your withdrawal charge
exceed 9% of the amount available for payouts under the plan.

<PAGE>

Withdrawal charge calculation example:

The  following is an example of the  calculation  we would make to determine the
withdrawal charge on a contract with this history:

o    The  contract  date is Nov. 1, 2000 with a contract  year of Nov. 1 through
     Oct. 30 and with an anniversary date of Nov. 1 each year; and

o    We received these payments

   -- $10,000 Nov. 1, 2000;

   -- $8,000 Dec. 31, 2006; and

   -- $6,000 Feb. 20, 2008; and

o    The owner withdraws the contract for its total  withdrawal value of $38,101
     on Aug. 5, 2010 and had not made any other withdrawals during that contract
     year; and

o    The prior anniversary Nov. 1, 2009 contract value was $38,488.

    Withdrawal Charge      Explanation

           $0              $3,848.80 is 10% of the prior anniversary contract
                           value withdrawn without withdrawal charge; and

            0              $10,252.20 is contract earnings in excess of the 10%
                           free withdrawal amount withdrawn without withdrawal
                           charge; and

            0              $10,000 Nov. 1, 2000 payment was received more than
                           nine years before withdrawal and is withdrawn without
                           withdrawal charge; and

          640              $8,000 Dec. 31, 2006 payment is in its fourth year
                           from receipt, withdrawn with an 8% withdrawal charge;
                           and

          480              $6,000 Feb. 20, 2008 payment is in its third year
                           from receipt withdrawn with an 8% withdrawal charge.
      ___________
       $1,120

<PAGE>

Waiver of withdrawal charges

We do not assess withdrawal charges for:

o    withdrawals of any contract earnings;

o    withdrawals  of  amounts   totaling  up  to  10%  of  your  prior  contract
     anniversary contract value to the extent that it exceeds contract earnings;

o    required minimum  distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);

o    contracts settled using an annuity payout plan;

o    withdrawals made as a result of one of the "Contingent  events"*  described
     below  to the  extent  permitted  by  state  law  (see  your  contract  for
     additional conditions and restrictions);

o    amounts we refund to you during the free look period*; and

o    death benefits.*

*However,  we will reverse  certain  purchase  payment credits up to the maximum
withdrawal charge. (See "Buying Your Contract -- Purchase payment credits.")

Contingent events

o    Withdrawals  you make if you or the annuitant are confined to a hospital or
     nursing  home and have  been for the  prior  60 days.  Your  contract  will
     include this provision when the owner and annuitant are under age 76 on the
     date we issue the contract.  You must provide proof  satisfactory  to us of
     the confinement as of the date you request withdrawal.

o    To the extent  permitted by state law,  withdrawals  you make if you or the
     annuitant are diagnosed in the second or later  contract  years as disabled
     with a medical condition that with reasonable medical certainty will result
     in death within 12 months or less from the date of the licensed physician's
     statement.  You  must  provide  us with a  licensed  physician's  statement
     containing the terminal illness diagnosis and the date the terminal illness
     was initially diagnosed.

Possible  group  reductions:  In  some  cases  we  may  incur  lower  sales  and
administrative  expenses due to the size of the group, the average  contribution
and the use of group  enrollment  procedures.  In such cases,  we may be able to
reduce or eliminate the contract administrative and withdrawal charges. However,
we expect this to occur infrequently.

PREMIUM TAXES

Certain  state and local  governments  impose  premium taxes on us (up to 3.5%).
These  taxes  depend  upon  your  state of  residence  or the state in which the
contract was sold. Currently,  we deduct any applicable premium tax when annuity
payouts  begin but we reserve the right to deduct this tax at other times,  such
as when you make purchase  payments or when you make a full withdrawal from your
contract.

<PAGE>

Valuing Your Investment

We value your fixed accounts and subaccounts as follows:

FIXED ACCOUNTS

We value the amounts you  allocated to the fixed  accounts  directly in dollars.
The value of a fixed account equals:

o    the sum of your  purchase  payments and transfer  amounts  allocated to the
     one-year fixed account and the Guarantee Period Accounts;

o    plus any purchase payment credits allocated to the fixed accounts;

o    plus interest credited;

o    minus the sum of amounts  withdrawn after any applicable MVA (including any
     applicable withdrawal charges) and amounts transferred out;

o    minus any prorated contract administrative charge;

o    minus any prorated  portion of the Guaranteed  Minimum Income Benefit Rider
     (6% Accumulation Benefit Base) fee (if applicable); and

o    minus any  prorated  portion  of the 8%  Performance  Credit  Rider fee (if
     applicable).

SUBACCOUNTS

We convert amounts you allocated to the  subaccounts  into  accumulation  units.
Each  time you make a  purchase  payment  or  transfer  amounts  into one of the
subaccounts or we apply any purchase payment credits, we credit a certain number
of accumulation  units to your contract for that  subaccount.  Conversely,  each
time you take a partial withdrawal,  transfer amounts out of a subaccount, or we
assess a contract administrative charge, or the 8% Performance Credit Rider fee,
or the Guaranteed  Minimum Income Benefit Rider (6%  Accumulation  Benefit Base)
fee, we subtract a certain number of accumulation units from your contract.

The  accumulation  units  are the  true  measure  of  investment  value  in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the fund in which the subaccount invests.  The dollar
value of each accumulation unit can rise or fall daily depending on the variable
account expenses, performance of the fund and on certain fund expenses.

Here is how we calculate accumulation unit values:

Number of units: to calculate the number of accumulation  units for a particular
subaccount, we divide your investment by the current accumulation unit value.

Accumulation unit value: the current accumulation unit value for each subaccount
equals the last value times the subaccount's current net investment factor.

<PAGE>

We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then

o    dividing that sum by the previous adjusted net asset value per share; and

o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee and the variable account administrative charge from the result.

Because the net asset value of the fund may  fluctuate,  the  accumulation  unit
value  may  increase  or  decrease.  You  bear  all  the  investment  risk  in a
subaccount.

Factors that affect subaccount accumulation units: accumulation units may change
in two ways -- in number and in value.

The number of accumulation units you own may fluctuate due to:

o    additional purchase payments you allocate to the subaccounts;

o    any purchase payment credits allocated to the subaccounts;

o    transfers into or out of the subaccounts;

o    partial withdrawals;

o    withdrawal charges;

o    prorated portions of the contract administrative charge;

o    prorated  portions  of the  Guaranteed  Minimum  Income  Benefit  Rider (6%
     Accumulation Benefit Base) fee (if selected); and/or

o    prorated portions of the 8% Performance Credit Rider fee (if selected).

Accumulation unit values will fluctuate due to:

o  changes in funds' net asset value;

o  dividends distributed to the subaccounts;

o  capital gains or losses of funds;

o  fund operating expenses; and/or

o  mortality and expense risk fee and the variable account administrative
   charge.

<PAGE>

Making the Most of Your Contract

AUTOMATED DOLLAR-COST AVERAGING

Currently,  you can use  automated  transfers to take  advantage of  dollar-cost
averaging  (investing a fixed  amount at regular  intervals).  For example,  you
might transfer a set amount monthly from a relatively conservative subaccount to
a more aggressive one, or to several others,  or from the one-year fixed account
or the two-year  Guarantee Period Account to one or more subaccounts.  The three
to ten year Guarantee Period Accounts are not available for automated transfers.
You can also obtain the benefits of dollar-cost  averaging by setting up regular
automatic SIP payments. There is no charge for dollar-cost averaging.

This systematic  approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds.  Since you
invest the same amount each period,  you  automatically  acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.

How dollar-cost averaging works

                                Month    Amount    Accumulation  Number of units
                                        invested    unit value       purchased

By investing an equal number    Jan       $100         $20             5.00
of dollars each month...
                                Feb        100          18             5.56

                                Mar        100          17             5.88

you automatically buy           Apr        100          15             6.67
more units when the per unit
market price is low...          May        100          16             6.25

                                Jun        100          18             5.56

                                Jul        100          17             5.88

                                Aug        100          19             5.26

and fewer units when the        Sep        100          21             4.76
per unit market price is
high.                           Oct        100          20             5.00

You paid an average price of only $17.91 per unit over the 10 months,  while the
average market price actually was $18.10.

Dollar-cost  averaging does not guarantee that any subaccount will gain in value
nor will it protect  against a decline in value if market  prices fall.  Because
dollar-cost  averaging involves continuous  investing,  your success will depend
upon your  willingness to continue to invest  regularly  through  periods of low
price  levels.  Dollar-cost  averaging can be an effective way to help meet your
long-term goals. For specific features contact us.

ASSET REBALANCING

You can ask us in writing to automatically  rebalance the subaccount  portion of
your contract value either quarterly,  semi-annually or annually. The period you
select  will  start to run on the date we  record  your  request.  On the  first
valuation date of each of these periods,  we  automatically  will rebalance your
contract  value  so that the  value  in each  subaccount  matches  your  current
subaccount percentage allocations. These percentage allocations must be in whole
numbers.  Asset  rebalancing  does not apply to the fixed accounts.  There is no
charge for asset rebalancing.

You can change your  percentage  allocations or your  rebalancing  period at any
time by contacting  us in writing.  We will restart the  rebalancing  period you
selected as of the date we record your change. You also can ask us in writing to
stop  rebalancing  your contract value.  You must allow 30 days for us to change
any  instructions  that  currently are in place.  For more  information on asset
rebalancing, contact your sales representative.

<PAGE>

TRANSFERRING MONEY BETWEEN ACCOUNTS

You may  transfer  money  from any one  subaccount,  or the fixed  accounts,  to
another subaccount before annuity payouts begin.  (Certain restrictions apply to
transfers  involving  the fixed  accounts.) We will process your transfer on the
valuation date we receive your request.  We will value your transfer at the next
accumulation  unit value calculated  after we receive your request.  There is no
charge for transfers.  Before making a transfer,  you should  consider the risks
involved  in  switching  investments.  Transfers  out  of the  Guarantee  Period
Accounts  will be subject  to a MVA if done more than 30 days  before the end of
the Guarantee Period.

We may suspend or modify  transfer  privileges  at any time.  Excessive  trading
activity can disrupt fund management  strategy and increase expenses,  which are
borne  by all  contract  owners  who  allocated  purchase  payments  to the fund
regardless  of  their  transfer   activity.   We  may  apply   modifications  or
restrictions  in any  reasonable  manner to prevent  transfers  we believe  will
disadvantage other contract owners.

These modifications could include, but not be limited to:

o    requiring a minimum time period between each transfer;

o    not accepting  transfer requests of an agent acting under power of attorney
     on behalf of more than one contract owner; or

o    limiting  the dollar  amount that a contract  owner may transfer at any one
     time.

For  information  on  transfers  after  annuity  payouts  begin,  see  "Transfer
policies" below.

Transfer policies

o    Before annuity payouts begin, you may transfer  contract values between the
     subaccounts,  or from the  subaccounts  to the fixed  accounts at any time.
     However,  if you made a transfer  from the  one-year  fixed  account to the
     subaccounts,  you may not make a transfer from any  subaccount  back to the
     one-year fixed account for six months following that transfer.

o    You may transfer  contract  values from the one-year  fixed  account to the
     subaccounts  or the Guarantee  Period  Accounts once a year on or within 30
     days  before  or after  the  contract  anniversary  (except  for  automated
     transfers,  which can be set up at any time for  certain  transfer  periods
     subject to certain minimums). Transfers from the one-year fixed account are
     not subject to a MVA.

o    You may transfer  contract values from a Guarantee  Period Account any time
     after 60 days of transfer or payment  allocation to the account.  Transfers
     made before the end of the Guarantee  Period will receive a MVA,  which may
     result in a gain or loss of contract value.

o    If we  receive  your  request  on or  within  30 days  before  or after the
     contract  anniversary date, the transfer from the one-year fixed account to
     the  subaccounts or the Guarantee  Period Accounts will be effective on the
     valuation date we receive it.

o    We will not accept  requests for transfers  from the one-year fixed account
     at any other time.

o    Once  annuity  payouts  begin,  you may not make  transfers  to or from the
     one-year fixed  account,  but you may make transfers once per contract year
     among the  subaccounts.  During the annuity payout period,  your choices of
     subaccounts may be limited.

o    Once annuity payouts begin, you may not make any transfers to the Guarantee
     Period Accounts.

<PAGE>

How to request a transfer or withdrawal

1 By letter:

Send  your  name,   contract   number,   Social   Security  Number  or  Taxpayer
Identification Number and signed request for a transfer or withdrawal to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

Minimum amount
Transfers or withdrawals:    $500 or entire account balance

Maximum amount
Transfers or withdrawals:    Contract value or entire account
                             balance

2 By automated transfers and automated partial withdrawals:

Your sales  representative  can help you set up  automated  transfers or partial
withdrawals among your subaccounts or fixed accounts.

You can start or stop this service by written request or other method acceptable
to us.  You must  allow  30 days  for us to  change  any  instructions  that are
currently in place.

o    Automated  transfers  from the  one-year  fixed  account  to any one of the
     subaccounts may not exceed an amount that, if continued,  would deplete the
     one-year fixed account within 12 months.

o    Automated  withdrawals  may be  restricted  by  applicable  law under  some
     contracts.

o    You  may  not  make  additional  purchase  payments  if  automated  partial
     withdrawals are in effect.

o    Automated partial  withdrawals may result in IRS taxes and penalties on all
     or part of the amount withdrawn.

Minimum amount

Transfers or withdrawals:    $100 monthly
                             $250 quarterly, semi-annually or annually

<PAGE>

3 By phone:

Call between 8 a.m. and 6 p.m. Central time:

1-800-333-3437

Minimum amount
Transfers or withdrawals:    $500 or entire account balance

Maximum amount
Transfers:                   Contract value or entire account balance
Withdrawals:                 $25,000

We answer telephone  requests  promptly,  but you may experience delays when the
call volume is unusually  high.  If you are unable to get through,  use the mail
procedure as an alternative.

We will honor any telephone transfer or withdrawal  requests that we believe are
authentic and we will use  reasonable  procedures to confirm that they are. This
includes  asking  identifying  questions and tape recording  calls.  We will not
allow a telephone  withdrawal  within 30 days of a phoned-in  address change. As
long as we follow the procedures, we (and our affiliates) will not be liable for
any loss resulting from fraudulent requests.

Telephone transfers and withdrawals are automatically available. You may request
that telephone  transfers and withdrawals not be authorized from your account by
writing to us.

GUARANTEED MINIMUM INCOME BENEFIT RIDER (6% ACCUMULATION BENEFIT BASE)

This optional  Guaranteed  Minimum Income Benefit Rider may be available in many
jurisdictions for a separate annual charge,  (see "Charges -- Guaranteed Minimum
Income Rider (6% Accumulation  Benefit Base) fee"). You cannot select this rider
if you select the 8% Performance  Credit Rider.  The rider  guarantees a minimum
amount of fixed annuity lifetime income during the annuity payout period if your
contract has been in force for at least seven years,  subject to the  conditions
described  below.  The rider also  provides  you the option of variable  annuity
payouts, with a guaranteed minimum initial payment. This rider is only available
at the time you purchase your contract.

In some  instances,  we may allow you to add this rider if it was not  available
when you initially purchased your contract. In these instances we would add this
rider  at the  next  contract  anniversary  with  the  contract  value  at  that
anniversary reflected as the premium. All conditions of the rider would use this
date as the effective date.

This rider does not create  contract  value or guarantee the  performance of any
investment  option.  Fixed  annuity  payouts  under the terms of this rider will
occur at the guaranteed annuity purchase rates based on the guaranteed annuitant
mortality  table in your contract and a 2.5%  interest  rate. We base first year
payments from the variable annuity payout option offered under this rider on the
same factors as the fixed annuity payout option. We base subsequent  payments on
the initial  payment and an assumed  annual return of 5%.  Because this rider is
based on guaranteed  actuarial factors for the fixed option,  the level of fixed
lifetime  income it guarantees may be less than the level that would be provided
by applying the then current annuity factors. Likewise, for the variable annuity
payout option,  we base the rider on more  conservative  factors  resulting in a
lower initial payment and lower lifetime payments than those provided  otherwise
if the same benefit base were used. However,  the Guaranteed Income Benefit Base
described below establishes a floor,  which when higher than the contract value,
can result in a higher annuity payout level. Thus, the rider is a guarantee of a
minimum amount of annuity income.

<PAGE>

The  Guaranteed  Income  Benefit Base uses the same  calculation as the Variable
account 5% floor but uses a 6% accumulation rate.

The  Guaranteed  Income Benefit Base,  less any  applicable  premium tax, is the
value that will be used to  determine  minimum  annuity  payouts if the rider is
exercised.

We reserve the right to exclude subsequent payments and purchase payment credits
paid in the last five years before exercise of the benefit in the calculation of
the  Guaranteed  Income  Benefit  Base. We would do so only if such payments and
credits total $50,000 or more or if they are 25% or more of total  payments paid
into the contract.

If we exclude such  payments and credits,  the  Guaranteed  Income  Benefit Base
would be calculated as the greatest of:

(a)  contract  value less "market value  adjusted  prior 5 years of payments and
     purchase payment credits"

(b)  total payments and purchase  payment credits less prior 5 years of payments
     and purchase payment credits, less adjusted partial withdrawals

(c)  the  Variable  Account  6% Floor,  less the "6%  adjusted  prior 5 years of
     payments and purchase payment credits"

"Market value adjusted prior 5 years of payments and purchase  payment  credits"
are  calculated  as the sum of each such  payment or credit,  multiplied  by the
ratio of the current  contract  value over the estimated  contract  value on the
anniversary prior to such payment or credit. We calculate the estimated contract
value at such  anniversary  by  assuming  that  payments,  credits  and  partial
withdrawals occurring in a contract year take place at the beginning of the year
for that anniversary and every year after that to the current contract year.

"6%  Adjusted  prior 5 years of  payments  and  purchase  payment  credits"  are
calculated as the sum of each payment or payment  credit  accumulated  at 6% for
the number of full contract years they have been in the contract.

Conditions on election of the rider:

o    you must elect the rider at the time you purchase your contract,

o    you must elect either the Maximum anniversary value death benefit or the 5%
     Accumulation death benefit and

o    the annuitant must be age 75 or younger on the contract date.

Fund selection to continue the rider: You may allocate your purchase payments to
any of the subaccounts or the fixed accounts.  However,  we reserve the right to
limit the amount in the AXP(SM)  Variable  Portfolio -- Cash  Management Fund to
10% of the total amount in the subaccounts.  If we are required to activate this
restriction,  and you have more than 10% of your subaccount  value in this fund,
we will send you notice and ask that you reallocate  your contract value so that
the  limitation is satisfied  within 60 days. If after 60 days the limitation is
not satisfied, the rider will be terminated.

Exercising the rider:

o    you may  only  exercise  the  rider  within  30  days  after  any  contract
     anniversary  following the  expiration of a seven-year  waiting period from
     the effective date of the rider, and

o    the annuitant on the  retirement  date must be between 50 and 86 years old,
     and

o    you can only take an annuity payout in one of the following  annuity payout
     plans:

   -- Plan A -- Life Annuity -- no refund

   -- Plan B -- Life Annuity with ten years certain

   -- Plan D -- Joint and last survivor life annuity -- no refund

<PAGE>

Terminating the rider:

o    You may terminate the rider within 30 days after the first  anniversary  of
     the effective date of the rider.

o    You may terminate the rider any time after the seventh  anniversary  of the
     effective date of the rider.

o    The rider will  terminate on the date you make a full  withdrawal  from the
     contract,  or annuity payouts begin, or on the date that a death benefit is
     payable.

o    The rider will terminate on the contract  anniversary after the annuitant's
     86th birthday.

Example:

o    The contract is purchased with a payment of $100,000 on Jan. 1, 2000, and a
     $4,000 purchase payment credit is added to the contract.

o    There are no additional purchase payments and no partial withdrawals.

o    The money is fully allocated to the subaccounts.

o    The  annuitant is male and age 55 on the contract  date.  For the joint and
     last survivor option (annuity payout Plan D), the joint annuitant is female
     and age 55 on the contract date.

o    The contract is within 30 days after contract anniversary.

If the Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) is
exercised,  the minimum fixed annuity  monthly payout or the first year variable
annuity monthly payout would be:
<TABLE>
<CAPTION>

                                                                                   Fixed Annuity Payout Options
                                                                                 Minimum Guaranteed Annual Income

                                                                           Plan A --         Plan B --              Plan D --
                                                                        Life Annuity -  Life Annuity with   Joint and last survivor
 Contract Anniversary At Exercise   Guaranteed Income Benefit Base        no refund     ten years certain  life annuity - no refund
            <S>                             <C>                          <C>                <C>               <C>

            10                              $186,248                        $970.35           $944.28            $772.93

            15                              $249,242                      $1,485.48         $1,415.69          $1,149.00
</TABLE>

After the first year payments,  lifetime income  payments on a variable  annuity
payout option will depend on the investment  performance of the  subaccounts you
select. The payments will be higher if investment  performance is greater than a
5% annual  return and lower if investment  performance  is less than a 5% annual
return.

8% PERFORMANCE CREDIT RIDER

If this rider is available in your state,  you may choose to add this benefit to
your  contract  at  issue.  You  cannot  select  this  rider if you  select  the
Guaranteed  Minimum Income Benefit Rider (6%  Accumulation  Benefit Base).  This
feature  provides  certain  benefits if your  contract  value has not reached or
exceeded  a target  value (as  defined  below) on the  seventh  and tenth  rider
anniversaries.

Your benefits under this rider are as follows:

(a)  if on the seventh rider  anniversary,  your  contract  value has not met or
     exceeded the target value,  we will make a credit to your contract equal to
     3% of your  purchase  payments and purchase  payment  credits less adjusted
     partial withdrawals, purchase payments and purchase payment credits made in
     the prior five years; and

(b)  if on the  tenth  rider  anniversary,  your  contract  value has not met or
     exceeded  the  target  value,  we will  make an  additional  credit to your
     contract equal to 5% of your purchase payments and purchase payment credits
     less adjusted partial  withdrawals,  purchase payments and purchase payment
     credits made in the prior five years.

<PAGE>

On the tenth rider anniversary and every ten years thereafter while you have the
contract,  the ten year calculation  period restarts.  We use the contract value
(after any credits) on that contract anniversary as the initial purchase payment
for the calculation of the target value and any credit.  Additional  credits may
then be made at the end of each ten year period as described above.

In some  instances,  we may allow you to add this rider if it was not  available
when you initially purchased your contract. In these instances we would add this
rider  at the  next  contract  anniversary  with  the  contract  value  at  that
anniversary reflected as the initial purchase payment for the calculation of the
target value and any credit.

Target  value:  The target  value  accumulates  purchase  payments  and purchase
payment  credits  at an  annual  interest  rate  of 8%  until  the  tenth  rider
anniversary less adjusted  partial  withdrawals also accumulated at 8% until the
tenth rider anniversary.

Adjusted partial withdrawals:  We calculate the adjusted partial withdrawals for
the 8%  Performance  Credit Rider for each partial  withdrawal as the product of
(a) times (b) where:

     (a)  is the  ratio of the  amount  of  partial  withdrawal  (including  any
          applicable  withdrawal  charge) to the  contract  value on the date of
          (but prior to) the partial withdrawal, and

     (b)  is the  Target  Value  on the  date of  (but  prior  to)  the  partial
          withdrawal.

Reset option: You can elect to lock in the growth in your contract by restarting
the  ten-year  period on any contract  anniversary.  If you elect to restart the
calculation  period,  the  contract  value  on the  restart  date is used as the
initial purchase payment for the calculation of the target value and any credit.
The next ten year calculation period will then restart at the end of the new ten
year period from the most recent  restart  date. We must receive your request to
restart the calculation period within 30 days after a contract anniversary.

Fund selection to continue the rider: You may allocate your purchase payments to
any of the subaccounts or the fixed accounts.  However,  we reserve the right to
limit the amount in the fixed accounts and the AXP(SM)  Variable  Portfolio Cash
Management  Fund to 10% of the  contract  value.  If we are required to activate
this  restriction  and you have  more than 10% of your  contract  value in these
accounts,  we will send you notice and ask you that you reallocate your contract
value so that  the  limitation  is  satisfied  in 60 days.  If after 60 days the
limitation is not satisfied, we will terminate the rider.

Terminating the rider:

o    You may terminate the rider within 30 days following the first  anniversary
     after the effective date of the rider.

o    You may terminate the rider within 30 days following the tenth  anniversary
     of the latest of the effective date of the rider or the last reset date.

o    The rider will  terminate on the date you make a full  withdrawal  from the
     contract,  or annuity payouts begin, or on the date that a death benefit is
     payable.



<PAGE>


Example:

o    The contract is purchased with a payment of $100,000 on January 1, 2000 and
     a $4,000 purchase payment credit is added to the contract.

o    There are no additional purchase payments and no partial withdrawals.

o    On January 1, 2007, the contract value is $150,000.

o    The credit on January 1, 2007 is determined as:

     Target Value on January 1, 2007 =
     104,000 x (1.08)^7 = 104,000 x 1.71382 =         $178,237.72

     As the target value of  $178,237.72  is greater than the contract  value of
     $150,000,  a credit is made to the  contract  equal to $3,120 (or 3% of the
     purchase  payment and credits of $104,000).  Your total  contract  value on
     that date is $153,120.

o  On January 1, 2010, the contract value is $220,000.

o  The credit on January 1, 2010 is determined as:

     Target Value on January 1, 2010 =
     $104,000 x (1.08)^10 = $104,000 x 2.158924 =     $224,528.20

     As the target value of  $224,528.20  is greater than the contract  value of
     $220,000,  a credit is made to the  contract  equal to $5,200 (or 5% of the
     purchase  payment and credits of $104,000).  Your total  contract  value on
     that date is $225,200.

o    The benefit  automatically  restarts  on January 1, 2010 with the  "initial
     payment" equal to $225,200 and the credit  determination made on January 1,
     2017 and January 1, 2020.

<PAGE>

Withdrawals

You may withdraw all or part of your contract at any time before annuity payouts
begin by  sending  us a written  request or  calling  us. We will  process  your
withdrawal  request on the valuation date we receive it. For total  withdrawals,
we will compute the value of your contract at the next  accumulation  unit value
calculated after we receive your request. We may ask you to return the contract.
You may have to pay charges (see  "Charges")  and IRS taxes and  penalties  (see
"Taxes").  You cannot make withdrawals  after annuity payouts begin except under
Plan E (see "The Annuity Payout Period -- Annuity payout plans").

WITHDRAWAL POLICIES

If you have a  balance  in more  than one  account  and you  request  a  partial
withdrawal,  we will withdraw money from all your  subaccounts  and/or the fixed
accounts in the same proportion as your value in each account correlates to your
total contract value, unless you request otherwise.

RECEIVING PAYMENT

By regular or express mail:

o  payable to owner;

o  mailed to address of record.

   NOTE: We will charge you a fee if you request express mail delivery.

Normally,  we will send the  payment  within  seven  days after  receiving  your
request. However, we may postpone the payment if:

- -- the withdrawal amount includes a purchase payment check that has not cleared;

- -- the NYSE is closed, except for normal holiday and weekend closings;

- -- trading on the NYSE is restricted, according to SEC rules;

- -- an emergency, as defined by SEC rules, makes it impractical to sell
   securities or value the net assets of the accounts; or

- -- the SEC permits us to delay payment for the protection of security holders.

Changing Ownership

You may change ownership of your nonqualified  annuity at any time by completing
a change of ownership  form we approve and sending it to our office.  The change
will  become  binding  upon us when we receive  and record it. We will honor any
change  of  ownership  request  that we  believe  is  authentic  and we will use
reasonable procedures to confirm authenticity. If we follow these procedures, we
will not take any responsibility for the validity of the change.

If you have a  nonqualified  annuity,  you may incur  income  tax  liability  by
transferring, assigning or pledging any part of it. (See "Taxes.")

If you have a qualified annuity, you may not sell, assign, transfer, discount or
pledge  your  contract  as  collateral  for a  loan,  or  as  security  for  the
performance  of an  obligation  or for any other  purpose  except as required or
permitted  by the Code.  However,  if the owner is a trust or  custodian,  or an
employer  acting  in  a  similar  capacity,  ownership  of  a  contract  may  be
transferred to the annuitant.

<PAGE>

Benefits in Case of Death

There are three death benefit  options under this  contract:  Option A - Maximum
anniversary  value death  benefit,  Option B - Value  option  return of purchase
payment death benefit rider, and Option C - 5% Accumulation death benefit rider.
If  either  you or the  annuitant  are age 80 or older (in most  states)  on the
contract date,  Option B will apply. If both you and the annuitant are age 79 or
younger (in most states) on the contract  date, you can elect Option A, Option B
or Option C on your application. Once you elect an option, you cannot change it.
We show the option that applies in your contract.

Under all  options we will pay the death  benefit to your  beneficiary  upon the
earlier of your death or the annuitant's  death.  The benefit paid will be based
on the death benefit  coverage you select when you purchased the contract.  If a
contract has more than one person as the owner,  we will pay  benefits  upon the
first to die of any owner or the  annuitant.  If you own the  contract  in joint
tenancy with rights of survivorship,  we will pay benefits upon the first to die
of either you or the annuitant.

OPTION A -- MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT

Available if you and the annuitant  are age 79 or younger on the contract  date.
If you or the annuitant die before annuity  payouts begin while this contract is
in force, we will pay the beneficiary the greatest of the following amounts less
any purchase payment credits added in the last 12 months:

1.   the contract value; or

2.   the total purchase payments paid plus purchase payment credits and less any
     "adjusted partial withdrawals"; or

3.   the "maximum  anniversary  value"  immediately  preceding the date of death
     plus the dollar amount of any payments since that anniversary plus purchase
     payment  credits and minus any "adjusted  partial  withdrawals"  since that
     anniversary.

Maximum  anniversary  value:  Each contract  anniversary prior to the earlier of
your or the annuitant's 81st birthday,  we calculate the anniversary value which
is the greater of:

   (a) the contract value on that anniversary; or

   (b) total  purchase  payments  made to the  contract  plus  purchase  payment
       credits and minus any "adjusted partial withdrawals".

The "maximum  anniversary  value" is equal to the greatest of these  anniversary
values.

Adjusted partial withdrawals: We calculate an "adjusted partial withdrawal " for
each partial withdrawal as the product of (a) times (b) where:

(a)  is the  ratio  of the  amount  of the  partial  withdrawal  (including  any
     applicable  withdrawal  charge) to the  contract  value on the date of (but
     prior to) the partial withdrawal; and

(b)  is the death benefit on the date of (but prior to) the partial withdrawal.

After your or the annuitant's 81st birthday,  the death benefit  continues to be
the death  benefit  value as of that  date,  plus any  subsequent  payments  and
purchase payment credits and minus any "adjusted partial withdrawals."

<PAGE>

Example:

o    You purchase the contract with a payment of $25,000 on Jan. 1, 2000. We add
     a purchase payment credit of $750 to the contract.

o    On Jan. 1, 2001 (the first contract  anniversary)  the contract value grows
     to $29,000.

o    On March 1, 2001 the  contract  value falls to $27,000,  at which point you
     take a $1,500 partial withdrawal, leaving a contract value of $25,500.

We calculate the death benefit on March 1, 2001 as follows:

The "maximum anniversary value":                          $29,000.00

(the greatest of the anniversary values which was
 the contract value on Jan. 1, 2001)

plus any purchase payments paid since that anniversary:   +     0.00

minus any "adjusted partial withdrawal" taken since that
anniversary, calculated as:   1,500 x 29,000           =  - 1,611.11
                                  27,000

for a death benefit of:                                   $27,388.89

OPTION B -- VALUE OPTION RETURN OF PURCHASE PAYMENT DEATH  BENEFIT RIDER

If you and the  annuitant  are age 79 or younger on the contract  date,  you may
choose to add this benefit to your contract.  If you or the annuitant are age 80
or older on the contract date you will automatically receive this death benefit.
This rider  provides that if you or the annuitant  dies before  annuity  payouts
begin while this contract is in force,  we will pay the beneficiary the greatest
of the following amounts:

   1. the contract value; or

   2. the total purchase payments paid minus "adjusted partial withdrawals".

Example:

o  You purchase the contract with a payment of $100,000.

o  On January 1, 2001, you make an additional payment of $20,000.

o  On March 1, 2001, the contract value is $110,000 and you take a $10,000
   withdrawal.

o  On March, 1, 2002, the contract value is $105,000.

We calculate the death benefit on March 1, 2002, as follows:

     Total purchase payments paid:                 $120,000.00
     Minus "adjusted partial withdrawals"
     calculated as: 10,000 x 120,000         =    -  10,909.09
                   _________________
                      110,000

     for a death benefit of:                       $109,090.91

<PAGE>

Option C -- 5% ACCUMULATION DEATH BENEFIT RIDER

If this optional rider is available in your state and both you and the annuitant
are age 79 or younger on the contract  date,  you may choose to add this benefit
to you contract.  This optional  rider provides that if you or the annuitant die
before  annuity  payouts begin while this contract is in force,  we will pay the
beneficiary  the greatest of the  following  amounts  less any purchase  payment
credits added in the last 12 months:

1.   the contract value; or

2.   the total purchase payments paid plus purchase payment credits and less any
     "adjusted partial withdrawals"; or

3.   the Variable account 5% floor

We calculate the "adjusted  partial  withdrawals" as described above except that
only the benefit in number two is taken into account.

The Variable account 5% floor

The Variable account 5% floor is the sum of the value in the fixed accounts plus
the variable account floor. On each contract anniversary prior to the earlier of
your or the annuitant's 81st birthday, we increase the variable account floor by
accumulating  the  prior  anniversary's  floor  at  5%.  On the  first  contract
anniversary,  the floor is increased by 5% of the accumulated  initial  purchase
payments plus purchase payment credits allocated to the subaccounts.  On any day
that you  allocate  additional  amounts to, or  withdraw  or  transfer  from the
subaccounts,   we  adjust  the  floor  by  adding  the  additional  amounts  and
subtracting the "adjusted partial withdrawals" or "adjusted transfers."

After  the  contract  anniversary  immediately  following  either  your  or  the
annuitant's  81st  birthday,  the  Variable  account  floor is the floor on that
anniversary  increased by additional  amounts allocated to the subaccounts since
that  anniversary  plus  purchase  payment  credits and reduced by any "adjusted
partial withdrawals" since that anniversary.

For  the  Variable  account  5%  floor,  we  calculate  the  "adjusted   partial
withdrawals" or "adjusted transfers" as the result of (a) times (b) where:

(a)  is the ratio of the amount of withdrawal (including any withdrawal charges)
     or transfer from the  subaccounts to the total value in the  subaccounts on
     the date of (but prior to) the withdrawal or transfer.

(b)  is the variable  account floor on the date of (but prior to) the withdrawal
     or transfer.

Example:

o    You purchase the contract  with a payment of $25,000 on Jan. 1, 2000 and we
     add a $750 purchase payment credit to the contract with $5,100 allocated to
     the one-year fixed account and $20,650 allocated to the subaccounts.

o    On Jan.  1, 2001 (the  first  contract  anniversary),  the  one-year  fixed
     account value is $5,200 and the subaccount value is $17,000. Total contract
     value is $23, 200.

o    On March 1,  2001,  the  one-year  fixed  account  value is $5,300  and the
     subaccount  value is $19,000.  Total contract value is $24,300.  You take a
     $1,500 partial  withdrawal all from the  subaccounts,  leaving the contract
     value at $22,800.

<PAGE>

We calculate the death benefit on March 1, 2001 as follows:

The variable account floor on Jan. 1, 2001,
calculated as:               1.05   x   20,650     =       $21,682.50

plus any purchase payments paid since that anniversary: +        0.00

minus any "adjusted partial withdrawals" from the
subaccounts, calculated as:  1,500  x   21,682.50  =
                             --------------------
                                 19,000                  -  $1,711.78
                                                           -----------
Variable account floor benefit                             $19,970.72

plus the one-year fixed account value                     +  5,300.00
                                                           -----------
for a death benefit of:                                   $ 25,270.72
                                                           ===========
If your spouse is sole  beneficiary and you die before the retirement date, your
spouse may keep the contract as owner with the contract value equal to the death
benefit that would have otherwise been paid. To do this your spouse must, within
60 days after we receive proof of death,  give us written  instructions  to keep
the contract in force.  There will be no withdrawal charges on the contract from
that point forward unless additional  purchase payments are made. The Guaranteed
Minimum Income Benefit Rider (6%  Accumulation  Benefit Base),  if selected,  is
then terminated.

Payments:  Under a nonqualified annuity, we will pay the beneficiary in a single
sum unless you give us other written instructions.  We must fully distribute the
death benefit  within five years of your death.  However,  the  beneficiary  may
receive payouts under any annuity payout plan available under this contract if:

o    the beneficiary asks us in writing within 60 days after we receive proof of
     death; and

o    payouts  begin no later than one year after  your  death,  or other date as
     permitted by the Code; and

o    the payout  period does not extend  beyond the  beneficiary's  life or life
     expectancy.

When paying the  beneficiary,  we will process the death claim on the  valuation
date  our  death  claim  requirements  are  fulfilled.  We  will  determine  the
contract's value at the next  accumulation unit value calculated after our death
claim  requirements  are  fulfilled.  We pay interest,  if any, from the date of
death at a rate no less  than  required  by law.  We will  mail  payment  to the
beneficiary within seven days after our death claim requirements are fulfilled.

Other rules may apply to qualified annuities. (See "Taxes.")

<PAGE>

The Annuity Payout Period

As owner of the  contract,  you have the right to decide how and to whom annuity
payouts will be made starting at the retirement  date. You may select one of the
annuity  payout plans outlined  below,  or we may mutually agree on other payout
arrangements.  We do not deduct any  withdrawal  charges  under the payout plans
listed below.

You also  decide  whether we will make  annuity  payouts on a fixed or  variable
basis, or a combination of fixed and variable. The amounts available to purchase
payouts under the plan you select is the contract value on your  retirement date
(less any applicable premium tax). You may reallocate this contract value to the
one-year  fixed  account  to  provide  fixed  dollar  payouts  and/or  among the
subaccounts  to provide  variable  annuity  payouts.  During the annuity  payout
period, we reserve the right to limit the number of subaccounts in which you may
invest.  The  Guarantee  Period  Accounts are not  available  during this payout
period.

Amounts of fixed and variable payouts depend on:

o  the annuity payout plan you select;

o  the annuitant's age and, in most cases, sex;

o  the annuity table in the contract; and

o  the amounts you allocated to the accounts at the settlement.

In  addition,  for  variable  payouts  only,  amounts  depend on the  investment
performance of the subaccounts you select. These payouts will vary from month to
month because the performance of the funds will fluctuate. (In the case of fixed
annuities, payouts remain the same from month to month.)

For information with respect to transfers between accounts after annuity payouts
begin, see "Making the Most of Your Contract -- Transfer policies."

ANNUITY TABLE

The annuity table in your contract shows the amount of the first monthly payment
for each $1,000 of contract value according to the age and, when applicable, the
sex of the  annuitant.  (Where  required by law,  we will use a unisex  table of
settlement  rates.) The table assumes that the contract value is invested at the
beginning of the annuity  payout period and earns a 5% rate of return,  which is
reinvested and helps to support future payouts.

SUBSTITUTION OF 3.5% TABLE

If you ask us at least 30 days before the retirement date, we will substitute an
annuity table based on an assumed 3.5%  investment  rate for the 5% table in the
contract.  The  assumed  investment  rate  affects  both the amount of the first
payout and the extent to which subsequent  payouts  increase or decrease.  Using
the 5% table  results  in a higher  initial  payment,  but  later  payouts  will
increase  more slowly when annuity  unit values rise and  decrease  more rapidly
when they decline.

<PAGE>

ANNUITY PAYOUT PLANS

You may  choose  any one of these  annuity  payout  plans by giving  us  written
instructions  at least 30 days before  contract  values are used to purchase the
payout plan:

o    Plan A -- Life  annuity -- no refund:  We make  monthly  payouts  until the
     annuitant's death.  Payouts end with the last payout before the annuitant's
     death.  We will  not make  any  further  payouts.  This  means  that if the
     annuitant dies after we made only one monthly payout,  we will not make any
     more payouts.

o    Plan B -- Life annuity with five, ten or 15 years certain:  We make monthly
     payouts for a guaranteed  payout  period of five,  ten or 15 years that you
     elect.  This election will determine the length of the payout period to the
     beneficiary if the annuitant  should die before the elected period expires.
     We calculate the guaranteed  payout period from the retirement date. If the
     annuitant  outlives the elected  guaranteed payout period, we will continue
     to make payouts until the annuitant's death.

o    Plan C -- Life annuity -- installment refund: We make monthly payouts until
     the  annuitant's  death,  with our guarantee that payouts will continue for
     some period of time. We will make payouts for at least the number of months
     determined  by dividing the amount  applied  under this option by the first
     monthly payout, whether or not the annuitant is living.

o    Plan D -- Joint  and last  survivor  life  annuity  -- no  refund:  We make
     monthly  payouts while both the annuitant and a joint annuitant are living.
     If either  annuitant  dies, we will continue to make monthly payouts at the
     full amount until the death of the  surviving  annuitant.  Payouts end with
     the death of the second annuitant.

o    Plan E -- Payouts for a specified  period:  We make  monthly  payouts for a
     specific  payout  period of ten to 30 years  that you  elect.  We will make
     payouts  only for the number of years  specified  whether the  annuitant is
     living or not.  Depending on the selected  time period,  it is  foreseeable
     that an annuitant can outlive the payout period selected. During the payout
     period,  you can  elect  to have us  determine  the  present  value  of any
     remaining  variable  payouts and pay it to you in a lump sum. We  determine
     the present  value of the  remaining  annuity  payouts which are assumed to
     remain  level  at the  initial  payment.  The  discount  rate we use in the
     calculation  will vary between 5.36% and 6.86%  depending on the applicable
     assumed  investment rate. (See "Charges -- Withdrawal  charge under Annuity
     Payout Plan E"). You can also take a portion of the discounted value once a
     year. If you do so, your monthly  payouts will be reduced by the proportion
     of your  withdrawal  to the full  discounted  value.  A 10% IRS penalty tax
     could apply if you take a withdrawal. (See "Taxes").

Restrictions  for  some  tax-deferred  retirement  plans:  If  you  purchased  a
qualified annuity, you may be required to select a payout plan that provides for
payouts:

o  over the life of the annuitant;

o  over the joint lives of the annuitant and a designated beneficiary;

o  for a period not exceeding the life expectancy of the annuitant; or

o  for a period not exceeding the joint life expectancies of the annuitant and a
   designated beneficiary.

You have the  responsibility  for electing a payout plan that complies with your
contract and with applicable law.

<PAGE>

If we do not receive instructions: You must give us written instructions for the
annuity payouts at least 30 days before the annuitant's  retirement date. If you
do not, we will make payouts under Plan B, with 120 monthly payouts  guaranteed.
Contract  values that you  allocated to the one-year  fixed account will provide
fixed  dollar  payouts  and  contract   values  that  you  allocated  among  the
subaccounts will provide variable annuity payouts.

If  monthly  payouts  would be less than $20:  We will  calculate  the amount of
monthly  payouts  at the time the  contract  value is used to  purchase a payout
plan. If the  calculations  show that monthly payouts would be less than $20, we
have the right to pay the  contract  value to you in a lump sum or to change the
frequency of the payouts.

DEATH AFTER ANNUITY PAYOUTS BEGIN

If you or the annuitant die after annuity  payouts begin, we will pay any amount
payable to the beneficiary as provided in the annuity payout plan in effect.

Taxes

Generally,  under current law, your contract has a tax deferral feature. That is
any increase in the value of the fixed accounts and/or  subaccounts in which you
invest is  taxable  to you only when you  receive  a payout or  withdrawal  (see
detailed  discussion  below).  Any  portion  of  the  annuity  payouts  and  any
withdrawals you request that represent ordinary income are normally taxable.  We
will send you a tax  information  reporting form for any year in which we made a
taxable  distribution  according  to our  records.  Roth  IRAs  may  grow and be
distributed tax free if you meet certain distribution requirements.

Qualified annuities: Your contract may be used to fund a tax-deferred retirement
plan that is already  tax-deferred under the Code. The contract will not provide
any necessary or additional tax deferral if it is used to fund a retirement plan
that is tax-deferred. Special rules apply to these retirement plans. Your rights
to benefits may be subject to the terms and conditions of these retirement plans
regardless of the terms of the contract.

Adverse tax  consequences  may result if you do not ensure  that  contributions,
distributions  and other  transactions  under the contract  comply with the law.
Qualified  annuities have minimum  distribution rules that govern the timing and
amount of  distributions  during your life (except for Roth IRAs) and after your
death. You should refer to your retirement plan or adoption agreement or consult
a tax advisor for more information about your distribution rules.

Annuity payouts under nonqualified  annuities:  A portion of each payout will be
ordinary  income  and  subject  to tax,  and a portion  of each  payout  will be
considered  a return  of part of your  investment  and will  not be  taxed.  All
amounts you receive  after your  investment  in the contract is fully  recovered
will be subject to tax.

Tax law requires that all  nonqualified  deferred  annuities  issued by the same
company (and possibly its  affiliates)  to the same owner during a calendar year
be taxed as a single,  unified contract when you take distributions from any one
of those contracts.

<PAGE>

Annuity payouts under qualified  annuities (except Roth IRAs): Under a qualified
annuity,  the entire payout  generally is  includable as ordinary  income and is
subject to tax except to the extent that  contributions were made with after-tax
dollars.  If you or your employer  invested in your contract with  deductible or
pre-tax dollars as part of a tax-deferred  retirement plan, such amounts are not
considered to be part of your  investment in the contract and will be taxed when
paid to you.

Purchase  payment  credits and 8% Performance  Credit Rider  credits:  These are
considered earnings and are taxed accordingly.

Withdrawals:  If you withdraw part or all of your  contract  before your annuity
payouts  begin,  your  withdrawal  payment  will be taxed to the extent that the
value  of  your  contract   immediately   before  the  withdrawal  exceeds  your
investment.  You also may have to pay a 10% IRS penalty for withdrawals you make
before  reaching  age 591/2  unless  certain  exceptions  apply.  For  qualified
annuities,  other  penalties may apply if you withdraw your contract before your
plan specifies that you can receive payouts.

Death benefits to  beneficiaries:  The death benefit under a contract  (except a
Roth  IRA)  is  not  tax-exempt.  Any  amount  your  beneficiary  receives  that
represents  previously  deferred  earnings  within  the  contract  is taxable as
ordinary income to the beneficiary in the years he or she receives the payments.
The death benefit  under a Roth IRA generally is not taxable as ordinary  income
to the beneficiary if certain distribution requirements are met.

Annuities  owned by  corporations,  partnerships  or  trusts:  For  nonqualified
annuities  any annual  increase in the value of annuities  held by such entities
generally will be treated as ordinary  income  received  during that year.  This
provision is effective for purchase payments made after Feb. 28, 1986.  However,
if the trust was set up for the  benefit of a natural  person  only,  the income
will remain tax-deferred.

Penalties:  If you receive amounts from your contract before reaching age 591/2,
you may have to pay a 10% IRS penalty on the amount  includable in your ordinary
income.  However,  this penalty will not apply to any amount  received by you or
your beneficiary:

o    because of your death;

o    because you become disabled (as defined in the Code);

o    if the  distribution  is part of a series of  substantially  equal periodic
     payments,  made at least  annually,  over your life or life  expectancy (or
     joint lives or life expectancies of you and your beneficiary); or

o    if it is  allocable  to an  investment  before Aug.  14,  1982  (except for
     qualified annuities).

For a qualified  annuity,  other  penalties or exceptions  may apply if you make
withdrawals  from your contract  before your plan  specifies that payouts can be
made.

<PAGE>

Withholding, generally: If you receive all or part of the contract value, we may
deduct  withholding  against  the taxable  income  portion of the  payment.  Any
withholding  represents  a  prepayment  of your tax due for the  year.  You take
credit for these amounts on your annual tax return.

If the  payment is part of an annuity  payout  plan,  we  generally  compute the
amount of withholding using payroll tables.  You may provide us with a statement
of how many exemptions to use in calculating the withholding.  As long as you've
provided  us with a valid  Social  Security  Number or  Taxpayer  Identification
Number, you can elect not to have any withholding occur.

If the  distribution  is any other  type of  payment  (such as a partial or full
withdrawal), we compute withholding using 10% of the taxable portion. Similar to
above,  as long as you have provided us with a valid Social  Security  Number or
Taxpayer  Identification  Number,  you can elect  not to have  this  withholding
occur.

Some  states  also  impose  withholding  requirements  similar  to  the  federal
withholding  described  above.  If this should be the case,  we may deduct state
withholding  from any  payment  from which we deduct  federal  withholding.  The
withholding  requirements  may  differ if we are  making  payment  to a non-U.S.
citizen or if we deliver the payment outside the United States.

Transfer of ownership of a nonqualified  annuity: If you transfer a nonqualified
annuity without  receiving  adequate  consideration,  the transfer is a gift and
also may be a  withdrawal  for  federal  income tax  purposes.  If the gift is a
currently  taxable  event for income tax  purposes,  the original  owner will be
taxed on the amount of deferred  earnings at the time of the  transfer  and also
may be subject to the 10% IRS penalty discussed  earlier.  In this case, the new
owner's investment in the contract will be the value of the contract at the time
of the transfer.

Collateral  assignment of a nonqualified  annuity: If you collaterally assign or
pledge your contract, earnings on purchase payments you made after Aug. 13, 1982
will be taxed to you like a withdrawal.

Important: Our discussion of federal tax laws is based upon our understanding of
current   interpretations   of  these   laws.   Federal   tax  laws  or  current
interpretations of them may change. For this reason and because tax consequences
are complex and highly  individual and cannot always be anticipated,  you should
consult a tax advisor if you have any questions about taxation of your contract.

Tax qualification: We intend that the contract qualify as an annuity for federal
income tax  purposes.  To that end,  the  provisions  of the  contract are to be
interpreted to ensure or maintain such tax qualification,  in spite of any other
provisions  of the  contract.  We  reserve  the right to amend the  contract  to
reflect any  clarifications  that may be needed or are  appropriate  to maintain
such  qualification or to conform the contract to any applicable  changes in the
tax qualification requirements. We will send you a copy of any amendments.

<PAGE>

Voting Rights

As a  contract  owner  with  investments  in the  subaccounts,  you may  vote on
important fund policies until annuity payouts begin. Once they begin, the person
receiving  them has voting  rights.  We will vote fund shares  according  to the
instructions of the person with voting rights.

Before  annuity  payouts  begin,  the number of votes you have is  determined by
applying  your  percentage  interest in each  subaccount  to the total number of
votes allowed to the subaccount.

After annuity payouts begin, the number of votes you have is equal to:

o  the reserve held in each subaccount for your contract;

o  divided by the net asset value of one share of the applicable fund.

As we make annuity payouts,  the reserve for the contract decreases;  therefore,
the number of votes also will decrease.

We  calculate  votes  separately  for each  subaccount.  We will send  notice of
shareholders'  meetings,  proxy materials and a statement of the number of votes
to which  the  voter is  entitled.  We will  vote  shares  for which we have not
received  instructions in the same proportion as the votes for which we received
instructions.  We also will vote the shares for which we have  voting  rights in
the same proportion as the votes for which we received instructions.

Substitution of Investments

We may substitute the funds in which the subaccounts invest if:

o  laws or regulations change,

o  existing funds become unavailable, or

o  in our judgment, the funds no longer are suitable for the subaccounts.

If any of these situations occur and if we believe it is in the best interest of
persons having voting rights under the contract, we have the right to substitute
funds other than those currently listed in this prospectus for other funds.

We may also:

o  add new subaccounts;

o  combine any two or more subaccounts;

o  add subaccounts investing in additional funds;

o  transfer assets to and from the subaccounts or the variable account; and

o  eliminate or close any subaccounts.

In the event of substitution or any of these changes,  we may amend the contract
and take whatever  action is necessary and  appropriate  without your consent or
approval.  However,  we will not make any  substitution  or change  without  the
necessary  approval of the SEC and state insurance  departments.  We will notify
you of any substitution or change.

<PAGE>

About the Service Providers

PRINCIPAL UNDERWRITER

American  Express  Financial  Advisors  Inc.  (AEFA)  serves  as  the  principal
underwriter  for the  contract.  Its offices  are  located at 200 AXP  Financial
Center,  Minneapolis,  MN 55474.  AEFA is a wholly-owned  subsidiary of American
Express  Financial  Corporation  (AEFC) which is a  wholly-owned  subsidiary  of
American Express Company.

The contracts  will be  distributed  by  broker-dealers  which have entered into
distribution agreements with AEFA and American Enterprise Life.

We pay commissions  for sales of the contracts of up to 7% of purchase  payments
to  insurance  agencies  or  broker-dealers  that are also  insurance  agencies.
Sometimes we pay the  commissions  as a combination  of a certain  amount of the
commission  at the time of sale and a trail  commission  (which,  when  totaled,
could exceed 7% of purchase payments).  In addition,  we may pay certain sellers
additional  compensation for selling and  distribution  activities under certain
circumstances.  From  time to time,  we will  pay or  permit  other  promotional
incentives, in cash or credit or other compensation.

Other  contracts  issued by American  Enterprise  Life that are not described in
this  prospectus  may  be  available  through  your  sales  representative.  The
features,  investment options, sales charges and expenses of the other contracts
are different than those of this contract.  Therefore, the contract values under
the other  contracts  may be  different  than your  contract  value  under  this
contract.  In addition,  sales commissions for the other contracts may be higher
or lower than sales commissions for this contract.

ISSUER

American  Enterprise  Life issues the annuities.  American  Enterprise Life is a
wholly-owned subsidiary of IDS Life, which is a wholly-owned subsidiary of AEFC.
AEFC is a wholly-owned subsidiary of American Express Company.  American Express
Company is a financial services company principally engaged through subsidiaries
(in  addition  to AEFC) in travel  related  services,  investment  services  and
international banking services.

American  Enterprise  Life is a stock life insurance  company  organized in 1981
under the laws of the state of Indiana.  Its administrative  offices are located
at 829 AXP Financial Center, Minneapolis, MN 55474. Its statutory address is 100
Capitol  Center  South,  201  North  Illinois  Street,  Indianapolis,  IN 46204.
American Enterprise Life conducts a conventional life insurance business.

LEGAL PROCEEDINGS

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in which American  Enterprise Life and its affiliates do business
involving  insurers'  sales  practices,  alleged  agent  misconduct,  failure to
properly  supervise  agents and other matters.  IDS Life is a defendant in three
class  action  lawsuits  of this  nature.  American  Enterprise  Life is a named
defendant  in one of these  suits,  Richard W. and  Elizabeth  J.  Thoresen  vs.
American  Express  Financial  Corporation,  American  Centurion  Life  Assurance
Company,  American  Enterprise Life Insurance  Company,  American  Partners Life
Insurance Company,  IDS Life Insurance Company and IDS Life Insurance Company of
New York which was  commenced  in  Minnesota  State Court in October  1998.  The
action was brought by individuals  who purchased an annuity in a qualified plan.
The plaintiffs  allege that the sale of annuities in  tax-deferred  contributory
retirement  investment plans (e.g., IRAs) is never  appropriate.  The plaintiffs
purport  to  represent  a class  consisting  of all  persons  who  made  similar
purchases. The plaintiffs seek damages in an unspecified amount.

American Enterprise Life is included as a party to preliminary settlement of all
three class  action  lawsuits.  We believe  this  approach  will put these cases
behind us and provide a fair  outcome for our  clients.  Our  decision to settle
does not include any admission of  wrongdoing.  We do not  anticipate  that this
proposed settlement,  or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

<PAGE>

Additional Information About American Enterprise Life

Selected financial data

The following  selected  financial data for American  Enterprise  Life should be
read in conjunction with the financial statements and notes.

<TABLE>
<CAPTION>

<S>                                      <C>             <C>               <C>             <C>                 <C>
Years ended Dec. 31, (thousands)              1999              1998              1997             1996              1995

Net investment income                    $  322,746        $  340,219       $   332,268      $   271,719        $  223,706

Net gain/loss on investments                  6,565           (4,788)             (509)          (5,258)           (1,154)

Other                                         8,338             7,662             6,329            5,753             4,214

Total revenues                           $  337,649        $  343,093       $   338,088      $   272,214        $  226,766

Income before income taxes               $   50,662        $   36,421       $    44,958      $    35,735        $   33,440

Net income                               $   33,987        $   22,026       $    28,313      $    22,823        $   21,748

Total assets                             $ 4,603,343       $ 4,885,621      $  4,973,413     $  4,425,837       $ 3,570,960
</TABLE>

Management's  discussion  and  analysis of  financial  condition  and results of
operations

1999 Compared to 1998:

Net income increased 54 percent to $34 million in 1999,  compared to $22 million
in 1998.  Earnings growth resulted  primarily net realized gains of $6.6 million
in 1999, compared to net realized losses of $4.8 in 1998.

Income  before  income  taxes  totaled  $51 million in 1999,  compared  with $36
million in 1998.

Total investment  contract deposits received  decreased to $336 million in 1999,
compared with $348 million in 1998. This decrease is primarily due to a decrease
in sales of variable annuities in 1999.

Total revenues decreased to $338 million in 1999,  compared with $343 million in
1998. The decrease is primarily due to decreased net investment income which was
partially offset by an increase in realized gain on investments.  Net investment
income,  the largest  component of revenues,  decreased 5 percent from the prior
year, reflecting decreases in investments owned and investment yields.

Contractholder  charges  decreased 5 percent to $6.1  million in 1999,  compared
with $6.4 million in 1998, reflecting a decrease in fixed annuities inforce. The
Company  receives  mortality  and expense risk fees from the separate  accounts.
Mortality  and expense  risk fees  increased 77 percent to $2.3 million in 1999,
compared  with $1.3  million in 1998,  this  reflects  the  increase in separate
account assets.

Net realized  gain on  investments  was $6.6 million in 1999,  compared to a net
realized loss on  investments  of $4.8 million in 1998.  The net realized  gains
were primarily due to the sale of available for sale fixed maturity  investments
at a gain as well as a decrease in the  allowance for mortgage loan losses based
on management's regular evaluation of allowance adequacy.

Total  benefits and  expenses  decreased  slightly to $287 million in 1999.  The
largest  component  of  expenses,  interest  credited on  investment  contracts,
decreased to $209 million, reflecting a decrease in fixed annuities in force and
lower  interest  rates.   Amortization  of  deferred  policy  acquisition  costs
decreased to $43 million, compared to $54 million in 1998. This decrease was due
primarily  to  decreased  aggregate  amounts in force,  as well as the impact of
changing  prospective  assumptions  in 1998 based on actual lapse  experience on
certain fixed annuities.

<PAGE>

Other operating expenses  increased 46 percent to $35 million in 1999,  compared
to $24 million in 1998.  This increase is primarily  reflects  technology  costs
related to growth initiatives.

1998 Compared to 1997:

Net income decreased 22 percent to $22 million in 1998,  compared to $28 million
in  1997.  The  decrease  in  earnings  resulted  primarily  from  increases  in
amortization of deferred policy acquisition costs.

Income  before  income  taxes  totaled  $36 million in 1998,  compared  with $45
million in 1997.

Total  premiums and  investment  contract  deposits  received  decreased to $348
million in 1998,  compared with $802 million in 1997. This decrease is primarily
due to a  decrease  in sales  of fixed  annuities  in 1998,  reflecting  the low
interest rate environment.

Total revenues increased to $343 million in 1998,  compared with $338 million in
1997.  The increase is primarily due to increases in net  investment  income and
contractholder   charges.  Net  investment  income,  the  largest  component  of
revenues,  increased 2 percent  from the prior  year,  reflecting  increases  in
investments owned and investment yields.

Contractholder  charges,  increased 12 percent to $6.4 million in 1998, compared
with $5.7 million in 1997. The Company receives  mortality and expense risk fees
from the separate accounts.

Total  benefits  and  expenses  increased  4.6 percent to $307  million in 1998,
compared with 293 million in 1997. The largest  component of expenses,  interest
credited on  contractholders  investment  contracts,  decreased to $229 million,
reflecting  a decrease in fixed  annuities  in force and lower  interest  rates.
Amortization  of deferred  policy  acquisition  costs  increased to $54 million,
compared to $37 million in 1997.  This  increase was due primarily to the impact
of changing prospective  assumptions based on actual lapse experience on certain
fixed annuities.

Risk Management

The  sensitivity  analysis of the test of market risk discussed  below estimates
the  effects of  hypothetical  sudden and  sustained  changes in the  applicable
market  conditions on the ensuing year's  earnings based on year-end  positions.
The  market  changes,  assumed  to occur as of  year-end,  is a 100 basis  point
increase in market  interest rates.  Computations of the prospective  effects of
hypothetical  interest  rate  change  based on numerous  assumptions,  including
relative  levels of market  interest  rates as well as the  levels of assets and
liabilities.  The  hypothetical  changes and assumptions  will be different from
what  actually  occurs  in the  future.  Furthermore,  the  computations  do not
anticipate  actions that may be taken by management if the  hypothetical  market
changes actually occurred over time. As a result, actual earnings effects in the
future will differ from those quantified below.

The Company  primarily  invests in fixed income securities over a broad range of
maturities for the purpose of providing fixed annuity clients with a competitive
rate of return on their  investments  while  minimizing  risk,  and to provide a
dependable  and targeted  spread between the interest rate earned on investments
and the interest rate credited to  contractholders'  accounts.  The Company does
not invest in securities to generate trading profits.

The Company has an investment  committee that holds regularly scheduled meetings
and, when necessary,  special meetings. At these meetings, the committee reviews
models  projecting  different  interest  rate  scenarios  and  their  impact  on
profitability.  The objective of the  committee is to structure  the  investment
security portfolio based upon the type and behavior of products in the liability
portfolio so as to achieve targeted levels of profitability.

<PAGE>

Rates  credited to  contractholders'  accounts  are  generally  reset at shorter
intervals than the maturity of underlying investments. Therefore, margins may be
negatively impacted by increases in the general level of interest rates. Part of
the  committee's  strategy  includes the purchase of some types of  derivatives,
such as interest  rate caps,  swaps and  floors,  for  hedging  purposes.  These
derivatives  protect  margins  by  increasing  investment  returns if there is a
sudden and severe rise in interest  rates,  thereby  mitigating the impact of an
increase in rates credited to contractholders' accounts.

The  negative  effect on the  Company's  pretax  earnings  of a 100 basis  point
increase in interest rates, which assumes repricings and customer behavior based
on the application of proprietary models to the book of business at December 31,
1999, would be approximately $4.2 million.

Liquidity and Capital Resources

The liquidity  requirements  of the Company are met by funds provided by annuity
considerations, investment income, proceeds from sales of investments as well as
maturities and periodic repayments of investment principal.

The  primary  uses of funds  are  policy  benefits,  commissions  and  operating
expenses, policy loans, and investment purchases.

The Company has an  available  line of credit with  American  Express  Financial
Corporation  aggregating  $50 million.  The line of credit is used strictly as a
short-term  source of funds. No borrowings were outstanding  under the agreement
at December 31,  1999.  At December 31,  1999,  outstanding  reverse  repurchase
agreements totaled $26 million.

At December 31, 1999,  investments in fixed  maturities  comprised 81 percent of
the  Company's  total  invested  assets.   Of  the  fixed  maturity   portfolio,
approximately  32 percent is  invested in GNMA,  FNMA and FHLMC  mortgage-backed
securities which are considered AAA/Aaa quality.

At December 31, 1999,  approximately 14 percent of the Company's  investments in
fixed  maturities were below investment  grade bonds.  These  investments may be
subject to a higher degree of risk than the  investment  grade issues because of
the borrower's  generally  greater  sensitivity to adverse economic  conditions,
such as recession or increasing  interest rates, and in certain  instances,  the
lack of an active secondary  market.  Expected returns on below investment grade
bonds reflect  consideration  of such factors.  The Company has identified those
fixed  maturities  for which a decline in fair value is  determined  to be other
than  temporary,  and has  written  them  down to fair  value  with a charge  to
earnings.

At December 31, 1999, net unrealized  appreciation  on fixed  maturities held to
maturity included $6.3 million of gross unrealized  appreciation and $29 million
of  gross  unrealized   depreciation.   Net  unrealized  appreciation  on  fixed
maturities  available  for  sale  included  $9.3  million  of  gross  unrealized
appreciation and $117 million of gross unrealized depreciation.

At December 31, 1999, the Company had an allowance for losses for mortgage loans
totaling $6.7 million.

The economy and other factors have caused a number of insurance  companies to go
under regulatory  supervision.  This circumstance has resulted in assessments by
state guaranty  associations  to cover losses to  policyholders  of insolvent or
rehabilitated  companies.  Some assessments can be partially recovered through a
reduction in future premium taxes in certain states. The Company  established an
asset for  guaranty  association  assessments  paid to those  states  allowing a
reduction in future premium taxes over a reasonable period of time. The asset is
being amortized as premium taxes are reduced. The Company has also estimated the
potential effect of future  assessments on the Company's  financial position and
results  of  operations  and  has  established  a  reserve  for  such  potential
assessments.  The Company  has adopted  Statement  of  Position  97-3  providing
guidance  when an  insurer  should  recognize  a  liability  for  guaranty  fund
assessments.  The SOP is effective for fiscal years beginning after December 15,
1998.  Adoption  did not have a  material  impact on the  Company's  results  of
operations or financial condition.

<PAGE>

The National Association of Insurance  Commissioners has established  risk-based
capital  standards to determine  the capital  requirements  of a life  insurance
company based upon the risks inherent in its operations. These standards require
the  computation  of a risk-based  capital  amount  which is then  compared to a
company's  actual total adjusted  capital.  The  computation  involves  applying
factors to various statutory financial data to address four primary risks: asset
default,  adverse insurance experience,  interest rate risk and external events.
These  standards  provide for regulatory  attention when the percentage of total
adjusted capital to authorized control level risk-based capital is below certain
levels.  As of December 31, 1999, the Company's total adjusted  capital was well
in excess of the levels requiring regulatory attention.

Year 2000 Issue

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and the variable account.  All of the major systems used by American  Enterprise
Life and by the  variable  account are  maintained  by AEFC and are  utilized by
multiple subsidiaries and affiliates of AEFC. American Enterprise Life's and the
variable account's businesses are heavily dependent upon AEFC's computer systems
and have significant interactions with systems of third parties.

A  comprehensive  review of  AEFC's  computer  systems  and  business  processes
including those specific to American  Enterprise Life and the variable  account,
was  conducted to identify the major  systems that could be affected by the Year
2000  issue.   Steps  were  taken  to  resolve  potential   problems   including
modification to existing  software and the purchase of new software.  As of Dec.
31, 1999, AEFC had completed its program of corrective  measures on its internal
systems and applications, including Year 2000 compliance testing. As of Dec. 31,
1999,  AEFC had also completed an evaluation of the Year 2000 readiness of other
third parties whose system failures could have an impact on American  Enterprise
Life's and the variable account's operations.

AEFC's Year 2000 project also included  establishing Year 2000 contingency plans
for all key business units.  Business continuation plans, which address business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  As of Dec. 31,  1999,  these plans had been amended to include
specific Year 2000 considerations.

In  assessing  its Year 2000  initiatives  and the results of actual  production
since Jan. 1, 2000,  management  believes no material adverse  consequences were
experienced,  and there was no material effect on American Enterprise Life's and
the variable account's business,  results of operations,  or financial condition
as a result of the Year 2000 issue.

Reserves

In accordance with the insurance laws and regulations under which we operate, we
are  obligated to carry on our books,  as  liabilities,  actuarially  determined
reserves to meet our obligations on our outstanding  annuity contracts.  We base
our reserves for deferred annuity contracts on accumulation  value and for fixed
annuity contracts in a benefit status on established  industry mortality tables.
These  reserves are computed  amounts that will be sufficient to meet our policy
obligations at their maturities.

Investments

Our total  investments  of  $4,107,559  at Dec.  31,  1999,  28% was invested in
mortgage-backed  securities,  53% in corporate  and other bonds,  19% in primary
mortgage  loans  on  real  estate  and  the  remaining  less  than  1% in  other
investments.

<PAGE>

Competition

We are engaged in a business that is highly  competitive due to the large number
of stock and  mutual  life  insurance  companies  and other  entities  marketing
insurance  products.  There are over  1,600  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition 1999, assigned us one of its highest classifications, A+ (Superior).

Employees

As of Dec. 31, 1999, we had no employees.

Properties

We occupy office space in Minneapolis, MN, which is rented by AEFC. We reimburse
AEFC for rent  based on  direct  and  indirect  allocation  methods.  Facilities
occupied by us are  believed to be adequate  for the purposes for which they are
used and well maintained.

State Regulation

American  Enterprise  Life is  subject  to the  laws  of the  State  of  Indiana
governing  insurance  companies and to the regulations of the Indiana Department
of  Insurance.  An annual  statement  in the  prescribed  form is filed with the
Indiana  Department  of  Insurance  each year  covering  our  operation  for the
preceding year and its financial  condition at the end of such year.  Regulation
by  the  Indiana  Department  of  Insurance  includes  periodic  examination  to
determine American  Enterprise's  contract  liabilities and reserves so that the
Indiana  Department of Insurance  may certify that these items are correct.  The
Company's books and accounts are subject to review by the Indiana  Department of
Insurance  at  all  times.  Such  regulation  does  not,  however,  involve  any
supervision of the account's management or the company's investment practices or
policies.  In addition,  American Enterprise Life is subject to regulation under
the  insurance  laws  of  other  jurisdictions  in  which  it  operates.  A full
examination of American  Enterprise Life's operations is conducted  periodically
by the National Association of Insurance Commissioners.

Under  insurance  guaranty fund laws, in most states,  insurers  doing  business
therein can be assessed up to prescribed limits for policyholder losses incurred
by  insolvent  companies.  Most  of  these  laws  do  provide  however,  that an
assessment  may be excused or deferred if it would  threaten  an  insurer's  own
financial strength.

<PAGE>

Directors and Executive Officers*

The directors and principal  executive officers of American  Enterprise Life and
the principal occupation of each during the last five years is as follows:

Directors

James E. Choat
Born in 1947
Director,  president  and  chief  executive  officer  since  1996;  Senior  vice
president Institutional Products Group, AEFA, 1994 to 1997.

Richard W. Kling
Born 1940
Director and chairman of the board since March 1989.

Paul S. Mannweiler**
Born in 1949
Director since 1986; Partner at Locke Reynolds Boyd & Weisell since 1980.

Paula R. Meyer
Born in 1954
Director and executive vice president  since 1998;  vice  president,  AEFC since
1998;  Piper Capital  Management (PCM) President from Oct. 1997 to May 1998; PCM
Director  of  Marketing  from June 1995 to Oct.  1997;  PCM  Director  of Retail
Marketing from Dec. 1993 to June 1995.

William A. Stoltzmann
Born in 1948
Director since Sept.  1989; vice president,  general counsel and secretary since
1985.

Officers other than directors

Jeffrey S. Horton
Born 1961
Vice  president  and treasurer  since Dec.  1997;  vice  president and corporate
treasurer,  AEFC, since Dec. 1997;  controller,  American Express Technologies -
Financial  Services,  AEFC,  from  July  1997 to  Dec.  1997;  controller,  Risk
Management  Products,  AEFC, from May 1994 to July 1997; director of finance and
analysis, Corporate Treasury, AEFC, from June 1990 to May 1994.

Philip C. Wentzel
Born in 1961
Vice  president  and  controller  since 1998;  vice  president  - Finance,  Risk
Management  Products,  AEFC since 1997; and director of financial  reporting and
analysis from 1992 to 1997.

*The  address  for all of the  directors  and  principal  officers  is:  200 AXP
Financial  Center,  Minneapolis,  MN 55474 except for Mr.  Mannweiler  who is an
independent director.

**Mr. Mannweiler's address is: 201 No. Illinois Street, Indianapolis, IN 46204

<PAGE>

Executive compensation

Our executive  officers  also may serve one or more  affiliated  companies.  The
following  table  reflects  cash  compensation  paid  to the  five  most  highly
compensated  executive  officers  as a group for  services  rendered in the most
recent  year to us and our  affiliates.  The table  also  shows  the total  cash
compensation paid to all our executive officers,  as a group, who were executive
officers at any time during the most recent year.

<TABLE>
<CAPTION>
<S>                                                              <C>                                    <C>
Name of individual or number in group                            Position held                          Cash compensation

Five most highly compensated executive officers as a group:                                                 $7,960,888

Richard W. Kling                                                 Chairman of the Board

James E. Choat                                                   President and CEO

Stuart A. Sedlacek                                               Executive Vice President

Lorraine R. Hart                                                 Vice President, Investments

Deborah L. Pederson                                              Assistant Vice President, Investments

All executive officers as a group (11)                                                                      $11,535,043
</TABLE>

Security ownership of management

Our directors and officers do not  beneficially  own any  outstanding  shares of
stock of the company.  All of our outstanding  shares of stock are  beneficially
owned by IDS Life.  The  percentage of shares of IDS Life owned by any director,
and by all our  directors  and  officers  as a group,  does not exceed 1% of the
class outstanding.

Experts

Ernst & Young LLP, independent auditors, have audited the consolidated financial
statements of American  Enterprise  Life Insurance  Company at Dec. 31, 1999 and
1998,  and for each of the three years in the period ended Dec. 31, 1999, as set
forth in their report. We've included our financial statements in the prospectus
and elsewhere in the  registration  statement in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.

<PAGE>



AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION


REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1999  and  1998,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1999 and  1998,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.



/s/ Ernst & Young LLP
Ernst & Young LLP
February 3, 2000
Minneapolis, Minnesota

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                  December 31,
                       ($ thousands, except share amounts)
<TABLE>
<S>                                                              <C>              <C>

ASSETS                                                              1999              1998
- ------                                                           -----------      -----------

Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value:
       1999, $984,103; 1998, $1,126,732)                          $1,006,349       $1,081,193
    Available for sale, at fair value (amortized cost:
       1999, $2,411,799; 1998, $2,526,712)                         2,304,487        2,594,858
                                                                 -----------      -----------
                                                                   3,310,836        3,676,051

  Mortgage loans on real estate                                      785,253          815,806
  Other investments                                                   11,470           12,103
                                                                 -----------      -----------
          Total investments                                        4,107,559        4,503,960

Accounts receivable                                                      316              214
Accrued investment income                                             56,676           61,740
Deferred policy acquisition costs                                    180,288          196,479
Deferred income taxes                                                 37,501               --
Other assets                                                               9               43
Separate account assets                                              220,994          123,185
                                                                 -----------      -----------

          Total assets                                            $4,603,343       $4,885,621
                                                                  ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                      $3,921,513       $4,166,852
  Policy claims and other policyholders' funds                        12,097            7,389
  Deferred income taxes                                                   --           23,199
  Amounts due to brokers                                              25,215           54,347
  Other liabilities                                                   17,436           24,500
  Separate account liabilities                                       220,994          123,185
                                                                 -----------      -----------
          Total liabilities                                        4,197,255        4,399,472

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                               2,000            2,000
  Additional paid-in capital                                         282,872          282,872
  Accumulated other comprehensive (loss) income:
     Net unrealized securities (losses) gains                        (69,753)          44,295
  Retained earnings                                                  190,969          156,982
                                                                 -----------      -----------
          Total stockholder's equity                                 406,088          486,149
                                                                 -----------      -----------

Total liabilities and stockholder's equity                        $4,603,343       $4,885,621
                                                                  ==========       ==========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                            Years ended December 31,
                                  ($ thousands)
<TABLE>
<S>                                                       <C>               <C>              <C>

                                                            1999              1998             1997
                                                          ---------         ---------        ---------

Revenues:
  Net investment income                                    $322,746          $340,219         $332,268
  Contractholder charges                                      6,069             6,387            5,688
  Mortality and expense risk fees                             2,269             1,275              641
  Net realized gain (loss) on investments                     6,565            (4,788)            (509)
                                                          ---------         ---------        ---------

          Total revenues                                    337,649           343,093          338,088
                                                          ---------         ---------        ---------

Benefits and expenses:
  Interest credited on investment contracts                 208,583           228,533          231,437
  Amortization of deferred policy acquisition costs          43,257            53,663           36,803
  Other operating expenses                                   35,147            24,476           24,890
                                                          ---------         ---------        ---------

          Total benefits and expenses                       286,987           306,672          293,130
                                                          ---------         ---------        ---------

Income before income taxes                                   50,662            36,421           44,958

Income taxes                                                 16,675            14,395           16,645
                                                          ---------         ---------        ---------

Net income                                                $  33,987         $  22,026        $  28,313
                                                          =========         =========        =========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1999
                                  ($ thousands)
<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                     Other
                                                         Total                      Additional    Comprehensive
                                                     Stockholder's     Capital       Paid-In      (Loss) Income,     Retained
                                                         Equity         Stock         Capital        Net of Tax       Earnings
                                                     -------------    --------    ------------    ------------    -------------
<S>                                                  <C>              <C>         <C>             <C>             <C>
Balance, December 31, 1996                               $363,858       $2,000       $242,872        $ 12,343        $106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
      Unrealized holding gains arising
           during the year, net of  taxes of
        ($19,891)                                          36,940           --             --          36,940              --
      Reclassification adjustment for losses
           included in net income, net of tax
           of ($126)                                          233           --             --             233              --
                                                     -------------                                ------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                     -------------
     Comprehensive income                                  65,486
Capital contribution from IDS Life                         40,000           --         40,000              --              --
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:
     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
          during the year, net of taxes of $3,400          (6,314)          --             --          (6,314)             --
       Reclassification adjustment for losses
           included in net income, net of tax
           of ($588)                                        1,093           --             --           1,093              --
                                                     -------------                                ------------
     Other comprehensive loss                              (5,221)          --             --          (5,221)             --
                                                     -------------
     Comprehensive income                                  16,805
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1998                                486,149        2,000        282,872          44,295         156,982
Comprehensive loss:
     Net income                                            33,987           --             --              --          33,987
     Unrealized holding losses arising
         during the year, net of taxes of $(59,231)      (110,001)          --             --        (110,001)             --
     Reclassification adjustment for gains
          included in net income, net of tax               (4,047)                                     (4,047)             --
          of $(2,179)                                -------------                                ------------
     Other comprehensive loss                            (114,048)          --             --        (114,048)             --
                                                     -------------
     Comprehensive loss                                   (80,061)
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1999                               $406,088       $2,000       $282,872        $(69,753)       $190,969
                                                     =============    ========    ============    ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         See accompanying notes.

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                <C>           <C>           <C>
                                                                      1999          1998          1997
                                                                   -----------   -----------   -----------
Cash flows from operating activities:
  Net income                                                       $   33,987    $   22,026    $   28,313
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                               5,064        (2,152)       (8,017)
      Change in accounts receivable                                      (102)          349         9,304
      Change in deferred policy acquisition costs, net                 16,191        28,022       (21,276)
      Change in other assets                                               34            74         4,840
      Change in policy claims and other policyholders' funds            4,708        (3,939)      (16,099)
      Deferred income tax (benefit) provision                             711        (9,591)       (2,485)
      Change in other liabilities                                      (7,064)        7,595         1,255
      Amortization of premium (accretion of discount), net              2,315           122        (2,316)
      Net realized (gain) loss on investments                          (6,565)        4,788           509
      Other, net                                                      (1,562)         2,544           959
                                                                   -----------   -----------   -----------

         Net cash provided by (used in) operating activities           47,717        49,838        (5,013)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                                          --            --        (1,996)
        Maturities                                                     65,705        73,601        41,221
        Sales                                                           8,466        31,117        30,601
    Fixed maturities available for sale:
        Purchases                                                    (593,888)     (298,885)     (688,050)
        Maturities                                                    248,317       335,357       231,419
        Sales                                                         469,126        48,492        73,366
    Other investments:
        Purchases                                                     (28,520)     (161,252)     (199,593)
        Sales                                                          57,548        78,681        29,139
    Change in amounts due to brokers                                  (29,132)       19,412       (53,796)
                                                                   -----------   -----------   ------------

          Net cash provided by (used in) investing activities         197,622       126,523      (537,689)

Cash flows from financing activities:
 Activity related to investment contracts:
    Considerations received                                           299,899       302,158       783,339
    Surrenders and other benefits                                    (753,821)     (707,052)     (552,903)
    Interest credited to account balances                             208,583       228,533       231,437
    Capital contribution from parent                                       --            --        40,000
                                                                   -----------   -----------   -----------

          Net cash (used in) provided by financing activities        (245,339)     (176,361)      501,873
                                                                   -----------   -----------   -----------

Net decrease in cash and cash equivalents                                  --            --       (40,829)

Cash and cash equivalents at beginning of year                             --            --        40,829
                                                                   -----------   -----------   -----------

Cash and cash equivalents at end of year                           $       --    $       --    $      --
                                                                   ===========   ===========   ==========
                                         See accompanying notes.

</TABLE>

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  The  Company's  principal  product  is
     deferred  annuities,  which are issued primarily to individuals.  It offers
     single  premium and annual premium  deferred  annuities on both a fixed and
     variable dollar basis.
     Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly-owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation  (AEFC).  AEFC is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States which vary in certain respects from reporting  practices  prescribed
     or permitted by the Indiana Department of Insurance (see Note 4).

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities and disclosure of contingent  assets and liabilities at the
     date of the financial  statements and the reported  amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Investments

     Fixed  maturities  that the  Company has both the  positive  intent and the
     ability to hold to maturity are  classified as held to maturity and carried
     at amortized  cost. All other fixed  maturities are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive (loss) income, net of deferred
     income taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments  are  anticipated  on certain  investments  in  mortgage-backed
     securities in determining  the constant  effective  yield used to recognize
     interest  income.  Prepayment  estimates are based on information  received
     from brokers who deal in mortgage-backed securities.

     Mortgage  loans on real  estate  are  carried  at  amortized  cost  less an
     allowance  for  mortgage  loan  losses.  The  estimated  fair  value of the
     mortgage  loans is  determined  by a discounted  cash flow  analysis  using
     mortgage   interest  rates  currently  offered  for  mortgages  of  similar
     maturities.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance for mortgage loan losses
     is  maintained  at a level that  management  believes is adequate to absorb
     estimated  losses in the portfolio.  The level of the allowance  account is
     determined  based on  several  factors,  including  historical  experience,
     expected  future  principal  and interest  payments,  estimated  collateral
     values,  and current and  anticipated  economic and  political  conditions.
     Management  regularly  evaluates the adequacy of the allowance for mortgage
     loan losses.

     The Company  generally stops accruing  interest on mortgage loans for which
     interest  payments  are  delinquent  more  than  three  months.   Based  on
     management's  judgment  as to the  ultimate  collectibility  of  principal,
     interest  payments  received are either  recognized as income or applied to
     the recorded investment in the loan.

     The cost of interest rate caps and floors is amortized to investment income
     over the life of the contracts  and payments  received as a result of these
     agreements are recorded as investment  income when realized.  The amortized
     cost of interest rate caps and floors is included in other investments.

     When evidence  indicates a decline,  which is other than temporary,  in the
     underlying  value  or  earning  power  of  individual   investments,   such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The  Company  considers  investments  with a maturity  at the date of their
     acquisition  of  three  months  or  less  to  be  cash  equivalents.  These
     securities are carried  principally  at amortized  cost which  approximates
     fair value.

     Supplementary  information  to the  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                        1999            1998           1997
                                        ----            -----          ----
    Cash paid during the year for:
      Income taxes                      $22,007        $19,035       $19,456
      Interest on borrowings              2,187          5,437         1,832

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs,  and certain  sales  expenses,  have been  deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Amortization  of deferred  policy  acquisition  costs  requires  the use of
     assumptions  including  interest margins,  mortality  margins,  persistency
     rates,  maintenance  expense  levels and, for variable  products,  separate
     account  performance.   For  universal  life-type  insurance  and  deferred
     annuities,  actual  experience is reflected in the  Company's  amortization
     models monthly. As actual experience differs from the current  assumptions,
     management  considers  the need to change key  assumptions  underlying  the
     amortization  models  prospectively.  The  impact of  changing  prospective
     assumptions  is  reflected  in the period that such changes are made and is
     generally referred to as an unlocking  adjustment.  During 1998,  unlocking
     adjustments  resulted in a net increase in amortization of $11 million. Net
     unlocking adjustments in 1999 and 1997 were not significant.

     Liabilities for future policy benefits

     Liabilities  for  universal-life  type  insurance  and fixed  and  variable
     deferred annuities are accumulation values.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American  Express  Company.  The Company  provides for income
     taxes on a separate return basis,  except that, under an agreement  between
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included in other  liabilities at December 31, 1999 and 1998 are $2,147 and
     $3,504, respectively, payable to IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.    Summary of significant accounting policies (continued)

     The Company makes contractual  mortality assurances to the variable annuity
     contract  owners that the net assets of the separate  accounts  will not be
     affected by future  variations in the actual life expectancy  experience of
     the annuitants and beneficiaries from the mortality assumptions implicit in
     the annuity  contracts.  The Company makes  periodic fund  transfers to, or
     withdrawals   from,   the  separate   account  assets  for  such  actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.

      Accounting changes

     American  Institute of Certified Public  Accountants  (AICPA)  Statement of
     Position (SOP) 98-1,  "Accounting for Costs of Computer Software  Developed
     or Obtained for Internal  Use" became  effective  January 1, 1999.  The SOP
     requires the  capitalization  of certain costs  incurred  after the date of
     adoption to develop or obtain software for internal use.  Software utilized
     by the Company is owned by AEFC and  capitalized by AEFC. As a result,  the
     new  rule  did not have a  material  impact  on the  Company's  results  of
     operations or financial condition.

     Effective January 1, 1999, the Company adopted AICPA SOP 97-3, "Accounting
     by Insurance  and Other  Enterprises  for  Insurance-Related  Assessments,"
     providing guidance for the timing of recognition of liabilities  related to
     guaranty fund assessments.  The Company had historically carried balance in
     other  liabilities  on  the  balance  sheet  for  potential  guaranty  fund
     assessment exposure.  Adoption of the SOP did not have a material impact on
     the Company's results of operations or financial condition.

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities,"  which is effective  January 1, 2001.
     This  Statement   establishes   accounting  and  reporting   standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities.  It requires that an entity
     recognize all  derivatives  as either assets or  liabilities in the balance
     sheet and measure  those  instruments  at fair value.  The  accounting  for
     changes in the fair value of a  derivative  depends on the  intended use of
     the derivative and the resulting designation. The ultimate financial effect
     of the new  rule  will be  measured  based on the  derivatives  in place at
     adoption and cannot be estimated at this time.

<PAGE>

2.   Investments

     Fair values of  investments  in fixed  maturities  represent  quoted market
     prices and estimated values when quoted prices are not available. Estimated
     values are  determined by  established  procedures  involving,  among other
     things,  review of market  indices,  price  levels of current  offerings of
     comparable issues, price estimates and market data from independent brokers
     and financial files.

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1999 are as follows:
<TABLE>
<S>                                             <C>              <C>              <C>             <C>

                                                                   Gross           Gross
                                                Amortized        Unrealized       Unrealized        Fair
    Held to maturity                             Cost              Gains           Losses           Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    7,514       $     23         $    431        $    7,106
    State and municipal obligations                  3,002             44               --             3,046
    Corporate bonds and obligations                816,826          5,966           23,311           799,482
    Mortgage-backed securities                     179,007            296            4,834           174,469
                                                ----------       --------         --------        ----------
                                                $1,006,349       $  6,329         $ 28,576        $  984,103
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,047   $         --         $     47        $    1,999
    State and municipal obligations                  2,250             --              190             2,060
    Corporate bonds and obligations              1,419,150          7,445           90,703         1,335,892
    Mortgage-backed securities                     988,352          1,929           25,746           964,536
                                                ------------     --------         --------        ----------
                                                $2,411,799       $  9,374         $116,686        $2,304,487
                                                ==========       ========         ========        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

                                                                   Gross           Gross
                                                 Amortized       Unrealized       Unrealized         Fair
    Held to maturity                               Cost            Gains           Losses            Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    8,652       $    423         $     --        $    9,075
    State and municipal obligations                  3,003            149               --             3,152
    Corporate bonds and obligations                877,140         48,822            6,670           919,292
    Mortgage-backed securities                     192,398          2,844               29           195,213
                                                ----------       --------         --------        ----------
                                                $1,081,193       $ 52,238         $  6,699        $1,126,732
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,062       $    116         $     --        $    2,178
    Corporate bonds and obligations              1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                   1,051,836         32,232               89         1,083,979
                                                ----------       --------         --------        ----------
                                                $2,526,712       $102,338          $34,192        $2,594,858
                                                ==========       ========          =======        ==========
</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1999 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                               Amortized            Fair
    Held to maturity                              Cost             Value

    Due in one year or less                    $    26,214        $   26,334
    Due from one to five years                     412,533           408,638
    Due from five to ten years                     331,187           320,146
    Due in more than ten years                      57,408            54,516
    Mortgage-backed securities                     179,007           174,469
                                             -------------     -------------
                                               $ 1,006,349        $  984,103
                                               ===========      ============

                                               Amortized            Fair
    Available for sale                            Cost             Value

    Due in one year or less                    $    46,937        $   47,236
    Due from one to five years                      75,233            73,525
    Due from five to ten years                   1,037,001           980,633
    Due in more than ten years                     264,276           238,557
    Mortgage-backed securities                     988,352           964,536
                                              ------------      ------------
                                                $2,411,799        $2,304,487

     During the years ended December 31, 1999, 1998 and 1997,  fixed  maturities
     classified  as held to maturity  were sold with  amortized  cost of $8,466,
     $31,117 and $29,561, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1999 with
     proceeds of  $469,126  and gross  realized  gains and losses of $10,374 and
     $4,147  respectively.  Fixed maturities available for sale were sold during
     1998 with proceeds of $48,492 and gross realized gains and losses of $2,835
     and $4,516,  respectively.  Fixed  maturities  available for sale were sold
     during 1997 with proceeds of $73,366 and gross realized gains and losses of
     $1,081 and $1,440, respectively.

     At December 31, 1999,  bonds carried at $3,277 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1999,  investments in fixed maturities comprised 81 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $486 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

           Rating                                    1999             1998
    ----------------------                       -----------       -----------
    Aaa/AAA                                       $1,168,144        $1,242,301
    Aa/AA                                             42,859            45,526
    Aa/A                                              52,416            60,019
    A/A                                              422,668           422,725
    A/BBB                                            189,072           228,656
    Baa/BBB                                          995,152         1,030,874
    Baa/BB                                            64,137            79,687
    Below investment grade                           483,700           498,117
                                                ------------      ------------
                                                  $3,418,148        $3,607,905

     At December  31, 1999,  approximately  94 percent of the  securities  rated
     Aaa/AAA were GNMA, FNMA and FHLMC mortgage-backed  securities.  No holdings
     of any other issuer were greater  than one percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1999,  approximately  19 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

                                               December 31, 1999                        December 31, 1998
                                         -------------------------------       --------------------------------
<S>                                      <C>                 <C>                 <C>                <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------   -----------         -----------        ----------          -----------
    South Atlantic                          $194,325         $        --          $198,552             $    651
    Middle Atlantic                          118,699                  --           129,284                  520
    East North Central                       126,243                  --           134,165                2,211
    Mountain                                 103,751                  --           113,581                   --
    West North Central                       125,891                 513           119,380                9,626
    New England                               43,345                 802            46,103                   --
    Pacific                                   41,396                  --            43,706                   --
    West South Central                        31,153                  --            32,086                   --
    East South Central                         7,100                  --             7,449                   --
                                         -----------        ------------       -----------         ------------
                                             791,903               1,315           824,306               13,008
    Less allowance for losses                  6,650                  --             8,500                   --
                                         -----------        ------------       -----------         ------------
                                            $785,253            $  1,315          $815,806              $13,008
                                            ========            ========          ========              =======

<PAGE>

2.   Investments (continued)
                                               December 31, 1999                       December 31, 1998
                                          ------------------------------         ------------------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
                                          ----------      --------------        ----------         ------------
    Department/retail stores                $232,449        $     1,315           $253,380            $     781
    Apartments                               181,346                 --            186,030                2,211
    Office buildings                         202,132                 --            206,285                9,496
    Industrial buildings                      83,186                 --             82,857                  520
    Hotels/Motels                             43,839                 --             45,552                   --
    Medical buildings                         32,284                 --             33,103                   --
    Nursing/retirement homes                   6,608                 --              6,731                   --
    Mixed Use                                 10,059                 --             10,368                   --
                                          ----------      --------------        ----------         ------------
                                             791,903              1,315            824,306               13,008
    Less allowance for losses                  6,650                 --              8,500                   --
                                         -----------      --------------       -----------         ------------
                                            $785,253         $    1,315           $815,806              $13,008
                                            ========         ==========           ========              =======
</TABLE>

     Mortgage  loan  fundings  are  restricted  by  state  insurance  regulatory
     authorities to 80 percent or less of the market value of the real estate at
     the time of  origination  of the  loan.  The  Company  holds  the  mortgage
     document,  which gives it the right to take  possession  of the property if
     the  borrower  fails to perform  according  to the terms of the  agreement.
     Commitments  to  purchase  mortgages  are made in the  ordinary  course  of
     business. The fair value of the mortgage commitments is $nil.

     At December 31, 1999, the Company's  recorded  investment in impaired loans
     was $5,200 with an allowance of $1,250. At December 31, 1998, the Company's
     recorded investment in impaired loans was $1,932 with an allowance of $500.
     During 1999 and 1998, the average recorded investment in impaired loans was
     $5,399 and $2,736, respectively.

     The Company  recognized  $136,  $251 and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1999,  1998 and 1997,
     respectively.

     The following table presents changes in the allowance for investment losses
related to all loans:
<TABLE>
<S>                                                <C>         <C>          <C>
                                                     1999        1998         1997
                                                     ----        ----         ----
    Balance, January 1                               $8,500      $3,718       $2,370
    Provision (reduction) for investment losses      (1,850)      4,782        1,805
    Loan payoffs                                         --          --         (457)
                                                     ------   ---------      -------
    Balance, December 31                             $6,650      $8,500       $3,718
                                                     ======      ======       ======

     Net  investment  income for the years ended  December 31 is  summarized  as
follows:

                                                     1999         1998        1997
                                                     -----        -----       ----
    Interest on fixed maturities                   $265,199    $285,260     $278,736
    Interest on mortgage loans                       63,721      65,351       55,085
    Interest on cash equivalents                        534         137          704
    Other                                            (1,755)     (2,493)       1,544
                                                   ---------- ----------   ----------
                                                    327,699     348,255      336,069
    Less investment expenses                          4,953       8,036        3,801
                                                   ---------  ----------   ----------
                                                   $322,746    $340,219     $332,268
                                                   ========    ========     ========
</TABLE>

<PAGE>

2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:
<TABLE>
<S>                                                <C>          <C>          <C>
                                                      1999        1998         1997
                                                      ----        ----         ----
    Fixed maturities                               $  6,534     $   863      $ 1,638
    Mortgage loans                                   (1,650)     (4,816)      (1,348)
    Other investments                                (1,819)       (835)        (799)
                                                   ---------   --------      -------
                                                   $  3,065     $(4,788)     $  (509)
                                                   =========    =======      =======

     Changes in net unrealized  appreciation  (depreciation)  of investments for
     the years ended December 31 are summarized as follows:

                                                      1999       1998         1997
                                                     -----        -----       ----
    Fixed maturities available for sale           $(175,458)    $(8,032)     $57,188

3.    Income taxes

     The Company  qualifies as a life  insurance  company for federal income tax
     purposes.  As such,  the Company is subject to the  Internal  Revenue  Code
     provisions applicable to life insurance companies.

     The income tax expense  (benefit) for the years ended December 31, consists
of the following:

                                                     1999         1998        1997
                                                     ----         ----        ----
    Federal income taxes:
      Current                                      $ 15,531    $ 23,227      $17,668
      Deferred                                          711      (9,591)      (2,485)
                                                   --------    --------      -------
                                                     16,242      13,636       15,183

    State income taxes-current                          433         759        1,462
                                                   --------    --------      -------
    Income tax expense                             $ 16,675    $ 14,395      $16,645
                                                   ========    ========      =======
</TABLE>

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>

                                                       1999                      1998                     1997
                                               ------------------       ------------------       ---------------------
                                               Provision    Rate        Provision    Rate        Provision       Rate
                                               ---------    -----       ---------    -----       ---------       -----
<S>                                            <C>          <C>           <C>        <C>          <C>           <C>
     Federal income taxes based
       on the statutory rate                    $17,731     35.0%         $13,972    35.0%        $15,735        35.0%
     Increases (decreases) are
      attributable to:
         Tax-excluded interest                      (14)      --              (35)   (0.1)            (41)       (0.1)
         State tax, net of federal benefit          281      0.5              493     1.2             956         2.1
         Reduction of mortgage loss
           reserve                               (1,225)    (2.4)              --       --             --          --
      Other, net                                    (98)    (0.2)             (35)       --            (5)         --
                                                 ------    -----         --------    ------          ----      ------
      Total income taxes                        $16,675     32.9 %        $14,395    36.1%        $16,645        37.0%
                                                =======     =====         =======    ====         =======        ====
</TABLE>

<PAGE>

3.   Income taxes (continued)

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities as of December 31 are as follows:

    Deferred income tax assets:                             1999          1998
                                                          -------       -------
    Policy reserves                                        $46,243      $51,298
    Unrealized losses on investments                        39,678           --
    Other                                                    1,070        2,214
                                                          --------     --------
         Total deferred income tax assets                   86,991       53,512
                                                          --------     --------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                       49,490       52,908
    Unrealized gains on investments                             --       23,803
                                                          --------     --------
         Total deferred income tax liabilities              49,490       76,711
                                                          --------     --------
         Net deferred income tax assets (liabilities)      $37,501     ($23,199)
                                                           =======     ========

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income tax assets that  management  believes  will not be
     realized. In the opinion of management, it is more likely than not that the
     Company  will  realize the benefit of the  deferred  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $58,223 and $45,716 as of December
     31,  1999 and  1998,  respectively.  In  addition,  dividends  in excess of
     $15,241 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
summarized as follows:

                                           1999           1998             1997
                                        ---------      ---------        -------
    Statutory net income                  $ 15,241       $ 37,902      $ 23,589
    Statutory stockholder's equity         343,094        330,588       302,264

5.   Related party transactions

     The Company has  purchased  interest  rate floors from IDS Life and entered
     into an interest rate swap with IDS Life to manage its exposure to interest
     rate risk.  The  interest  rate floors had a carrying  amount of $8,258 and
     $6,651 at December 31, 1999 and 1998, respectively.  The interest rate swap
     is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $38,931,  $28,482 and $24,535 for the
     years ended  December 31,  1999,  1998 and 1997,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is  established  by  reference  to  various
     indices plus 20 to 45 basis  points,  depending on the term.  There were no
     borrowings outstanding under this agreement at December 31, 1999 or 1998.

7.   Derivative financial instruments

     The  Company  enters  into  transactions   involving  derivative  financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company does not hold derivative instruments for
     trading   purposes.   The  Company  manages  risks  associated  with  these
     instruments as described below.

     Market risk is the possibility  that the value of the derivative  financial
     instruments  will  change due to  fluctuations  in a factor  from which the
     instrument  derives its value,  primarily an interest  rate. The Company is
     not impacted by market risk  related to  derivatives  held for  non-trading
     purposes beyond that inherent in cash market transactions.  Derivatives are
     largely  used to manage  risk  and,  therefore,  the cash  flow and  income
     effects of the  derivatives  are inverse to the  effects of the  underlying
     transactions.

     Credit risk is the possibility that the  counterparty  will not fulfill the
     terms  of the  contract.  The  Company  monitors  credit  risk  related  to
     derivative  financial  instruments through established approval procedures,
     including  setting  concentration  limits by  counterparty,  and  requiring
     collateral,   where   appropriate.   A  vast   majority  of  the  Company's
     counterparties are rated A or better by Moody's and Standard & Poor's.

     Credit  risk  related  to  interest  rate caps and  floors is  measured  by
     replacement cost of the contracts. The replacement cost represents the fair
     value of the instruments.

     The notional or contract  amount of a derivative  financial  instrument  is
     generally  used to calculate  the cash flows that are received or paid over
     the life of the agreement. Notional amounts are not recorded on the balance
     sheet. Notional amounts far exceed the related credit exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1999                        Amount            Amount            Value          Exposure
    -----------------                       --------         --------           ------        ------------
    <S>                                    <C>                <C>              <C>               <C>
      Assets:
    Interest rate caps                     $  900,000         $  3,212         $  4,437          $  4,437
        Interest rate floors                2,000,000            8,258            2,251             2,251
     Off balance sheet assets:
        Interest rate swaps                 2,000,000               --           18,274            18,274
                                                             ---------         --------          --------
                                                               $11,470          $24,962           $24,962
                                                               =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1998                        Amount            Amount            Value           Exposure
    -----------------                       --------         --------           ------        ------------
      Assets:
        Interest rate caps                 $  900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                1,000,000            6,651           17,798            17,798
      Off balance sheet liabilities:
        Interest rate swaps                 1,000,000               --          (33,500)               --
                                                             ---------        ----------         --------
                                                               $12,103        ($ 14,184)          $19,316
                                                               =======        ===========         =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2006.

     Interest  rate  caps,  floors  and swaps are used to manage  the  Company's
     exposure to interest rate risk.  These  instruments  are used  primarily to
     protect the margin between  interest  rates earned on  investments  and the
     interest rates credited to related annuity contract holders.

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                    1999                          1998
                                                         --------------------------      --------------------------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    ----------------                                     ----------       ---------      ----------      ----------
<S>                                                      <C>              <C>            <C>             <C>
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,006,349        $984,103      $1,081,193      $1,126,732
       Available for sale                                 2,304,487       2,304,487       2,594,858       2,594,858
    Mortgage loans on real estate (Note 2)                  785,253         770,095         815,806         874,064
    Derivative financial instruments (Note 7)                11,470          24,962          12,103          19,316
    Separate account assets (Note 1)                        220,994         220,994         123,185         123,185

    Financial Liabilities
    Future policy benefits for fixed annuities           $3,905,849      $3,778,945      $4,152,059      $4,000,789
    Separate account liabilities                            220,994         209,942         123,185         115,879
    Derivative financial instruments (Note 7)                    --              --              --          33,500
</TABLE>

     At December 31, 1999 and 1998, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $15,633 and $14,793,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1999
     and 1998.

<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1999 and 1998.

9.   Commitments and contingencies

     In January  2000,  AEFC  reached an  agreement in principle to settle three
     class-action  lawsuits. The Company had been named as a co-defendant in one
     of these lawsuits.  It is expected the settlement will provide $215 million
     of benefits to more than 2 million participants. The agreement in principle
     to settle also  provides for release by class  members of all insurance and
     annuity  market  conduct  claims  dating  back to 1985 and is  subject to a
     number  of  contingencies   including  a  definitive  agreement  and  court
     approval.  The portion of the  settlement  allocated to the Company did not
     have a material impact on the Company's  financial position or results from
     operations.

10. YEAR 2000 ISSUE (unaudited)

     The Year 2000 issue is the result of computer  programs having been written
     using two digits rather than four to define a year.  Any programs that have
     time-sensitive  software  may  recognize a date using "00" as the year 1900
     rather  than 2000.  This could  result in the  failure of major  systems or
     miscalculations,  which could have a material  impact on the  operations of
     the Company. All of the major systems used by the Company are maintained by
     AEFC and are utilized by multiple  subsidiaries and affiliates of AEFC. The
     Company's businesses are heavily dependent upon AEFC's computer systems and
     have significant interaction with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     including  those  specific to the  Company,  was  conducted to identify the
     major  systems  that could be affected  by the Year 2000 issue.  Steps were
     taken to resolve  potential  problems  including  modification  to existing
     software and the purchase of new  software.  As of December 31, 1999,  AEFC
     had completed its program of  corrective  measures on its internal  systems
     and applications,  including Year 2000 compliance  testing.  As of December
     31, 1999,  AEFC had also completed an evaluation of the Year 2000 readiness
     of other third  parties whose system  failures  could have an impact on the
     Company's operations.

     AEFC's Year 2000 project also included  establishing  Year 2000 contingency
     plans  for all key  business  units.  Business  continuation  plans,  which
     address business  continuation in the event of a system disruption,  are in
     place for all key business  units.  At December  31, 1999,  these plans had
     been amended to include specific Year 2000 considerations.

     In assessing its Year 2000 initiatives and the results of actual production
     since January 1, 2000, management believes no material adverse consequences
     were  experienced,  and  there  was no  material  effect  on the  Company's
     business,  results of operations, or financial condition as a result of the
     Year 2000 issue.



<PAGE>

Performance Information.................................................p.3

Calculating Annuity Payouts............................................p.13

Rating Agencies........................................................p.15

Principal Underwriter..................................................p.15

<PAGE>

Please  check  the  box  to  receive  a  copy  of the  Statement  of  Additional
Information for:

- -- American Express Signature One Variable Annuity(SM)
- -- American Express(R)Variable Portfolio Funds
- -- AIM Variable Insurance Funds, Inc.
- -- Alliance Variable Products Series Fund
- -- Baron Capital Funds
- -- Fidelity Variable Insurance Products - Service Class
- -- Franklin Templeton Variable Insurance Products Trust
- -- Goldman Sachs Variable Insurance Trust (VIT)
- -- Janus Aspen Series: Service Shares
- -- J. P. Morgan Series Trust II
- -- Lazard Retirement Series, Inc.
- -- MFS(R) Variable Insurance TrustSM
- -- Royce Capital Fund
- -- Third Avenue Variable Series Trust
- -- Wanger Advisors Trust
- -- Warburg Pincus Trust
- -- Wells Fargo Variable Trust Funds

Mail your request to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

We will mail your request to:

Your name _____________________________________________
Address _______________________________________________
City _____________________ State _________ Zip ________


<PAGE>


<PAGE>

PROSPECTUS

May 1, 2000

AMERICAN EXPRESS NEW SOLUTIONS VARIABLE ANNUITY(SM)

INDIVIDUAL OR GROUP FLEXIBLE PREMIUM DEFERRED COMBINATION FIXED/VARIABLE ANNUITY

AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT

Issued by: American Enterprise Life Insurance Company (American Enterprise Life)
           829 AXP Financial Center
           Minneapolis, MN 55474
           Telephone: 1-800-333-3437

This prospectus contains information that you should know before investing. You
also will receive the prospectuses for:

- -    American Express(R) Variable Portfolio Funds
- -    AIM Variable Insurance Funds
- -    Alliance Variable Products Series Fund
- -    Evergreen Variable Annuity Trust
- -    Fidelity Variable Insurance Products - Service Class
- -    Franklin Templeton Variable Insurance Products Trust (FTVIPT)
- -    MFS(R) Variable Insurance Trust(SM)
- -    Putnam Variable Trust - Class IB Shares

Please read the prospectuses carefully and keep them for future reference.

The contract provides for purchase payment credits which we may reverse up to
the maximum withdrawal charge under certain circumstances. Expense charges for
contracts with purchase payment credits may be higher than expenses for
contracts without such credits. The amount of the credit may be more than offset
by any additional fees and charges associated with the credit.

THE SECURITIES AND EXCHANGE COMMISSION (SEC) HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THIS CONTRACT IS NOT A DEPOSIT OF A BANK OR FINANCIAL
INSTITUTION AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THIS CONTRACT
INVOLVES INVESTMENT RISK INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

A Statement of Additional Information (SAI), dated the same date as this
prospectus, is incorporated by reference into this prospectus. It is filed with
the SEC and is available without charge by contacting American Enterprise Life
at the telephone number above or by completing and sending the order form on the
last page of this prospectus. The table of contents of the SAI is on the last
page of this prospectus.


                                       1
<PAGE>

TABLE OF CONTENTS
- -----------------

KEY TERMS
THE CONTRACT IN BRIEF
EXPENSE SUMMARY
CONDENSED FINANCIAL INFORMATION (UNAUDITED)
FINANCIAL STATEMENTS
PERFORMANCE INFORMATION
THE VARIABLE ACCOUNT AND THE FUNDS
THE FIXED ACCOUNTS
BUYING YOUR CONTRACT
CHARGES
VALUING YOUR INVESTMENT
MAKING THE MOST OF YOUR CONTRACT
WITHDRAWALS
CHANGING OWNERSHIP
BENEFITS IN CASE OF DEATH
THE ANNUITY PAYOUT PERIOD
TAXES
VOTING RIGHTS
SUBSTITUTION OF INVESTMENTS
ABOUT THE SERVICE PROVIDERS
ADDITIONAL INFORMATION ABOUT AMERICAN ENTERPRISE LIFE
DIRECTORS AND EXECUTIVE OFFICERS
EXPERTS
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


                                       2
<PAGE>

KEY TERMS

THESE TERMS CAN HELP YOU UNDERSTAND DETAILS ABOUT YOUR CONTRACT.

ACCUMULATION UNIT -- A measure of the value of each subaccount before annuity
payouts begin.

ANNUITANT -- The person on whose life or life expectancy the annuity payouts are
based.

ANNUITY PAYOUTS -- An amount paid at regular intervals under one of several
plans.

BENEFICIARY -- The person you designate to receive annuity benefits in case of
the owner's or annuitant's death while the contract is in force and before
annuity payouts begin.

CLOSE OF BUSINESS -- When the New York Stock Exchange (NYSE) closes, normally 4
p.m. Eastern time.

CONTRACT - A deferred annuity contract or a certificate showing your interest
under a group annuity contract, that permits you to accumulate money for
retirement by making one or more purchase payments. It provides for lifetime or
other forms of payouts beginning at a specified time in the future.

CONTRACT VALUE -- The total value of your contract before we deduct any
applicable charges.

CONTRACT YEAR -- A period of 12 months, starting on the effective date of your
contract and on each anniversary of the effective date.

FIXED ACCOUNTS - The one-year fixed account is an account to which you may
allocate purchase payments. Amounts you allocate to this account earn interest
at rates that we declare periodically. Guarantee Period Accounts are fixed
accounts to which you may also allocate purchase payments. These accounts have
guaranteed interest rates declared for periods ranging from two to ten years.
Withdrawals from these accounts prior to the end of the term specified will
receive a Market Value Adjustment, which may result in a gain or loss of
principal.

FUNDS -- Investment options under your contract. You may allocate your purchase
payments into subaccounts investing in shares of any or all of these funds.

GUARANTEE PERIOD -- The number of years that a guaranteed interest rate is
credited.

MARKET VALUE ADJUSTMENT (MVA) -- A positive or negative adjustment assessed if
any portion of a Guarantee Period Account is withdrawn or transferred prior to
the end of its Guarantee Period.

OWNER (YOU, YOUR) -- The person who controls the contract (decides on investment
allocations, transfers, payout options, etc.). Usually, but not always, the
owner is also the annuitant. The owner is responsible for taxes, regardless of
whether he or she receives the contract's benefits.

PURCHASE PAYMENT CREDITS -- An addition we make to your contract value. We base
the amount of the credit on total net payments (total payments less total
withdrawals). We apply the credit to your contract based on your current
payment.

QUALIFIED ANNUITY -- A contract that you purchase to fund one of the following
tax-deferred retirement plans that is subject to applicable federal law and any
rules of the plan itself:

- -    Individual Retirement Annuities (IRAs) under Section 408(b) of the Internal
     Revenue Code of 1986, as amended (the Code)
- -    Roth IRAs under Section 408A of the Code
- -    Simplified Employee Pension (SEP) plans under Section 408(k) of the Code


                                       3
<PAGE>

A qualified annuity will not provide any necessary or additional tax deferral if
it is used to fund a retirement plan that is already tax-deferred.

All other contracts are considered NONQUALIFIED ANNUITIES.

RETIREMENT DATE -- The date when annuity payouts are scheduled to begin.

VALUATION DATE -- Any normal business day, Monday through Friday, that the NYSE
is open. Each valuation date ends at the close of business. We calculate the
value of each subaccount at the close of business on each valuation date.

VARIABLE ACCOUNT -- Consists of separate subaccounts to which you may allocate
purchase payments; each invests in shares of one fund. The value of your
investment in each subaccount changes with the performance of the particular
fund.

WITHDRAWAL VALUE -- The amount you are entitled to receive if you make a full
withdrawal from your contract. It is the contract value minus any applicable
charges.


                                       4
<PAGE>

THE CONTRACT IN BRIEF
- ---------------------

PURPOSE:                      The purpose of the contract is to allow you to
                              accumulate money for retirement. You do this by
                              making one or more purchase payments; you may
                              allocate your purchase payments to the fixed
                              accounts and/or subaccounts under the contract.
                              These accounts in turn, may earn returns that
                              increase the value of the contract. Beginning at a
                              specified time in the future called the retirement
                              date, the contract provides lifetime or other
                              forms of payouts of your contract value (less any
                              applicable premium tax). As in the case of other
                              annuities, it may not be advantageous for you to
                              purchase this contract as a replacement for, or in
                              addition to, an existing annuity.

                              A qualified annuity will not provide any necessary
                              or additional tax deferral if it is used to fund a
                              retirement plan that is tax-deferred. However, the
                              contract has features other than tax deferral that
                              may make it an appropriate investment for your
                              retirement plan. You should compare these features
                              and their costs with other investment options
                              before deciding to purchase this contract.

FREE LOOK PERIOD:             You may return your contract to your sales
                              representative or to our office within the time
                              stated on the first page of your contract and
                              receive a full refund of the contract value, less
                              any purchase payment credits up to the maximum
                              withdrawal charges. (See "Buying Your Contract -
                              Purchase payment credits.") However, you bear the
                              investment risk from the time of purchase until
                              you return the contract; the refund amount may be
                              more or less than the payment you made.
                              (Exception: If the law requires, we will refund
                              all of your purchase payments.)

ACCOUNTS:                     Currently, you may allocate your purchase payments
                              among any or all of:

                              -    the subaccounts, each of which invests in a
                                   fund with a particular investment objective.
                                   The value of each subaccount varies with the
                                   performance of the particular fund in which
                                   it invests. We cannot guarantee that the
                                   value at the retirement date will equal or
                                   exceed the total purchase payments you
                                   allocate to the subaccounts. (p. __)

                              -    the fixed accounts, which earn interest at
                                   rates that we adjust periodically. (p. __)

BUYING YOUR CONTRACT:         Your sales representative will help you complete
                              and submit an application. Applications are
                              subject to acceptance at our office. You may buy a
                              nonqualified annuity or a qualified annuity. After
                              your initial purchase payment, you have the option
                              of making additional purchase payments in the
                              future.

                              -    Minimum initial purchase payment (not
                                   including Systematic Investment Plans (SIPs))
                                   -- $5,000 for contracts sold in Pennsylvania,
                                   Texas, Washington and South Carolina; and
                                   $2,000 for contracts sold in other states.


                                       5
<PAGE>

                              -    Minimum additional purchase payment -- $100
                                   ($50 for SIPs).

                              -    Maximum total purchase payments (without
                                   prior approval) -- $1,000,000. (p.__ )

TRANSFERS:                    Subject to certain restrictions you currently may
                              redistribute your money among the accounts without
                              charge at any time until annuity payouts begin,
                              and once per contract year among the subaccounts
                              after annuity payouts begin. Transfers out of the
                              Guarantee Period Accounts before the end of the
                              Guarantee Period will be subject to a MVA. You may
                              establish automated transfers among the accounts.
                              Fixed account transfers are subject to special
                              restrictions. (p. __)

WITHDRAWALS:                  You may withdraw all or part of your contract
                              value at any time before the retirement date. You
                              also may establish automated partial withdrawals.
                              Withdrawals may be subject to charges and tax
                              penalties (including a 10% IRS penalty if you make
                              withdrawals prior to your reaching age 59 1/2) and
                              may have other tax consequences; also, certain
                              restrictions apply. (p. __)

CHANGING OWNERSHIP:           You may change ownership of a nonqualified annuity
                              by written instruction, but this may have federal
                              income tax consequences. Restrictions apply to
                              changing ownership of a qualified annuity. (p. __)

BENEFITS IN CASE
OF DEATH:                     If you or the annuitant die before annuity payouts
                              begin, we will pay the beneficiary an amount at
                              least equal to the contract value. (p. __)

ANNUITY PAYOUTS:              You can apply your contract value to an annuity
                              payout plan that begins on the retirement date.
                              You may choose from a variety of plans to make
                              sure that payouts continue as long as you like. If
                              you purchased a qualified annuity, the payout
                              schedule must meet the requirements of the
                              qualified plan. We can make payouts on a fixed or
                              variable basis, or both. Total monthly payouts may
                              include amounts from each subaccount and the
                              one-year fixed account. During the annuity payout
                              period, your choices for subaccounts may be
                              limited. The Guarantee Period Accounts are not
                              available during the payout period. (p. __)

TAXES:                        Generally, your contract grows tax-deferred until
                              you make withdrawals from it or begin to receive
                              payouts. (Under certain circumstances, IRS penalty
                              taxes may apply.) Even if you direct payouts to
                              someone else, you will be taxed on the income if
                              you are the owner. However, Roth IRAs may grow and
                              be distributed tax free if you meet certain
                              distribution requirements. (p. __)

CHARGES:                      We assess certain charges in connection with your
                              contract (p. __):

                              -    $40 annual contract administrative charge;
                              -    a 0.15% variable account administrative
                                   charge;
                              -    a 0.85% mortality and expense risk fee
                                   applies (if you allocate money to one or more
                                   subaccounts) for qualified annuities;


                                       6
<PAGE>

                              -    a 1.10% mortality and expense risk fee
                                   applies (if you allocate money to one or more
                                   subaccounts) for nonqualified annuities;
                              -    if you select the Maximum Anniversary Value
                                   Death Benefit Rider*, an additional 0.10%
                                   mortality and expense risk fee applies (if
                                   you allocate money to one or more
                                   subaccounts);
                              -    if you select the Guaranteed Minimum Income
                                   Benefit Rider**, an annual fee based on the
                                   adjusted contract value (currently at 0.30%);
                              -    if you select the Performance Credit Rider**,
                                   an annual fee of 0.15% of the contract value;
                              -    withdrawal charge;
                              -    any premium taxes that may be imposed on us
                                   by state or local governments (currently, we
                                   deduct any applicable premium tax when you
                                   make a total withdrawal or when annuity
                                   payouts begin, but we reserve the right to
                                   deduct this tax at other times such as when
                                   you make purchase payments or when you make a
                                   total withdrawal); and
                              -    the operating expenses of the funds in which
                                   the subaccounts invest.

* Available if both you and the annuitant are age 79 or younger. May not be
available in all states.
** You may select either the Guarantee Minimum Income Benefit Rider or the
Performance Credit Rider, but not both. Riders may not be available in all
states. The Guaranteed Minimum Income Benefit Rider is available if the
annuitant is age 75 or younger.

EXPENSE SUMMARY

The purpose of the following information is to help you understand the various
costs and expenses associated with your contract.

You pay no sales charge when you purchase your contract. We show all costs that
we deduct directly from your contract or indirectly from the subaccounts and
funds below. Some expenses may vary as we explain under "Charges." Please see
the funds' prospectuses for more information on the operating expenses of each
fund.

CONTRACT OWNER EXPENSES

     WITHDRAWAL CHARGE: contingent deferred sales charge as a percentage of
     purchase payment withdrawn.
<TABLE>
<CAPTION>
            YEARS FROM PURCHASE          WITHDRAWAL CHARGE
              PAYMENT RECEIPT                PERCENTAGE
            <S>                          <C>
                     1                           8%
                     2                           8
                     3                           7
                     4                           7
                     5                           6
                     6                           5
                     7                           3
                Thereafter                       0
</TABLE>
     WITHDRAWAL CHARGE UNDER ANNUITY PAYOUT PLAN E - PAYOUTS FOR A SPECIFIED
     PERIOD: The amount equal to the difference in the present value of
     remaining payments using the assumed investment rate and such present value
     using the assumed investment rate plus 1.36% under a qualified annuity and
     1.61% under a nonqualified annuity. This withdrawal charge cannot be
     greater than 9% of the amount available for payouts under the Plan.


                                       7
<PAGE>

     ANNUAL CONTRACT ADMINISTRATIVE CHARGE                       $40*
* We will waive this charge when your contract value is $50,000 or more on the
current contract anniversary.

     GUARANTEED MINIMUM INCOME BENEFIT RIDER** FEE:
     as a percentage of the adjusted contract value
     charged annually. This is an optional expense.              0.30%

     PERFORMANCE CREDIT RIDER** FEE:
     as a percentage of the contract value.                      0.15%

** You may select either the Guarantee Minimum Income Benefit Rider or the
Performance Credit Rider, but not both. Riders may not be available in all
states. The Guaranteed Minimum Income Benefit Rider is available if the
annuitant is age 75 or younger.

ANNUAL VARIABLE ACCOUNT EXPENSES (as a percentage of average subaccount value)

You can choose the death benefit guarantee provided. The combination you choose
determines the fees you pay. The table below shows the combinations available to
you and their cost.

<TABLE>
<CAPTION>
- ------------------------------------------------------------- ------------------------- ---------------------------
                                                                QUALIFIED ANNUITIES           NON-QUALIFIED
                                                                                                ANNUITIES
- ------------------------------------------------------------- ------------------------- ---------------------------
     <S>                                                        <C>                           <C>
     VARIABLE ACCOUNT ADMINISTRATIVE CHARGE                            0.15%                      0.15%
- ------------------------------------------------------------- ------------------------- ---------------------------
     MORTALITY AND EXPENSE RISK FEE                                    0.85%                      1.10%
- ------------------------------------------------------------- ------------------------- ---------------------------
     MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT RIDER FEE AS
     PART OF THE MORTALITY AND EXPENSE RISK FEE (OPTIONAL)             0.10%                      0.10%
- ------------------------------------------------------------- ------------------------- ---------------------------
     TOTAL ANNUAL VARIABLE ACCOUNT EXPENSES WITHOUT ANY
     OPTIONAL RIDER FEES                                               1.00%                      1.25%
- ------------------------------------------------------------- ------------------------- ---------------------------
     TOTAL ANNUAL VARIABLE ACCOUNT EXPENSE WITH THE MAXIMUM
     ANNIVERSARY VALUE DEATH BENEFIT RIDER FEE                         1.10%                      1.35%
- ------------------------------------------------------------- ------------------------- ---------------------------
</TABLE>

                                       8
<PAGE>

ANNUAL OPERATING EXPENSES OF THE FUNDS (after fee waivers and/or expense
reimbursements, if applicable, as a percentage of average daily net assets)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                             MANAGEMENT     12b-1       OTHER
                                                                                FEES         FEES     EXPENSES         TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>       <C>           <C>
AXP(SM) VARIABLE PORTFOLIO -
- ------------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                                                        .51%          .13         .05         .69%(1)
- ------------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                                                         .61%          .13         .14         .88%(2)
- ------------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                                                .59%          .13         .04         .76%(1)
- ------------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund(R)                                                      .61%          .13         .07         .81%(1)
- ------------------------------------------------------------------------------------------------------------------------------------
   S&P 500 Index Fund                                                          .37%          .13         --          .50%(2)
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                                                    .79%          .13         .31        1.23%(2)
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I.
- ------------------------------------------------------------------------------------------------------------------------------------
   Capital Appreciation Fund                                                   .62%          --          .11         .73%(3)
- ------------------------------------------------------------------------------------------------------------------------------------
   Dent Demographic Trends Fund                                                .85%          --          .55        1.40%(4)
- ------------------------------------------------------------------------------------------------------------------------------------
   Value Fund                                                                  .61%          --          .15         .76%(3)
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANCE VP
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth & Income Portfolio (Class B)                                         .63%          .25         .09         .97%(5)
- ------------------------------------------------------------------------------------------------------------------------------------
   Premier Growth Portfolio (Class B)                                         1.00%          .25         .04        1.29%(5)
- ------------------------------------------------------------------------------------------------------------------------------------
   Technology Portfolio (Class B)                                              .71%          .25         .24        1.20%(5)
- ------------------------------------------------------------------------------------------------------------------------------------
EVERGREEN VA
- ------------------------------------------------------------------------------------------------------------------------------------
   Global Leaders Fund                                                         .68%          --          .33        1.01%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth and Income Fund                                                      .80%          --          .21        1.01%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
   Masters Fund                                                                .37%          --          .63        1.00%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
   Omega Fund                                                                  .52%          --          .44         .96%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Value Fund                                                        .51%          --          .50        1.01%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
   Strategic Income Fund                                                       .52%          --          .32         .84%(6)
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY VIP
- ------------------------------------------------------------------------------------------------------------------------------------
   III Mid Cap Portfolio (Service Class)                                       .57%          .10         .40        1.07%(7)
- ------------------------------------------------------------------------------------------------------------------------------------
   Contrafund(R) Portfolio (Service Class)                                     .58%          .10         .10         .78%(8)
- ------------------------------------------------------------------------------------------------------------------------------------
   High Income Portfolio (Service Class)                                       .58%          .10         .11         .79%(8)
- ------------------------------------------------------------------------------------------------------------------------------------
FTVIPT
- ------------------------------------------------------------------------------------------------------------------------------------
   Franklin Small Cap Fund - Class 2                                           .55%          .25         .27        1.07%(9,10)
- ------------------------------------------------------------------------------------------------------------------------------------
   Mutual Shares Securities Fund - Class 2                                     .60%          .25         .19        1.04%(9,11)
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton Developing Markets Securities Fund - Class 2                     1.25%          .25         .31        1.81%(9,12)
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton International Securities Fund - Class 2                           .69%          .25         .19        1.13%(9,13)
- ------------------------------------------------------------------------------------------------------------------------------------
MFS(R) VIT
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth Series - Service Class                                               .75%          .20         .16        1.11%(14,15,16)
- ------------------------------------------------------------------------------------------------------------------------------------
   New Discovery Series - Service Class                                        .90%          .20         .17        1.27%(14,15,16)
- ------------------------------------------------------------------------------------------------------------------------------------
   Total Return Series - Service Class                                         .75%          .20         .15        1.10%(14,15)
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VARIABLE TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Growth and Income Fund - Class IB Shares                          .46%          .15         .04         .65%(3)
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT International New Opportunities Fund - Class IB Shares           1.08%          .15         .33        1.56%(3)
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Vista Fund - Class IB Shares                                      .65%          .15         .10         .90%(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund's expense figures are based on actual expenses for the fiscal year
ended Aug. 31, 1999 restated to include a Rule 12b-1 distribution fee of .125%
that went into effect Sept. 21, 1999.

(2) Based on estimated expenses after fee waivers and expense reimbursements.
Without fee waivers and expense reimbursements "Other Expenses" and "Total"
would be: 0.26% and 1.00% for AXP(SM) Variable Portfolio - Federal Income Fund,
and 0.43% and 1.35% for AXP(SM) Variable Portfolio - Small Cap Advantage Fund.

(3) Figures in "Management Fees," "12b-1 Fees," "Other Expenses" and "Total" are
based on actual expenses for the fiscal year ended Dec. 31, 1999.

(4) Calculated based on estimated net assets.


                                       9
<PAGE>

(5) Figures in "Management Fees," "12b-1 Fees," "Other Expenses," and "Total"
are based on actual expenses for the fiscal period ended Dec. 31, 1999. Absent
fee waivers and expense reimbursements "Management Fees," "12b-1 Fees," "Other
Expenses" and "Total" would be, respectively, 1.00%, 0.25%, 0.27% and 1.52% for
Alliance Technology Portfolio.

(6) Annualized operating expenses for the Evergreen Funds at Dec. 31, 1999,
restated to reflect current fees. If the underlying funds had borne all expenses
that were assumed or waived by the investment advisor, the ratios for
"Management Fees," "Other Expenses," and "Total" respectively would have been as
follows: Evergreen VA Global Leaders Fund: 0.83%, 0.33%, 1.20%; Evergreen VA
Growth and Income Fund: 0.87%, 0.21%, 1.08%; Evergreen VA Masters Fund: 0.87%,
0.63%, 1.50%; Evergreen VA Omega Fund: 0.52%, 0.44%, 0.96%; Evergreen VA Small
Cap Value Fund: 0.87%, 0.50%, 1.37%; and Evergreen VA Strategic Income Fund:
0.52%, 0.32%, 0.84%.

(7) FMR agreed to reimburse a portion of Mid Cap Portfolio's expenses during the
period. Without this reimbursement, the Portfolio's management fee, distribution
& service fee (12b-1), other expenses and total expenses would have been 0.57%,
0.10%, 2.74% and 3.41% respectively.

(8) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds'
custodians, credits realized as a result of uninvested cash balances were used
to reduce a portion of each applicable funds' expenses. With these reductions,
the "Other Expenses," and "Total" presented in the table would have been 0.07%
and 0.75% for Contrafund(R) Portfolio.

(9) The fund's class 2 distribution plan or "Rule 12b-1 plan" is described in
the fund's prospectus.

(10) On Feb 8, 2000, a merger and reorganization was approved that combined the
assets of the fund with a similar fund of the Templeton Variable products Series
Fund, effective May 1, 2000. On Feb. 8, 2000, fund shareholders approved new
management fees, which apply to the combined fund effective May 1, 2000. The
table shows restated total expenses based on the new fees and assets of the fund
as of Dec. 31, 1999, and not the assets of the combined fund. However, if the
table reflected both the new fees and the combined assets, the fund's expenses
after May 1, 2000 would be estimated as: "Management Fees" 0.55%, "12b-1 Fees"
0.25%, "Other Expenses" 0.27%, and "Total" 1.07%.

(11) On Feb. 8, 2000 a merger and reorganization was approved that combined the
fund with a similar fund of Templeton Variable Products Series Fund, effective
May 1, 2000. The table shows total expenses based on the fund's assets as of
Dec. 31, 1999, and not the assets of the combined fund. However, if the table
reflected combined assets, the fund's expenses after May 1, 2000 would be
estimated as: "Management Fees" 0.60%, "12b-1 Fees" 0.25%, "Other Expenses"
0.19%, and "Total" 1.04%.

(12) Previously Templeton Developing Markets Fund. On Feb 8, 2000, shareholders
approved a merger and reorganization combined the fund with the Templeton
Developing Markets Equity Fund, effective May 1, 2000. The shareholders of that
fund had approved new management fees, which apply to the combined fund
effective May 1, 2000. The table shows restated total expenses based on the new
fees and assets of the fund as of Dec. 31, 1999, and not the assets of the
combined fund. However, if the table reflected both the new fees and the
combined assets, the fund's expenses after May 1, 2000 would be estimated as:
"Management Fees" 1.25%, "12b-1 Fees" 0.25%, "Other Expenses" 0.29%, and "Total"
1.79%. The fund's class 2 distribution plan or "Rule 12b-1 plan" is described in
the fund's prospectus. While the maximum amount payable under the fund's class 2
Rule 12b-1 plan is 0.35% per year of the fund's average daily net assets, the
Board of Trustees of Franklin Templeton Variable Insurance Products Trust has
set the current rate at 0.25% per year.

(13) Previously Templeton International Fund. Feb 8, 2000, shareholders approved
a merger and reorganization combined the fund with the Templeton International
Equity Fund, effective May 1, 2000. The shareholders of that fund had approved
new management fees, which apply to the combined fund effective May 1, 2000. The
table shows restated total expenses based on the new fees and assets of the fund
as of Dec. 31, 1999, and not the assets of the combined fund. However, if the
table reflected both the new fees and the combined assets, the fund's expenses
after May 1, 2000 would be estimated as: "Management Fees" 0.65%, "12b-1 Fees"
0.25%, "Other Expenses" 0.20%, and "Total" 1.10%

(14) Each Series has adopted a distribution plan under Rule 12b-1 that permits
it to pay marketing and other fees to support the sales and distribution of
service class shares (these fees are referred to as distribution fees).

(15) Each series has an expense offset arrangement which reduces the series'
custodian fee based upon the amount of cash maintained by the series with its
custodian and dividend disbursing agent. The series may enter into other similar
arrangements and directed brokerage arrangements, which would also have the
effect of reducing the series' expenses. "Other Expenses" do not take into
account these expense reductions, and are therefore higher than the actual
expenses of the series. Had these fee reductions been taken into account, Net
Expenses would be lower, and for service class shares would be estimated to be:
1.10% for Growth Series, 1.25% for New Discovery Series and 1.09% for Total
Return Series.

(16) MFS has contractually agreed, subject to reimbursement, to bear expenses
for the series' expenses such that "Other Expenses" (after taking into account
the expense offset arrangement described above), do not exceed 0.15% annually.
Without this agreement, "Other Expenses" and "Total" would be 0.71%and 1.66% for
Growth Series and 1.59% and 2.69% for New Discovery Series. These contractual
fee arrangements will continue until at least May 1, 2001, unless changed with
the consent of the board of trustees which oversees the series.


                                       10
<PAGE>

EXAMPLES: *

You would pay the following expenses on a $1,000 investment if you have a
qualified annuity without any optional riders and assuming a 5% annual return
and....
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  A TOTAL WITHDRAWAL AT THE        NO WITHDRAWAL OR SELECTION OF AN ANNUITY
                                                   END OF EACH TIME PERIOD        PAYOUT PLAN AT THE END OF EACH TIME PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  1 YEAR            3 YEARS               1 YEAR                3 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>                   <C>                   <C>
AXP(SM) VARIABLE PORTFOLIO -
- ------------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                            $98.35           $126.80               $18.35                $56.80
- ------------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                             100.30            132.71                20.30                 62.71
- ------------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                     99.07            128.98                19.07                 58.98
- ------------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund(R)                           99.58            130.54                19.58                 60.54
- ------------------------------------------------------------------------------------------------------------------------------------
   S&P 500 Index Fund                               96.40            120.87                16.40                 50.87
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        103.88            143.54                23.88                 73.54
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I.
- ------------------------------------------------------------------------------------------------------------------------------------
   Capital Appreciation Fund                        98.76            128.05                18.76                 58.05
- ------------------------------------------------------------------------------------------------------------------------------------
   Dent Demographic Trends Fund                    105.63            148.76                25.63                 78.76
- ------------------------------------------------------------------------------------------------------------------------------------
   Value Fund                                       99.07            128.98                19.07                 58.98
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANCE VP
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth & Income Portfolio (Class B)             101.22            135.50                21.22                 65.50
- ------------------------------------------------------------------------------------------------------------------------------------
   Premier Growth Portfolio (Class B)              104.50            145.38                24.50                 75.38
- ------------------------------------------------------------------------------------------------------------------------------------
   Technology Portfolio (Class B)                  103.58            142.61                23.58                 72.61
- ------------------------------------------------------------------------------------------------------------------------------------
EVERGREEN VA
- ------------------------------------------------------------------------------------------------------------------------------------
   Global Leaders Fund                             101.63            136.74                21.63                 66.74
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth and Income Fund                          101.63            136.74                21.63                 66.74
- ------------------------------------------------------------------------------------------------------------------------------------
   Masters Fund                                    101.53            136.43                21.53                 66.43
- ------------------------------------------------------------------------------------------------------------------------------------
   Omega Fund                                      101.12            135.19                21.12                 65.19
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Value Fund                            101.63            136.74                21.63                 66.74
- ------------------------------------------------------------------------------------------------------------------------------------
   Strategic Income Fund                            99.89            131.47                19.89                 61.47
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY VIP
- ------------------------------------------------------------------------------------------------------------------------------------
   III Mid Cap Portfolio (Service Class)           102.24            138.60                22.24                 68.60
- ------------------------------------------------------------------------------------------------------------------------------------
   Contrafund(R) Portfolio (Service Class)          99.27            129.60                19.27                 59.60
- ------------------------------------------------------------------------------------------------------------------------------------
   High Income Portfolio (Service Class)            99.37            129.92                19.37                 59.92
- ------------------------------------------------------------------------------------------------------------------------------------
FTVIPT
- ------------------------------------------------------------------------------------------------------------------------------------
   Franklin Small Cap Fund - Class 2               102.24            138.60                22.24                 68.60
- ------------------------------------------------------------------------------------------------------------------------------------
   Mutual Shares Securities Fund - Class 2         101.94            137.67                21.94                 67.67
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton Developing Markets Securities         109.83            161.30                29.83                 91.30
   Fund - Class 2
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton International Securities Fund         102.86            140.45                22.86                 70.45
   - Class 2
- ------------------------------------------------------------------------------------------------------------------------------------
MFS(R) VIT
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth Series - Service Class                   102.65            139.83                22.65                 69.83
- ------------------------------------------------------------------------------------------------------------------------------------
   New Discovery Series - Service Class            104.29            144.77                24.29                 74.77
- ------------------------------------------------------------------------------------------------------------------------------------
   Total Return Series - Service Class             102.55            139.52                22.55                 69.52
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VARIABLE TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Growth and Income Fund - Class         97.94            125.56                17.94                 55.56
   IB Shares
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT International New                     107.27            153.67                27.27                 83.67
   Opportunities Fund - Class IB Shares
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Vista Fund - Class IB Shares          100.50            133.33                20.50                 63.33
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       11
<PAGE>

You would pay the following expenses on a $1,000 investment if you have a
qualified annuity with the optional 0.10% Maximum Anniversary Value Death
Benefit Rider, 0.30% Guaranteed Minimum Income Benefit Rider and assuming a 5%
annual return and....
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   A TOTAL WITHDRAWAL AT THE        NO WITHDRAWAL OR SELECTION OF AN ANNUITY
                                                    END OF EACH TIME PERIOD        PAYOUT PLAN AT THE END OF EACH TIME PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1 YEAR            3 YEARS               1 YEAR                3 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>                   <C>                   <C>
AXP(SM) VARIABLE PORTFOLIO -
- ------------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                            $102.45           $139.21               $22.45                  $69.21
- ------------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                              104.40            145.07                24.40                   75.07
- ------------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                     103.17            141.38                23.17                   71.38
- ------------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund(R)                           103.68            142.92                23.68                   72.92
- ------------------------------------------------------------------------------------------------------------------------------------
   S&P 500 Index Fund                               100.50            133.33                20.50                   63.33
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                         107.98            155.81                27.98                   85.81
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I.
- ------------------------------------------------------------------------------------------------------------------------------------
   Capital Appreciation Fund                        102.86            140.45                22.86                   70.45
- ------------------------------------------------------------------------------------------------------------------------------------
   Dent Demographic Trends Fund                     109.73            161.00                29.73                   91.00
- ------------------------------------------------------------------------------------------------------------------------------------
   Value Fund                                       103.17            141.38                23.17                   71.38
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANCE VP
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth & Income Portfolio (Class B)              105.32            147.84                25.32                   77.84
- ------------------------------------------------------------------------------------------------------------------------------------
   Premier Growth Portfolio (Class B)               108.60            157.64                28.60                   87.64
- ------------------------------------------------------------------------------------------------------------------------------------
   Technology Portfolio (Class B)                   107.68            154.89                27.68                   84.89
- ------------------------------------------------------------------------------------------------------------------------------------
EVERGREEN VA
- ------------------------------------------------------------------------------------------------------------------------------------
   Global Leaders Fund                              105.73            149.07                25.73                   79.07
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth and Income Fund                           105.73            149.07                25.73                   79.07
- ------------------------------------------------------------------------------------------------------------------------------------
   Masters Fund                                     105.63            148.76                25.63                   78.76
- ------------------------------------------------------------------------------------------------------------------------------------
   Omega Fund                                       105.22            147.54                25.22                   77.54
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Value Fund                             105.73            149.07                25.73                   79.07
- ------------------------------------------------------------------------------------------------------------------------------------
   Strategic Income Fund                            103.99            143.84                23.99                   73.84
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY VIP
- ------------------------------------------------------------------------------------------------------------------------------------
   III Mid Cap Portfolio (Service Class)            106.34            150.91                26.34                   80.91
- ------------------------------------------------------------------------------------------------------------------------------------
   Contrafund(R) Portfolio (Service Class)          103.37            141.99                23.37                   71.99
- ------------------------------------------------------------------------------------------------------------------------------------
   High Income Portfolio (Service Class)            103.47            142.30                23.47                   72.30
- ------------------------------------------------------------------------------------------------------------------------------------
FTVIPT
- ------------------------------------------------------------------------------------------------------------------------------------
   Franklin Small Cap Fund - Class 2                106.34            150.91                26.34                   80.91
- ------------------------------------------------------------------------------------------------------------------------------------
   Mutual Shares Securities Fund - Class 2          106.04            149.99                26.04                   79.99
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton Developing Markets Securities          113.93            173.43                33.93                  103.43
   Fund - Class 2
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton International Securities Fund -        106.96            152.75                26.96                   82.75
   Class 2
- ------------------------------------------------------------------------------------------------------------------------------------
MFS(R) VIT
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth Series - Service Class                    106.75            152.14                26.75                   82.14
- ------------------------------------------------------------------------------------------------------------------------------------
   New Discovery Series - Service Class             108.39            157.03                28.39                   87.03
- ------------------------------------------------------------------------------------------------------------------------------------
   Total Return Series - Service Class              106.65            151.83                26.65                   81.83
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VARIABLE TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Growth and Income Fund - Class         102.04            137.98                22.04                   67.98
   IB Shares
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT International New Opportunities        111.37            165.86                31.37                   95.86
   Fund - Class IB Shares
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Vista Fund - Class IB Shares           104.60            145.69                24.60                   75.69
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

You would pay the following expenses on a $1,000 investment if you have a
nonqualified annuity without any optional riders and assuming a 5% annual return
and....
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   A TOTAL WITHDRAWAL AT THE        NO WITHDRAWAL OR SELECTION OF AN ANNUITY
                                                    END OF EACH TIME PERIOD        PAYOUT PLAN AT THE END OF EACH TIME PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1 YEAR            3 YEARS               1 YEAR                3 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>                   <C>                   <C>
AXP(SM) VARIABLE PORTFOLIO -
- ------------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                            $100.91           $134.57               $20.91                  $64.57
- ------------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                              102.86            140.45                22.86                   70.45
- ------------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                     101.63            136.74                21.63                   66.74
- ------------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund(R)                           102.14            138.29                22.14                   68.29
- ------------------------------------------------------------------------------------------------------------------------------------
   S&P 500 Index Fund                                98.96            128.67                18.96                   58.67
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                         106.45            151.22                26.45                   81.22
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I.
- ------------------------------------------------------------------------------------------------------------------------------------
   Capital Appreciation Fund                        101.32            135.81                21.32                   65.81
- ------------------------------------------------------------------------------------------------------------------------------------
   Dent Demographic Trends Fund                     108.19            156.42                28.19                   86.42
- ------------------------------------------------------------------------------------------------------------------------------------
   Value Fund                                       101.63            136.74                21.63                   66.74
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANCE VP
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth & Income Portfolio (Class B)              103.78            143.23                23.78                   73.23
- ------------------------------------------------------------------------------------------------------------------------------------
   Premier Growth Portfolio (Class B)               107.06            153.06                27.06                   83.06
- ------------------------------------------------------------------------------------------------------------------------------------
   Technology Portfolio (Class B)                   106.14            150.30                26.14                   80.30
- ------------------------------------------------------------------------------------------------------------------------------------
EVERGREEN VA
- ------------------------------------------------------------------------------------------------------------------------------------
   Global Leaders Fund                              104.19            144.46                24.19                   74.46
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth and Income Fund                           104.19            144.46                24.19                   74.46
- ------------------------------------------------------------------------------------------------------------------------------------
   Masters Fund                                     104.09            144.15                24.09                   74.15
- ------------------------------------------------------------------------------------------------------------------------------------
   Omega Fund                                       103.68            142.92                23.68                   72.92
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Value Fund                             104.19            144.46                24.19                   74.46
- ------------------------------------------------------------------------------------------------------------------------------------
   Strategic Income Fund                            102.45            139.21                22.45                   69.21
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY VIP
- ------------------------------------------------------------------------------------------------------------------------------------
   III Mid Cap Portfolio (Service Class)            104.81            146.31                24.81                   76.31
- ------------------------------------------------------------------------------------------------------------------------------------
   Contrafund(R) Portfolio (Service Class)          101.83            137.36                21.83                   67.36
- ------------------------------------------------------------------------------------------------------------------------------------
   High Income Portfolio (Service Class)            101.94            137.67                21.94                   67.67
- ------------------------------------------------------------------------------------------------------------------------------------
FTVIPT
- ------------------------------------------------------------------------------------------------------------------------------------
   Franklin Small Cap Fund - Class 2                104.81            146.31                24.81                   76.31
- ------------------------------------------------------------------------------------------------------------------------------------
   Mutual Shares Securities Fund - Class 2          104.50            145.38                24.50                   75.38
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton Developing Markets Securities          112.39            168.89                32.39                   98.89
   Fund - Class 2
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton International Securities Fund -        105.42            148.15                25.42                   78.15
   Class 2
- ------------------------------------------------------------------------------------------------------------------------------------
MFS(R) VIT
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth Series - Service Class                    105.22            147.54                25.22                   77.54
- ------------------------------------------------------------------------------------------------------------------------------------
   New Discovery Series - Service Class             106.86            152.44                26.86                   82.44
- ------------------------------------------------------------------------------------------------------------------------------------
   Total Return Series - Service Class              105.11            147.23                25.11                   77.23
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VARIABLE TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Growth and Income Fund - Class         100.50            133.33                20.50                   63.33
   IB Shares
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT International New Opportunities        109.83            161.30                29.83                   91.30
   Fund - Class IB Shares
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Vista Fund - Class IB Shares           103.06            141.07                23.06                   71.07
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13
<PAGE>

You would pay the following expenses on a $1,000 investment if you have a
nonqualified annuity with the optional 0.10% Maximum Anniversary Value Death
Benefit Rider, 0.30% Guaranteed Minimum Income Benefit Rider and assuming a 5%
annual return and....
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   A TOTAL WITHDRAWAL AT THE        NO WITHDRAWAL OR SELECTION OF AN ANNUITY
                                                    END OF EACH TIME PERIOD        PAYOUT PLAN AT THE END OF EACH TIME PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   1 YEAR            3 YEARS               1 YEAR                3 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>                   <C>                   <C>
AXP(SM) VARIABLE PORTFOLIO -
- ------------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                            $105.01           $146.92               $25.01                  $76.92
- ------------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                              106.96            152.75                26.96                   82.75
- ------------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                     105.73            149.07                25.73                   79.07
- ------------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund(R)                           106.24            150.61                26.24                   80.61
- ------------------------------------------------------------------------------------------------------------------------------------
   S&P 500 Index Fund                               103.06            141.07                23.06                   71.07
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                         110.55            163.43                30.55                   93.43
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I.
- ------------------------------------------------------------------------------------------------------------------------------------
   Capital Appreciation Fund                        105.42            148.15                25.42                   78.15
- ------------------------------------------------------------------------------------------------------------------------------------
   Dent Demographic Trends Fund                     112.29            168.59                32.29                   98.59
- ------------------------------------------------------------------------------------------------------------------------------------
   Value Fund                                       105.73            149.07                25.73                   79.07
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANCE VP
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth & Income Portfolio (Class B)              107.88            155.50                27.88                   85.50
- ------------------------------------------------------------------------------------------------------------------------------------
   Premier Growth Portfolio (Class B)               111.16            165.25                31.16                   95.25
- ------------------------------------------------------------------------------------------------------------------------------------
   Technology Portfolio (Class B)                   110.24            162.52                30.24                   92.52
- ------------------------------------------------------------------------------------------------------------------------------------
EVERGREEN VA
- ------------------------------------------------------------------------------------------------------------------------------------
   Global Leaders Fund                              108.29            156.73                28.29                   86.73
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth and Income Fund                           108.29            156.73                28.29                   86.73
- ------------------------------------------------------------------------------------------------------------------------------------
   Masters Fund                                     108.19            156.42                28.19                   86.42
- ------------------------------------------------------------------------------------------------------------------------------------
   Omega Fund                                       107.78            155.20                27.78                   85.20
- ------------------------------------------------------------------------------------------------------------------------------------
   Small Cap Value Fund                             108.29            156.73                28.29                   86.73
- ------------------------------------------------------------------------------------------------------------------------------------
   Strategic Income Fund                            106.55            151.52                26.55                   81.52
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY VIP
- ------------------------------------------------------------------------------------------------------------------------------------
   III Mid Cap Portfolio (Service Class)            108.91            158.56                28.91                   88.56
- ------------------------------------------------------------------------------------------------------------------------------------
   Contrafund(R) Portfolio (Service Class)          105.93            149.68                25.93                   79.68
- ------------------------------------------------------------------------------------------------------------------------------------
   High Income Portfolio (Service Class)            106.04            149.99                26.04                   79.99
- ------------------------------------------------------------------------------------------------------------------------------------
FTVIPT
- ------------------------------------------------------------------------------------------------------------------------------------
   Franklin Small Cap Fund - Class 2                108.91            158.56                28.91                   88.56
- ------------------------------------------------------------------------------------------------------------------------------------
   Mutual Shares Securities Fund - Class 2          108.60            157.64                28.60                   87.64
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton Developing Markets Securities          116.49            180.96                36.49                  110.96
   Fund - Class 2
- ------------------------------------------------------------------------------------------------------------------------------------
   Templeton International Securities Fund -        109.52            160.39                29.52                   90.39
   Class 2
- ------------------------------------------------------------------------------------------------------------------------------------
MFS(R) VIT
- ------------------------------------------------------------------------------------------------------------------------------------
   Growth Series - Service Class                    109.32            159.78                29.32                   89.78
- ------------------------------------------------------------------------------------------------------------------------------------
   New Discovery Series - Service Class             110.96            164.64                30.96                   94.64
- ------------------------------------------------------------------------------------------------------------------------------------
   Total Return Series - Service Class              109.21            159.47                29.21                   89.47
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VARIABLE TRUST
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Growth and Income Fund - Class         104.60            145.69                24.60                   75.69
   IB Shares
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT International New Opportunities        113.93            173.43                33.93                  103.43
   Fund - Class IB Shares
- ------------------------------------------------------------------------------------------------------------------------------------
   Putnam VT Vista Fund - Class IB Shares           107.16            153.36                27.16                   83.36
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*In these examples, the $40 contract administrative charge is approximated as a
0.100% charge based on our estimated average contract size. Premium taxes
imposed by some state and local governments are not reflected in these examples.
We entered into


                                       14
<PAGE>

certain arrangements under which we are compensated by the funds' advisors
and/or distributors for the administrative services we provide to the funds.

YOU SHOULD NOT CONSIDER THESE EXAMPLES AS REPRESENTATIONS OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.

CONDENSED FINANCIAL INFORMATION (UNAUDITED)

The following tables give per-unit information about the financial history for
each subaccount. We have not provided this information for some of the
subaccounts because they are new and do not have any history.
<TABLE>
<CAPTION>
YEAR ENDED DEC. 31,
                                                              1999
<S>                                                         <C>
SUBACCOUNT PCMG1(1) (INVESTING IN SHARES OF AXP(SM) VARIABLE PORTFOLIO -- CASH
MANAGEMENT FUND)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.01
at end of period

Number of accumulation                                         260
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets

Simple yield(3)                                              4.62%

Compound yield(3)                                            4.73%

SUBACCOUNT PMGD1(1) (INVESTING IN SHARES OF AXP(SM) VARIABLE PORTFOLIO --
MANAGED FUND)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.08
at end of period

Number of accumulation                                         259
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets
</TABLE>

                                       15
<PAGE>
<TABLE>
<S>                                                         <C>
SUBACCOUNT PNDM1(1) (INVESTING IN SHARES OF AXP(SM) VARIABLE PORTFOLIO -- NEW
DIMENSIONS FUND(R))

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.15
at end of period

Number of accumulation                                         257
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets

SUBACCOUNT PSCA1(1) (INVESTING IN SHARES OF AXP(SM) VARIABLE PORTFOLIO -- SMALL
CAP ADVANTAGE FUND)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.11
at end of period

Number of accumulation                                         254
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets

SUBACCOUNT PCAP1(2) (INVESTING IN SHARES OF AIM V.I. CAPITAL APPRECIATION FUND)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.26
at end of period

Number of accumulation                                         251
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets
</TABLE>

                                       16
<PAGE>
<TABLE>
<S>                                                         <C>
SUBACCOUNT PVAL1(2) (INVESTING IN SHARES OF AIM V.I. VALUE FUND)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.11
at end of period

Number of accumulation                                         258
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets

SUBACCOUNT PMDC1(2) (INVESTING IN SHARES OF FIDELITY VIP III MID CAP PORTFOLIO -
SERVICE CLASS)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.24
at end of period

Number of accumulation                                         188
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets

SUBACCOUNT PSMC1(2) (INVESTING IN SHARES OF FTVIPT FRANKLIN SMALL CAP FUND -
CLASS 2)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.43
at end of period

Number of accumulation                                         243
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets
</TABLE>

                                       17
<PAGE>
<TABLE>
<S>                                                         <C>
SUBACCOUNT PMSS1(2) (INVESTING IN SHARES OF FTVIPT MUTUAL SHARES SECURITIES
FUND - CLASS 2)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.03
at end of period

Number of accumulation                                         260
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets

SUBACCOUNT PNDS1(2) (INVESTING IN SHARES OF MFS(R) VIT NEW DISCOVERY SERIES)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.43
at end of period

Number of accumulation                                         238
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets

SUBACCOUNT PTRS1(2) (INVESTING IN SHARES OF MFS(R) VIT TOTAL RETURN SERIES)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $1.00
at end of period

Number of accumulation                                         259
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets
</TABLE>

                                       18
<PAGE>
<TABLE>
<S>                                                         <C>
SUBACCOUNT PGIN1(2) (INVESTING IN SHARES OF PUTNAM VT GROWTH AND INCOME FUND -
CLASS IB SHARES)

Accumulation unit                                            $1.00
value at beginning
of period

Accumulation unit value                                      $0.97
at end of period

Number of accumulation                                         262
units outstanding at end
of period

Ratio of operating                                           1.25%
expense to average
net assets
</TABLE>
(1) Operations commenced on Nov. 10, 1999.
(2) Operations commenced on Nov. 9, 1999.

FINANCIAL STATEMENTS

You can find the audited financial statements of the subaccounts with financial
history in the SAI. The SAI does not include the audited financial statements
for some of the subaccounts because they are new and do not have any assets. You
can find our audited financial statements later in this prospectus.

PERFORMANCE INFORMATION

Performance information for the subaccounts may appear from time to time in
advertisements or sales literature. This information reflects the performance of
a hypothetical investment in a particular subaccount during a specified time
period. We show actual performance from the date the subaccounts began investing
in the funds. Currently, we do not provide any performance information because
they are new and have not had any activity to date. However, we show performance
from the commencement date of the funds as if the contract existed at that time,
which it did not. Although we base performance figures on historical earnings,
past performance does not guarantee future results.

We include non-recurring charges (such as withdrawal charges) in total return
figures, but not in yield quotations. Excluding non-recurring charges in yield
calculations increases the reported value.

Total return figures do not reflect any purchase payment credits or performance
credits.

Total return figures reflect deduction of all applicable charges, including the:

- -    contract administrative charge,
- -    variable account administrative charge,
- -    Maximum Anniversary Value Death Benefit Rider* fee,
- -    Guaranteed Minimum Income Benefit Rider** fee,
- -    Performance Credit Rider** fee,
- -    mortality and expense risk fee, and
- -    withdrawal charge (assuming a withdrawal at the end of the illustrated
     period).

* Available if both you and the annuitant are age 79 or younger. May not be
available in all states.

** You may select either the Guarantee Minimum Income Benefit Rider or the
Performance Credit Rider, but not both. Riders may not be available in all
states. The Guaranteed Minimum Income Benefit Rider is available if the
annuitant is age 75 or younger.


                                       19
<PAGE>

We also show optional total return quotations that do not reflect deduction of
the withdrawal charge (assuming no withdrawal) and the Guaranteed Minimum Income
Benefit Rider fee. We may show total return quotations by means of schedules,
charts or graphs.

AVERAGE ANNUAL TOTAL RETURN is the average annual compounded rate of return of
the investment over a period of one, five and ten years (or up to the life of
the subaccount if it is less than ten years old).

CUMULATIVE TOTAL RETURN is the cumulative change in the value of an investment
over a specified time period. We assume that income earned by the investment is
reinvested. Cumulative total return generally will be higher than average annual
total return.

ANNUALIZED SIMPLE YIELD (FOR SUBACCOUNTS INVESTING IN MONEY MARKET FUNDS)
"annualizes" the income generated by the investment over a given seven-day
period. That is, we assume the amount of income generated by the investment
during the period will be generated each seven-day period for a year. We show
this as a percentage of the investment.

ANNUALIZED COMPOUND YIELD (FOR SUBACCOUNTS INVESTING IN MONEY MARKET FUNDS) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it. Compound yield will be higher than simple yield because of the
compounding effect of the assumed reinvestment.

ANNUALIZED YIELD (FOR SUBACCOUNTS INVESTING IN INCOME FUNDS) divides the net
investment income (income less expenses) for each accumulation unit during a
given 30-day period by the value of the unit on the last day of the period. We
then convert the result to an annual percentage.

You should consider performance information in light of the investment
objectives, policies, characteristics and quality of the fund in which the
subaccount invests and the market conditions during the specified time period.
Advertised yields and total return figures include charges that reduce
advertised performance. Therefore, you should not compare subaccount performance
to that of mutual funds that sell their shares directly to the public. (See the
SAI for a further description of methods used to determine total return and
yield.)

If you would like additional information about actual performance, please
contact us at the address or telephone number on the first page of this
prospectus.

THE VARIABLE ACCOUNT AND THE FUNDS

You may allocate payments to any or all the subaccounts of the variable account
that invest in shares of the following funds:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
 Subaccount   Investing In                        Investment Objectives and Policies             Investment Advisor or Manager
- ---------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                      <C>                                                      <C>
    UCMG1     AXP(SM) Variable         Objective: maximum current income consistent with        IDS Life Insurance Company (IDS
    UCMG2     Portfolio- Cash          liquidity and conservation of capital. Invests in money  Life), investment manager;
    UCMG4     Management Fund          market securities.                                       American Express Financial
    PCMG1                                                                                       Corporation (AEFC) investment
                                                                                                advisor.
- ---------------------------------------------------------------------------------------------------------------------------------
    UFIF1     AXP(SM) Variable         Objective: a high level of current income and safety of  IDS Life, investment manager;
    UFIF2     Portfolio- Federal       principal consistent with an investment in U.S.          AEFC, investment advisor.
    UFIF3     Income Fund              government and government agency securities. Invests
    UFIF4                              primarily in debt obligations issued or guaranteed as
                                       to principal and interest by the U.S. government, its
                                       agencies or instrumentalities.
- ---------------------------------------------------------------------------------------------------------------------------------
    UMGD1     AXP(SM) Variable         Objective: maximum total investment return through a     IDS Life, investment manager;
    UMGD2     Portfolio- Managed Fund  combination of capital growth and current income.        AEFC, investment advisor.
    UMGD4                              Invests primarily in a combination of common and
    PMGD1                              preferred stocks, convertible securities, bonds and
                                       other debt securities.
- ---------------------------------------------------------------------------------------------------------------------------------
    UNDM1     AXP(SM) Variable         Objective: long-term growth of capital. Invests          IDS Life, investment manager;
    UNDM2     Portfolio- New           primarily in common stocks of U.S. and foreign           AEFC, investment advisor.
    UNDM4     Dimensions Fund(R)       companies showing potential for significant growth.
    PNDM1
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       20
<PAGE>
<TABLE>
<S>           <C>                      <C>                                                      <C>
- ---------------------------------------------------------------------------------------------------------------------------------
    USPF1     AXP(SM) Variable         Objective: long-term capital appreciation. Invests       IDS Life, investment manager;
    USPF2     Portfolio-               primarily in securities that are expected to provide     AEFC investment advisor.
    USPF3     S&P 500 Index Fund       investment results that correspond to the performance
    USPF4                              of the S&P 500 Index.
- ---------------------------------------------------------------------------------------------------------------------------------
    USCA1     AXP(SM) Variable         Objective: long-term capital growth. Invests primarily   IDS Life, investment manager;
    USCA2     Portfolio-               in equity securities of small companies that are often   AEFC, investment advisor.
    USCA4     Small Cap                included in the S&P SmallCap 600 Index or the Russell
    PSCA1     Advantage Fund           2000 Index.
- ---------------------------------------------------------------------------------------------------------------------------------
    UCAP1     AIM V.I. Capital         Objective: growth of capital. Invests primarily in       A I M Advisors, Inc.
    UCAP2     Appreciation Fund        common stocks, with emphasis on medium- or small-sized
    UCAP4                              growth companies.
    PCAP1
- ---------------------------------------------------------------------------------------------------------------------------------
    UDDT1     AIM V.I. Dent            Objective: long term growth of capital. Seeks to meet    A I M Advisors, Inc.
    UDDT2     Demographic Trends Fund  its objective by investing in securities of companies
    UDDT3                              that are likely to benefit from changing demographic,
    UDDT4                              economic, and lifestyle trends.
- ---------------------------------------------------------------------------------------------------------------------------------
    UVAL1     AIM V.I. Value Fund      Objective: long-term growth of capital with income as a  A I M Advisors, Inc.
    UVAL2                              secondary objective. Invests primarily in equity
    UVAL4                              securities judged to be undervalued relative to the
    PVAL1                              investment advisor's appraisal of the current or
                                       projected earnings of the companies issuing the
                                       securities, or relative to current market values of
                                       assets owned by the companies issuing the securities,
                                       or relative to the equity market generally.
- ---------------------------------------------------------------------------------------------------------------------------------
    UGIP1     Alliance VP Growth &     Objective: reasonable current income and reasonable      Alliance Capital Management.
    UGIP2     Income Portfolio         appreciation. Invests primarily in dividend-paying       L.P.
    UGIP3     (Class B)                common stocks of good quality.
    UGIP4
- ---------------------------------------------------------------------------------------------------------------------------------
    UPRG1     Alliance VP Premier      Objective: long-term growth of capital by pursuing       Alliance Capital Management.
    UPRG2     Growth Portfolio         aggresive investment policies. Invests primarily in      L.P.
    UPRG3     (Class B)                equity securities of a limited number of large,
    UPRG4                              carefully selected, high-quality U.S. companies that
                                       are judged likely to achieve superior earnings growth.
- ---------------------------------------------------------------------------------------------------------------------------------
    UTEC1     Alliance VP Technology   Objective: growth of capital. Current income is only an  Alliance Capital Management.
    UTEC2     Portfolio (Class B)      incidental consideration. Invests primarily in           L.P.
    UTEC3                              securities of companies expected to benefit from
    UTEC4                              technological advances and improvements.
- ---------------------------------------------------------------------------------------------------------------------------------
    UEGL1     Evergreen VA Global      Objective: long-term capital growth. Invests primarily   Evergreen Asset Management
    UEGL2     Leaders Fund             in a diversified portfolio of equity securities of       Corp. (EAMC)
    UEGL3                              companies located in the world's major industrialized
    UEGL4                              countries. The Fund will make investments in no less
                                       than three countries, which may include the U.S., but
                                       may invest more than 25% of its total assets in one
                                       country.
- ---------------------------------------------------------------------------------------------------------------------------------
    UEGI1     Evergreen VA Growth and  Objective: capital growth and current income. Invests    EAMC
    UEGI2     Income Fund              primarily in common stocks of mid-sized U.S. companies.
    UEGI3                              The Fund's stock selection is based on a diversified
    UEGI4                              style of equity that allows it to invest in both growth
                                       and value equity securities and which have a catalyst
                                       (new products, new management, changes in regulation
                                       and/or restructuring potential) that will bring the
                                       stock's price into line with its actual or potential
                                       value.
- ---------------------------------------------------------------------------------------------------------------------------------
    UEMS1     Evergreen VA Masters     Objective: long-term capital appreciation. The           Evergreen Investment
    UEMS2     Fund                     portfolio's assets are invested on an approximately      Management, investment advisor;
    UEMS3                              equal basis among the following four styles, each        EAMC, MFS Institutional
    UEMS4                              implemented by a different sub-investment advisor: 1)    Advisors Inc.,
                                       equity securities of U.S. and foreign companies that     OppenheimerFunds, Inc. and
                                       are temporarily undervalued; 2) equity securities        Putnam Investment Management,
                                       expected to show growth above that of the overall        Inc. sub-investment advisors.
                                       economy and inflation; 3) blended growth and
                                       value-oriented strategy focusing on foreign and
                                       domestic large-cap equity securities; and 4) growth
                                       oriented strategy focusing on large-cap equity
                                       securities of U.S. and foreign issuers.
- ---------------------------------------------------------------------------------------------------------------------------------
    UEOM1     Evergreen VA Omega Fund  Objective: long-term capital growth. Invests primarily   Evergreen Investment Management
    UEOM2                              in common stocks of U.S. companies across all market     Company (EIMC)
    UEOM3                              capitalizations.
    UEOM4
- ---------------------------------------------------------------------------------------------------------------------------------
    UESC1     Evergreen VA Small Cap   Objective: current income and capital growth. Invests    EAMC
    UESC2     Value Fund               primarily in common stocks and convertible preferred
    UESC3                              stocks of small companies (less than $1.5 billion in
    UESC4                              market capitalization).
- ---------------------------------------------------------------------------------------------------------------------------------
    UESI1     Evergreen VA Strategic   Objective: high current income from interest on debt     EIMC
    UESI2     Income Fund              securities with a secondary objective of potential for
    UESI3                              growth of capital. Invests primarily in domestic
    UESI4                              high-yield, high-risk bonds and debt securities of
                                       foreign governments and corporations.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       21
<PAGE>
<TABLE>
<S>           <C>                      <C>                                                      <C>
- ---------------------------------------------------------------------------------------------------------------------------------
    UMDC1     Fidelity VIP III Mid     Objective: long-term growth of capital. Invests          FMR investment manager; FMR
    UMDC2     Cap Portfolio (Service   primarily in medium market capitalization common stocks. U.K. and FMR Far East,
    UMDC4     Class)                                                                            sub-investment advisors.
    PMDC1
- ---------------------------------------------------------------------------------------------------------------------------------
    UCOF1     Fidelity VIP             Objective: long-term capital appreciation. Invests       FMR Investment manager; FMR
    UCOF2     Contrafund(R) Portfolio  primarily in common stocks of foreign and domestic       U.K. and FMR Far East,
    UCOF3     (Service Class)          companies whose value is not fully recognized by the     sub-investment advisors.
    UCOF4                              public.
- ---------------------------------------------------------------------------------------------------------------------------------
    UHIP1     Fidelity VIP High        Objective: high level of current income while also       FMR Investment manager; FMR
    UHIP2     Income Portfolio         considering growth of capital. Invests primarily in      U.K. and FMR Far East,
    UHIP3     (Service Class)          foreign and domestic issued income-producing debt        sub-investment advisors.
    UHIP4                              securities, preferred stocks and convertible
                                       securities, with an emphasis on lower-quality debt
                                       securities. Invests in companies in troubled or
                                       uncertain financial condition.
- ---------------------------------------------------------------------------------------------------------------------------------
    USMC1     FTVIPT Franklin Small    Objective: long-term capital growth. Invests primarily   Franklin Advisers, Inc.
    USMC2     Cap Fund - Class 2       in equity securities of U.S. small capitalization
    USMC4                              (small cap) growth companies.
    PSMC1
- ---------------------------------------------------------------------------------------------------------------------------------
    UMSS1     FTVIPT Mutual Shares     Objective: capital appreciation with income as a         Franklin Mutual Advisers, LLC
    UMSS2     Securities Fund -        secondary goal. Invests primarily in equity securities
    UMSS4     Class 2                  of companies that the manager believes are available at
    PMSS1                              market prices less than their value based on certain
                                       recognized or objective criteria (intrinsic value).
- ---------------------------------------------------------------------------------------------------------------------------------
    UDMS1     FTVIPT Templeton         Objective: long-term capital appreciation. Invests       Templeton Asset Management Ltd.
    UDMS2     Developing Markets Fund  primarily in emerging markets equity securities.
    UDMS3     - Class 2 (previously
    UDMS4     Templeton Developing
              Markets Fund)
- ---------------------------------------------------------------------------------------------------------------------------------
    UINT1     FTVIPT Templeton         Objective: long-term capital growth. Invests primarily   Templeton Investment Counsel,
    UINT2     International            in equity securities of non-U.S. companies, including    Inc.
    UINT3     Securities Fund          emerging markets.
    UINT4     (Class 2)
              (previously Templeton
              International Fund)
- ---------------------------------------------------------------------------------------------------------------------------------
    UGRS1     MFS(R) VIT Growth        Objective: long-term growth of capital and future        MFS Investment Management(R)
    UGRS2     Series - Service Class   income. Invests at least 80% of its total assets in
    UGRS3                              common stocks and related securities of companies which
    UGRS4                              MFS believes offer better than average prospects for
                                       long-term growth.
- ---------------------------------------------------------------------------------------------------------------------------------
    UNDS1     MFS(R) VIT New           Objective: capital appreciation. Invests primarily in    MFS Investment Management(R)
    UNDS2     Discovery Series -       equity securities of emerging growth companies.
    UNDS4     Service Class
    PNDS1
- ---------------------------------------------------------------------------------------------------------------------------------
    UTRS1     MFS(R) VIT New Total     Objective: above-average income (compared to a           MFS Investment Management(R)
    UTRS2     Return Series - Service  portfolio invested entirely in equity securities)
    UTRS4     Class                    consistent with the prudent employment of capital, and
    PTRS1                              secondarily reasonable opportunity for growth of
                                       capital and income. Invests primarily in a combination
                                       of equity and fixed income securities.
- ---------------------------------------------------------------------------------------------------------------------------------
    UGIN1     Putnam VT Growth and     Objective: capital growth and current income. Invests    Putnam Investment Management,
    UGIN2     Income Fund - Class IB   primarily in common stocks that offer potential of       Inc.
    UGIN4     Shares                   capital growth, current income or both.
    PGIN1
- ---------------------------------------------------------------------------------------------------------------------------------
    UINO1     Putnam VT International  Objective: long-term capital appreciation by investing   Putnam Investment Management,
    UINO2     New Opportunities Fund   in companies that have above-average growth prospects    Inc.
    UINO3     - Class IB Shares        due to the fundamental growth of their market sector.
    UINO4                              Invests primarily in growth stocks outside the U.S.
- ---------------------------------------------------------------------------------------------------------------------------------
    UVIS1     Putnam VT Vista Fund -   Objective: capital appreciation. Invests primarily in a  Putnam Investment Management,
    UVIS2     Class IB Shares          diversified portfolio of common stocks that Putnam       Inc.
    UVIS3                              Management believes have the potential for
    UVIS4                              above-average capital appreciation.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The investment objectives and policies of some of the funds are similar to the
investment objectives and policies of other mutual funds that an investment
advisor or its affiliates manage. Although the objectives and policies may be
similar, each fund will have its own portfolio holdings and its own fees and
expenses. Accordingly, each fund will have its own investment results, and those
results may differ significantly from other funds with similar investment
objectives and policies.


                                       22
<PAGE>

The investment managers and advisors cannot guarantee that the funds will meet
their investment objectives. Please read the funds' prospectuses for facts you
should know before investing. These prospectuses are also available by
contacting us at the address or telephone number on the first page of this
prospectus.

All funds are available to serve as the underlying investments for variable
annuities. Some funds also are available to serve as investment options for
variable life insurance policies and tax-deferred retirement plans. It is
possible that in the future, it may be disadvantageous for variable annuity
accounts and variable life insurance accounts and/or tax-deferred retirement
plans to invest in the available funds simultaneously.

Although the insurance company and the funds do not currently foresee any such
disadvantages, the board of directors will monitor events in order to identify
any material conflicts between annuity owners, policy owners and tax-deferred
retirement plans and to determine what action, if any, should be taken in
response to a conflict. If a board were to conclude that it should establish
separate funds for the variable annuity, variable life insurance and
tax-deferred retirement plan accounts, you would not bear any expenses
associated with establishing separate funds. Please refer to the funds'
prospectuses for risk disclosure regarding simultaneous investments by variable
annuity, variable life insurance and tax-deferred retirement plan accounts.

The Internal Revenue Service (IRS) issued final regulations relating to the
diversification requirements under Section 817(h) of the Code. Each fund intends
to comply with these requirements.

The variable account was established under Indiana law on July 15, 1987, and the
subaccounts are registered together as a single unit investment trust under the
Investment Company Act of 1940 (the 1940 Act). This registration does not
involve any supervision of our management or investment practices and policies
by the SEC. All obligations arising under the contracts are general obligations
of American Enterprise Life.

The variable account meets the definition of a separate account under federal
securities laws. We credit or charge income, capital gains and capital losses of
each subaccount only to that subaccount. State insurance law prohibits us from
charging a subaccount with liabilities of any other subaccount or of our general
business. The variable account includes other subaccounts that are available
under contracts that are not described in this prospectus.

The U.S. Treasury and the IRS indicated that they may provide additional
guidance on investment control. This concerns how many variable subaccounts an
insurance company may offer and how many exchanges among subaccounts it may
allow before the contract owner would be currently taxed on income earned within
subaccount assets. At this time, we do not know what the additional guidance
will be or when action will be taken. We reserve the right to modify the
contract, as necessary, so that the owner will not be subject to current
taxation as the owner of the subaccount assets.

We intend to comply with all federal tax laws so that the contract continues to
qualify as an annuity for federal income tax purposes. We reserve the right to
modify the contract as necessary to comply with any new tax laws.

THE FIXED ACCOUNTS

GUARANTEE PERIOD ACCOUNTS

You may allocate purchase payments to one or more of the Guarantee Period
Accounts with Guarantee Periods ranging from two to ten years. These accounts
are not available in all states and are not offered after annuity payouts begin.
Each Guarantee Period Account pays an interest rate that is declared when you
allocate money to that account. That interest rate is then fixed for the
Guarantee Period that you chose. We will periodically change the declared
interest rate for any future allocations to these accounts, but we will not
change the rate paid on money currently in a Guarantee Period Account.


                                       23
<PAGE>

The interest rates that we will declare as guaranteed rates in the future are
determined by us at our discretion. We will determine these rates based on
various factors, including, but not limited to, the interest rate environment,
returns available on investments backing these annuities, product design,
competition and American Enterprise Life's revenues and other expenses.

You may transfer money out of the Guarantee Period Accounts within 30 days
before the end of the Guarantee Period without receiving a MVA (see "Market
Value Adjustment (MVA)" below.) At that time you may choose to start a new
Guarantee Period of the same length, transfer the money to another Guarantee
Period Account, transfer the money to any of the subaccounts, or withdraw the
money from the contract (subject to applicable withdrawal provisions). If we do
not receive any instructions at the end of your Guarantee Period, we will
automatically transfer the money into the one-year fixed account.

We hold amounts you allocate to the Guarantee Period Accounts in a "nonunitized"
separate account we have established under the Indiana Insurance Code. This
separate account provides an additional measure of assurance that we will make
full payment of amounts due under the Guarantee Period Accounts. State insurance
law prohibits us from charging this separate account with liabilities of any
other separate account or of our general business. We own the assets of this
separate account as well as any favorable investment performance of those
assets. You do not participate in the performance of the assets held in this
separate account. We guarantee all benefits relating to your value in the
Guarantee Period Accounts.

We intend to construct and manage the investment portfolio relating to the
separate account using a strategy known as "immunization." Immunization seeks to
lock in a defined return on the pool of assets versus the pool of liabilities
over a specified time horizon. Since the return on the assets versus the
liabilities is locked in, it is "immune" to any potential fluctuations in
interest rates during the given time. We achieve immunization by constructing a
portfolio of assets with a price sensitivity to interest rate changes (i.e.,
price duration) that is essentially equal to the price duration of the
corresponding portfolio of liabilities. Portfolio immunization provides us with
flexibility and efficiency in creating and managing the asset portfolio, while
still assuring safety and soundness for funding liability obligations.

We must invest this portfolio of assets in accordance with requirements
established by applicable state laws regarding the nature and quality of
investments that life insurance companies may make and the percentage of their
assets that they may commit to any particular type of investment. Our investment
strategy will incorporate the use of a variety of debt instruments having price
durations tending to match the applicable Guarantee Periods. These instruments
include, but are not necessarily limited to, the following:

- -    Securities issued by the U.S. government or its agencies or
     instrumentalities, which issues may or may not be guaranteed by the U.S.
     government;
- -    Debt securities that have an investment grade, at the time of purchase,
     within the four highest grades assigned by any of three nationally
     recognized rating agencies - Standard & Poor's, Moody's Investors Service
     or Duff and Phelp's - or are rated in the two highest grades by the
     National Association of Insurance Commissioners;
- -    Other debt instruments which are unrated or rated below investment grade,
     limited to 10% of assets at the time of purchase; and
- -    Real estate mortgages, limited to 45% of portfolio assets at the time of
     acquisition.

In addition, options and futures contracts on fixed income securities will be
used from time to time to achieve and maintain appropriate investment and
liquidity characteristics on the overall asset portfolio.

While this information generally describes our investment strategy, we are not
obligated to follow any particular strategy except as may be required by federal
law and Indiana and other state insurance laws.

MARKET VALUE ADJUSTMENT (MVA)

You may choose to transfer money out of the Guarantee Period Accounts at anytime
after 60 days of transfer or payment allocation into the Account. Any amount
transferred or withdrawn will receive a MVA


                                       24
<PAGE>

which will increase or decrease the actual amount transferred or withdrawn. We
calculate the MVA using the formula shown below and we base it on the current
level of interest rates compared to the rate of your Guarantee Period Account.

Amount transferred   x    (      l + i        )   n/12
                          --------------------
                          (   l + j + .001    )

Where:                    i   =   rate earned in the account from which funds
                                  are being transferred
                          j   =   current rate for a new Guarantee Period equal
                                  to the remaining term in the current Guarantee
                                  Period
                          n   =   number of months remaining in the current
                                  Guarantee Period (rounded up)

We will not make MVAs for amounts withdrawn for withdrawal charges, the annual
contract administrative charge or paid out as a death claim. We also will not
make MVAs on automatic transfers from the two year Guarantee Period Account. We
determine any applicable withdrawal charges based on the market value adjusted
withdrawals. In some states the MVA is limited.

THE ONE-YEAR FIXED ACCOUNT
You may also allocate purchase payments to the one-year fixed account. We back
the principal and interest guarantees relating to the one-year fixed account.
The value of the one-year fixed account increases as we credit interest to the
account. Purchase payments and transfers to the one-year fixed account become
part of our general account. We credit interest daily and compound it annually.
We will change the interest rates from time to time at our discretion. These
rates will be based on various factors including, but not limited to, the
interest rate environment, returns earned on investments backing annuities, the
interest rates currently in effect for new and existing company annuities,
product design, competition, and the company's revenues and expenses.

Interest in the one-year fixed account is not required to be registered with the
SEC. However, the Market Value Adjustment interests under the contracts are
registered with the SEC. The SEC staff does not review the disclosures in this
prospectus on the one-year fixed account (but the SEC does review the
disclosures in this prospectus on the Market Value Adjustment interests).
Disclosures regarding the one-year fixed account, however, may be subject to
certain generally applicable provisions of the federal securities laws relating
to the accuracy and completeness of statements made in prospectuses. (See
"Making the Most of Your Contract -- Transfer policies" for restrictions on
transfers involving the one-year fixed account.)

BUYING YOUR CONTRACT

You can fill out an application and send it along with your initial purchase
payment to our office. As the owner, you have all rights and may receive all
benefits under the contract. You can own a nonqualified annuity in joint tenancy
with rights of survivorship only in spousal situations. You cannot own a
qualified annuity in joint tenancy. You can buy a contract or become an
annuitant if you are 85 or younger. (The age limit may be younger for qualified
annuities in some states.)

When you apply, you may select (if available in your state):

- -    the optional Maximum Anniversary Value Death Benefit Rider*;
- -    an optional Guaranteed Minimum Income Benefit Rider**;
- -    the optional Performance Credit Rider**
- -    the one-year fixed account, Guarantee Period Accounts and/or subaccounts in
     which you want to invest;
- -    how you want to make purchase payments; and
- -    a beneficiary.

* Available if both you and the annuitant are age 79 or younger. May not be
available in all states.

** You may select either the Guarantee Minimum Income Benefit Rider or the
Performance Credit Rider, but not both. Riders may not be available in all
states. The Guaranteed Minimum Income Benefit Rider is available if the
annuitant is age 75 or younger.


                                       25
<PAGE>

The contract provides for allocation of purchase payments to the subaccounts of
the variable account and/or to the fixed accounts in even 1% increments.

If your application is complete, we will process it and apply your purchase
payment to the fixed accounts and subaccounts you selected within two business
days after we receive it at our office. If we accept your application, we will
send you a contract. If we cannot accept your application within five business
days, we will decline it and return your payment. We will credit additional
purchase payments you make to your accounts on the valuation date we receive
them. We will value the additional payments at the next accumulation unit value
calculated after we receive your payments at our office.

You may make monthly payments to your contract under a Systematic Investment
Plan (SIP). To begin the SIP, you will complete and send a form and your first
SIP payment along with your application. There is no charge for SIP. You can
stop your SIP payments at any time.

In most states, you may make additional purchase payments to nonqualified and
qualified annuities until the retirement date.

THE RETIREMENT DATE
Annuity payouts are scheduled to begin on the retirement date. When we process
your application, we will establish the retirement date to the maximum age or
date described below. You can also select a date within the maximum limits. You
can align this date with your actual retirement from a job, or it can be a
different future date, depending on your needs and goals and on certain
restrictions. You also can change the date, provided you send us written
instructions at least 30 days before annuity payouts begin.

FOR NONQUALIFIED ANNUITIES AND ROTH IRAS, the retirement date must be:

- -    no earlier than the 60th day after the contract's effective date; and
- -    no later than the annuitant's 85th birthday or the tenth contract
     anniversary, if purchased after age 75.

FOR QUALIFIED ANNUITIES (EXCEPT ROTH IRAS), to avoid IRS penalty taxes, the
retirement date generally must be:

- -    on or after the date the annuitant reaches age 59 1/2; and
- -    for IRAs and SEPs, by April 1 of the year following the calendar year when
     the annuitant reaches age 70 1/2.

If you take the minimum IRA distribution as required by the Code from another
tax-qualified investment, or in the form of partial withdrawals from this
contract, annuity payouts can start as late as the annuitant's 85th birthday or
the tenth contract anniversary, if later.

BENEFICIARY
We will pay your named beneficiary the death benefit if it becomes payable
before the retirement date (while the contract is in force and before annuity
payouts begin). If there is no named beneficiary, then you or your estate will
be the beneficiary. (See "Benefits in Case of Death" for more about
beneficiaries.)

PURCHASE PAYMENTS

MINIMUM INITIAL PURCHASE PAYMENT (NOT
INCLUDING SIPS):
                                      $5,000 for contracts sold in Pennsylvania,
                                      Texas, Washington and South Carolina
                                      $2,000 for contracts sold in other states

MINIMUM ADDITIONAL PURCHASE PAYMENTS:

      If paying by SIP*:              If paying by any other method:
             $50                                    $100


                                       26
<PAGE>

     * Payments made using SIP must total $2,000 before you can make partial
     withdrawals.

     MAXIMUM TOTAL ALLOWABLE PURCHASE PAYMENTS** (WITHOUT PRIOR
     APPROVAL):       $1,000,000

     ** This limit applies in total to all American Enterprise Life annuities
     you own. We reserve the right to increase the maximum limit. For qualified
     annuities, the tax-deferred retirement plan's limits on annual
     contributions also apply.

HOW TO MAKE PURCHASE PAYMENTS

1
BY LETTER:        Send your check along with your name and contract number to:

                  American Enterprise Life Insurance Company
                  829 AXP Financial Center
                  Minneapolis, MN 55474

2
BY SIP:           Contact your sales representative to complete the necessary
                  SIP paperwork.

PURCHASE PAYMENT CREDITS
You will generally receive a purchase payment credit with any payment you make
to your contract that brings your total net payment (total payments less total
withdrawals) to $100,000 or more.

We apply this 1% credit to your contract based on your current payment. If you
make any future payments which cause the contract to be eligible for the credit,
we will add credits attributable to purchase payments. We apply this credit
immediately. We allocate the credit to the fixed accounts and subaccounts in the
same proportions as your purchase payment.

We fund the credit from our general account. We do not consider credits to be
"investments" for income tax purposes. (See "Taxes.")

We will reverse credits from the contract value for any purchase payment that is
not honored (if, for example, your purchase payment check is returned for
insufficient funds).

To the extent a death benefit or withdrawal payment includes purchase payment
credits applied within twelve months preceding: (1) the date of death that
results in a lump sum death benefit under this contract; or (2) a request for
withdrawal charge waiver due to "Contingent events" (see "Charges - Contingent
events"), we will assess a charge, similar to a withdrawal charge, equal to the
amount of the purchase payment credits. The amount we pay to you under these
circumstances will always equal or exceed your withdrawal value. The amount
returned to you under the free look provision also will not include any credits
applied to your contract.

Because of higher charges, there may be circumstances where you may be worse off
for having received the credit than in other contracts. All things being equal
(such as guarantee availability or fund performance and availability), this may
occur if you hold your contract for 15 years or more. This also may occur if you
make a full withdrawal in the first seven years. You should consider these
higher charges and other relevant factors before you buy this contract or before
you exchange a contract you currently own for this contract.

This credit is made available because of lower distribution and other expenses
associated with larger sized contracts and through revenue from higher
withdrawal charges and contract administrative charges than would otherwise be
charged. In general, we do not profit from the higher charges assessed to cover
the cost of the purchase payment credit. We use all the revenue from these
higher charges to pay for the cost of the credits. However, we could profit from
the higher charges if market appreciation is higher than expected or if contract
owners hold their contracts for longer than expected.


                                       27
<PAGE>

CHARGES

CONTRACT ADMINISTRATIVE CHARGE
We charge this fee for establishing and maintaining your records. We deduct
$40 from the contract value on your contract anniversary at the end of each
contract year. We prorate this charge among the subaccounts and the fixed
accounts in the same proportion your interest in each account bears to your
total contract value. Some states restrict the amount that can be allocated
to the fixed account.

We will waive this charge when your contract value is $50,000 or more on the
current contract anniversary.

If you take a full withdrawal from your contract, we will deduct this charge at
the time of withdrawal regardless of the contract value. We cannot increase the
annual contract administrative charge and it does not apply after annuity
payouts begin or when we pay death benefits.

VARIABLE ACCOUNT ADMINISTRATIVE CHARGE
We apply this charge daily to the subaccounts. It is reflected in the unit
values of your subaccounts and it totals 0.15% of their average daily net assets
on an annual basis. It covers certain administrative and operating expenses of
the subaccounts such as accounting, legal and data processing fees and expenses
involved in the preparation and distribution of reports and prospectuses. We
cannot increase the variable account administrative charge.

MORTALITY AND EXPENSE RISK FEE
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee. For qualified contracts, this fee totals 0.85% of their
average daily net assets on an annual basis. For non-qualified contracts, this
fee totals 1.10% of their average daily net assets on an annual basis. This fee
covers the mortality and expense risk that we assume. Approximately two-thirds
of this amount is for our assumption of mortality risk, and one-third is for our
assumption of expense risk. If you choose the optional Maximum Anniversary Value
Death Benefit Rider, we will charge an additional fee (see "Death Benefit Rider
fee" below). These fees do not apply to the fixed accounts. We cannot increase
these fees.

Mortality risk arises because of our guarantee to pay a death benefit and our
guarantee to make annuity payouts according to the terms of the contract, no
matter how long a specific annuitant lives and no matter how long our entire
group of annuitants live. If, as a group, annuitants outlive the life expectancy
we assumed in our actuarial tables, then we must take money from our general
assets to meet our obligations. If, as a group, annuitants do not live as long
as expected, we could profit from the mortality risk fee.

Expense risk arises because we cannot increase the contract administrative
charge or the variable account administrative charge and these charges may not
cover our expenses. We would have to make up any deficit from our general
assets. We could profit from the expense risk fee if future expenses are less
than expected.

The subaccounts pay us the mortality and expense risk fee they accrued as
follows:

- -    first, to the extent possible, the subaccounts pay this fee from any
     dividends distributed from the funds in which they invest;
- -    then, if necessary, the funds redeem shares to cover any remaining fees
     payable.

We may use any profits we realize from the subaccounts' payment to us of the
mortality and expense risk fee for any proper corporate purpose, including,
among others, payment of distribution (selling) expenses. We do not expect that
the withdrawal charge, discussed in the following paragraphs, will cover sales
and distribution expenses.

MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT RIDER FEE
We charge a fee for this optional feature only if you choose this option. If
selected, we apply this fee daily to the subaccounts as part of the mortality
and expense risk fee. It is reflected in the unit values of the


                                       28
<PAGE>

subaccounts, and it totals 0.10% of their average daily net assets on an annual
basis. We cannot increase the Maximum Anniversary Value Death Benefit Rider fee.

GUARANTEED MINIMUM INCOME BENEFIT RIDER FEE
We charge a fee based on the adjusted contract value for this optional feature
only if you choose this option. If selected, we deduct the fee (currently 0.30%)
from the contract value on your contract anniversary at the end of each contract
year. We prorate this fee among the subaccounts and fixed accounts in the same
proportion your interest in each account bears to your total contract value.

We apply the fee on an adjusted contract value calculated as the contract value
plus the lesser of zero or (a) - (b), where:

     (a)is the transfers from the subaccounts to the fixed accounts made in the
        last six months,

     (b)is the total contract value in the fixed accounts. This adjustment
        allows us to base the charge largely on the subaccounts and not on the
        fixed accounts.

We will deduct the fee, adjusted for the number of calendar days coverage was in
place, if the contract is terminated for any reason or when annuity payouts
begin. We cannot increase the Guaranteed Minimum Income Benefit Rider fee after
the rider effective date and it does not apply after annuity payouts begin. We
can increase the Guaranteed Minimum Income Benefit Rider fee on new contracts up
to a maximum of 0.75%.

PERFORMANCE CREDIT RIDER FEE
We charge a fee for this optional feature if you choose this option. If
selected, we deduct the fee of 0.15% of your contract value on your contract
anniversary. We prorate this fee among the subaccounts and fixed accounts in the
same proportion as your interest bears to your total contract value.

We will deduct this fee, adjusted for the number of calendar days coverage was
in place, if the contract is terminated for any reason or when annuity payouts
begin. We cannot increase the Performance Credit Rider fee.

WITHDRAWAL CHARGE
If you withdraw all or part of your contract, you may be subject to a withdrawal
charge. A withdrawal charge applies if all or part of the withdrawal amount is
from purchase payments we received within seven years before withdrawal. The
withdrawal charge percentages that apply to you are shown in your contract. In
addition, amounts withdrawn from a Guarantee Period Account prior to the end of
the applicable Guarantee Period will be subject to a MVA. (See "The Fixed
Accounts - Market Value Adjustments (MVA).")

For purposes of calculating any withdrawal charge, we treat amounts withdrawn
from your contract value in the following order:

1.   First, in each contract year, we withdraw amounts totaling up to 10% of
     your prior anniversary contract value. (We consider your initial purchase
     payment to be the prior anniversary contract value during the first
     contract year.) We do not assess a withdrawal charge on this amount.

2.   Next, we withdraw contract earnings, if any, that are greater than the
     annual 10% free withdrawal amount described in number one above. Contract
     earnings equal contract value less purchase payments received and not
     previously withdrawn. We do not assess a withdrawal charge on contract
     earnings.

NOTE: We determine contract earnings by looking at the entire contract value,
not the earnings of any particular subaccount or the fixed accounts.

3.   Next we withdraw purchase payments received prior to the withdrawal charge
     period shown in your contract. We do not assess a withdrawal charge on
     these purchase payments.


                                       29
<PAGE>

4.   Finally, if necessary, we withdraw purchase payments received that are
     still within the withdrawal charge period shown in your contract. We
     withdraw these payments on a first-in, first-out (FIFO) basis. We do assess
     a withdrawal charge on these payments.

We determine your withdrawal charge by multiplying each of your payments
withdrawn by the applicable withdrawal charge percentage, and then adding the
total withdrawal charges.

The withdrawal charge percentage depends on the number of years since you made
the payments that are withdrawn:
<TABLE>
<CAPTION>
 YEARS FROM PURCHASE PAYMENT         WITHDRAWAL CHARGE
           RECEIPT                      PERCENTAGE
<S>                                  <C>
              1                              8%
              2                              8
              3                              7
              4                              7
              5                              6
              6                              5
              7                              3
          Thereafter                         0
</TABLE>
For a partial withdrawal that is subject to a withdrawal charge, the amount
deducted for the withdrawal charge will be a percentage of the total amount
withdrawn. We will deduct the charge from the value remaining after we pay you
the amount you requested. Example: Assume you request a withdrawal of $1,000 and
there is a 7% withdrawal charge. The withdrawal charge is $75.26 for a total
withdrawal amount of $1075.26. This charge represents 7% of the total amount
withdrawn and we deduct it from the contract value remaining after we pay you
the $1,000 you requested. If you make a full withdrawal of your contract, we
will deduct the applicable contract administrative charge.

WITHDRAWAL CHARGE UNDER ANNUITY PAYOUT PLAN E: Payouts for a specified period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can withdraw is the present value of any remaining variable payouts. With a
qualified annuity, the discount rate we use in the calculation will be 4.86% if
the assumed investment rate is 3.5% and 6.36% if the assumed investment rate is
5%. With a nonqualified annuity, the discounted rate we use in the calculation
will be 5.11% if the assumed investment rate is 3.5% and 6.61% if the assumed
investment rate is 5%. The withdrawal charge is equal to the difference in
discount values using the above discount rates and the assumed investment rate.
The withdrawal charge will not be greater than 9% of the amount available for
payouts under the plan.

WITHDRAWAL CHARGE CALCULATION EXAMPLE:
The following is an example of the calculation we would make to determine the
withdrawal charge on a contract with this history:

- -    The contract date is Jan. 1, 2000 with a contract year of Jan. 1 through
     Dec. 31 and with an anniversary date of Jan. 1 each year; and

- -    We received these payments
     - $10,000 Jan. 1, 2000;
     - $8,000 Feb. 28, 2007; and
     - $6,000 Feb. 20, 2008; and

- -    You withdraw the contract for its total withdrawal value of $38,101 on
     Aug. 5, 2010 and did not make any other withdrawals during that contract
     year; and

- -    The prior anniversary Jan. 1, 2009 contract value was $38,488.


                                       30
<PAGE>
<TABLE>
<CAPTION>
     Withdrawal Charge                         Explanation
     <S>                    <C>
          $    0            $3,848.80 is 10% of the prior anniversary contract
                            value withdrawn without withdrawal charge; and

               0            $10,252.20 is contract earnings in excess of the 10%
                            free withdrawal amount withdrawn without withdrawal
                            charge; and

               0            $10,000 Jan. 1, 2000 payment was received seven or
                            more years before withdrawal and is withdrawn
                            without withdrawal charge; and

             560            $8,000 Feb. 28, 2007 payment is in its fourth year
                            from receipt, withdrawn with a 7% withdrawal charge;
                            and

             420            $6,000 Feb. 20, 2008 payment is in its third year
             ---            from receipt withdrawn with a 7% withdrawal charge.

            $980
</TABLE>

WAIVER OF WITHDRAWAL CHARGES
We do not assess withdrawal charges for:

- -    withdrawals of any contract earnings;
- -    withdrawals of amounts totaling up to 10% of your prior contract
     anniversary contract value to the extent it exceeds contract earnings;
- -    required minimum distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);
- -    contracts settled using an annuity payout plan;
- -    withdrawals made as a result of one of the "Contingent events"* described
     below to the extent permitted by state law (see your contract for
     additional conditions and restrictions);
- -    amounts we refund to you during the free look period;* and
- -    death benefits.*

     *However, we will reverse certain purchase payment credits up to the
     maximum withdrawal charge. (See "Buying Your Contract - Purchase payment
     credits.")

CONTINGENT EVENTS

- -    Withdrawals you make if you or the annuitant are confined to a hospital or
     nursing home and have been for the prior 60 days. Your contract will
     include this provision when the owner and annuitant are under age 76 on the
     date we issue the contract. You must provide proof satisfactory to us of
     the confinement as of the date you request the withdrawal.
- -    To the extent permitted by state law, withdrawals you make if you or the
     annuitant are diagnosed in the second or later contract years as disabled
     with a medical condition that with reasonable medical certainty will result
     in death within 12 months or less from the date of the licensed physician's
     statement. You must provide us with a licensed physician's statement
     containing the terminal illness diagnosis and the date the terminal illness
     was initially diagnosed.

POSSIBLE GROUP REDUCTIONS: In some cases we may incur lower sales and
administrative expenses due to the size of the group, the average contribution
and the use of group enrollment procedures. In such cases, we may be able to
reduce or eliminate the contract administrative and withdrawal charges. However,
we expect this to occur infrequently.

PREMIUM TAXES
Certain state and local governments impose premium taxes on us (up to 3.5%).
These taxes depend upon your state of residence or the state in which the
contract was sold. Currently, we any applicable premium


                                       31
<PAGE>

tax when annuity payouts begin, but we reserve the right to deduct this tax at
other times such as when you make purchase payments or when you make a full
withdrawal from your contract.

VALUING YOUR INVESTMENT

We value your accounts as follows:

FIXED ACCOUNTS

We value the amounts you allocated to the fixed accounts directly in dollars.
The value of a fixed account equals:

- -    the sum of your purchase payments and transfer amounts allocated to the
     one-year fixed account and the Guarantee Period Accounts;
- -    plus any purchase payment credits allocated to the fixed accounts;
- -    plus interest credited;
- -    minus the sum of amounts withdrawn after the MVA (including any applicable
     withdrawal charges) and amounts transferred out;
- -    minus any prorated contract administrative charge;
- -    minus any prorated portion of the Guaranteed Minimum Income Benefit Rider
     fee (if applicable); and
- -    minus any prorated portion of the Performance Credit Rider (if applicable).

SUBACCOUNTS
We convert amounts you allocated to the subaccounts into accumulation units.
Each time you make a purchase payment or transfer amounts into one of the
subaccounts or we apply any purchase payment credits, we credit a certain number
of accumulation units to your contract for that subaccount. Conversely, each
time you take a partial withdrawal, transfer amounts out of a subaccount, or we
assess a contract administrative charge or the Guaranteed Minimum Income Benefit
Rider fee, we subtract a certain number of accumulation units from your
contract.

The accumulation units are the true measure of investment value in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the fund in which the subaccount invests. The dollar
value of each accumulation unit can rise or fall daily depending on the variable
account expenses, performance of the fund and on certain fund expenses.

Here is how we calculate accumulation unit values:

NUMBER OF UNITS: to calculate the number of accumulation units for a particular
subaccount, we divide your investment by the current accumulation unit value.

ACCUMULATION UNIT VALUE: the current accumulation unit value for each subaccount
equals the last value times the subaccount's current net investment factor.

WE DETERMINE THE NET INVESTMENT FACTOR BY:

- -    adding the fund's current net asset value per share, plus the per share
     amount of any accrued income or capital gain dividends to obtain a current
     adjusted net asset value per share; then
- -    dividing that sum by the previous adjusted net asset value per share; and
- -    subtracting the percentage factor representing the mortality and expense
     risk fee, the variable account administrative charge, any death benefit
     rider fee (if selected) from the result.

Because the net asset value of the fund may fluctuate, the accumulation unit
value may increase or decrease. You bear all the investment risk in a
subaccount.

FACTORS THAT AFFECT SUBACCOUNT ACCUMULATION UNITS: accumulation units may change
in two ways - in number and in value.


                                       32
<PAGE>

The number of accumulation units you own may fluctuate due to:

- -    additional purchase payments you allocate to the subaccounts;
- -    any purchase payment credits allocated to the subaccounts;
- -    transfers into or out of the subaccounts;
- -    partial withdrawals;
- -    withdrawal charges;
- -    prorated portions of the contract administrative charge;
- -    prorated portions of the Guaranteed Minimum Income Benefit Rider fee (if
     selected); and/or
- -    prorated portion of the Performance Credit Rider fee (if selected).

Accumulation unit values will fluctuate due to:

- -    changes in funds' net asset value;
- -    dividends distributed to the subaccounts;
- -    capital gains or losses of funds;
- -    fund operating expenses; and/or
- -    mortality and expense risk fee, the variable account administrative charge,
     the Maximum Anniversary Value Death Benefit Rider fee (if selected).

MAKING THE MOST OF YOUR CONTRACT

AUTOMATED DOLLAR-COST AVERAGING
Currently, you can use automated transfers to take advantage of dollar-cost
averaging (investing a fixed amount at regular intervals). For example, you
might transfer a set amount monthly from a relatively conservative subaccount to
a more aggressive one, or to several others, or from the one-year fixed account
or the two-year Guarantee Period Account to one or more subaccounts. The three
to ten year Guarantee Period Accounts are not available for automated transfers.
You can also obtain the benefits of dollar-cost averaging by setting up regular
automatic SIP payments. There is no charge for dollar-cost averaging.

This systematic approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds. Since you
invest the same amount each period, you automatically acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.
<TABLE>
<CAPTION>
                                                       HOW DOLLAR-COST AVERAGING WORKS
<S>                                  <C>         <C>           <C>                     <C>
By investing an                                   AMOUNT       ACCUMULATION UNIT       NUMBER OF UNITS
equal number of                      MONTH       INVESTED            VALUE                PURCHASED
dollars each month...                 Jan          $100               $20                    5.00
                                      Feb          100                18                     5.56
you automatically buy                 Mar          100                17                     5.88
more units when the                   Apr          100                15                     6.67
per unit market price                 May          100                16                     6.25
is low...                             Jun          100                18                     5.56
                                      Jul          100                17                     5.88
and fewer units when                  Aug          100                19                     5.26
the per unit market                  Sept          100                21                     4.76
price is high.                        Oct          100                20                     5.00
</TABLE>
You paid an average price of only $17.91 per unit over the 10 months, while the
average market price actually was $18.10.

Dollar-cost averaging does not guarantee that any subaccount will gain in value
nor will it protect against a decline in value if market prices fall. Because
dollar-cost averaging involves continuous investing, your success will depend
upon your willingness to continue to invest regularly through periods of low
price


                                       33
<PAGE>

levels. Dollar-cost averaging can be an effective way to help meet your
long-term goals. For specific features contact your sales representative.

ASSET REBALANCING
You can ask us in writing to automatically rebalance the subaccount portion of
your contract value either quarterly, semi-annually or annually. The period you
select will start to run on the date we record your request. On the first
valuation date of each of these periods, we automatically will rebalance your
contract value so that the value in each subaccount matches your current
subaccount percentage allocations. These percentage allocations must be in whole
numbers. Asset rebalancing does not apply to the fixed accounts. There is no
charge for asset rebalancing. The contract value must be at least $2,000.

You can change your percentage allocations or your rebalancing period at any
time by contacting us in writing. We will restart the rebalancing period you
selected as of the date we record your change. You also can ask us in writing to
stop rebalancing your contract value. You must allow 30 days for us to change
any instructions that currently are in place. For more information on asset
rebalancing, contact your sales representative.

TRANSFERRING MONEY BETWEEN ACCOUNTS
You may transfer money from any one subaccount, or the fixed accounts, to
another subaccount before annuity payouts begin. (Certain restrictions apply to
transfers involving the fixed accounts.) We will process your transfer on the
valuation date we receive your request. We will value your transfer at the next
accumulation unit value calculated after we receive your request. There is no
charge for transfers. Before making a transfer, you should consider the risks
involved in switching investments. Transfers out of the Guarantee Period
Accounts will be subject to a MVA if done more than 30 days before the end of
the Guarantee Period.

We may suspend or modify transfer privileges at any time. Excessive trading
activity can disrupt fund management strategy and increase expenses, which are
borne by all contract owners who allocated purchase payments to the fund
regardless of their transfer activity. We may apply modifications or
restrictions in any reasonable manner to prevent transfers we believe will
disadvantage other contract owners.

These modifications could include, but not be limited to:

- -    requiring a minimum time period between each transfer;
- -    not accepting transfer requests of an agent acting under power of attorney
     on behalf of more than one contract owner; or
- -    limiting the dollar amount that a contract owner may transfer at any one
     time.

For information on transfers after annuity payments begin, see "Transfer
policies" below.

TRANSFER POLICIES

- -    Before annuity payouts begin, you may transfer contract values between the
     subaccounts, or from the subaccounts to the fixed accounts at any time.
     However, if you made a transfer from the one-year fixed account to the
     subaccounts, you may not make a transfer from any subaccount back to the
     one-year fixed account for six months following that transfer.

- -    You may transfer contract values from the one-year fixed account to the
     subaccounts or the Guarantee Period Accounts once a year on or within 30
     days before or after the contract anniversary (except for automated
     transfers, which can be set up at any time for certain transfer periods
     subject to certain minimums). Transfers from the one-year fixed account are
     not subject to a MVA.

- -    You may transfer contract values from a Guarantee Period Account anytime
     after 60 days of transfer or payment allocation to the Account. Transfers
     made before the end of the Guarantee Period will receive a MVA, which may
     result in a gain or loss of contract value.


                                       34
<PAGE>

- -    If we receive your request on or within 30 days before or after the
     contract anniversary date, the transfer from the one-year fixed account to
     the subaccounts or the Guarantee Period Accounts will be effective on the
     valuation date we receive it.

- -    We will not accept requests for transfers from the one-year fixed account
     at any other time.

- -    Once annuity payouts begin, you may not make transfers to or from the
     one-year fixed account, but you may make transfers once per contract year
     among the subaccounts. During the annuity payout period, we reserve the
     right to limit the number of subaccounts in which you may invest.

- -    Once annuity payouts begin, you may not make any transfers to the Guarantee
     Period Accounts.

HOW TO REQUEST A TRANSFER OR WITHDRAWAL
1                   Send your name, contract number, Social Security Number
BY LETTER:          or Taxpayer Identification Number and signed request
                    for a transfer or withdrawal to:

                    American Enterprise Life Insurance Company
                    829 AXP Financial Center
                    Minneapolis, MN 55474

                    MINIMUM AMOUNT

                    Transfers or
                    withdrawals:        $500 or entire account balance

                    MAXIMUM AMOUNT

                    Transfers or
                    withdrawals:        Contract value or entire account balance

2                   Your sales representative can help you set up automated
BY AUTOMATED        transfers or partial withdrawals among your subaccounts or
TRANSFERS AND       fixed accounts.

AUTOMATED PARTIAL   You can start or stop this service by written request or
WITHDRAWALS:        other method acceptable to us.

                    You must allow 30 days for us to change any instructions
                    that are currently in place.

                    -    Automated transfers from the one-year fixed account to
                         any one of the subaccounts may not exceed an amount
                         that, if continued, would deplete the one-year fixed
                         account within 12 months.
                    -    Automated withdrawals may be restricted by applicable
                         law under some contracts.
                    -    You may not make additional purchase payments if
                         automated partial withdrawals are in effect.
                    -    Automated partial withdrawals may result in IRS taxes
                         and penalties on all or part of the amount withdrawn.

                    MINIMUM AMOUNT

                    Transfers or
                    withdrawals:       $100 monthly
                                       $250 quarterly, semi-annually or annually


                                       35
<PAGE>

3                   Call between 8 a.m. and 6 p.m. Central time:
BY PHONE:

                    1-800-333-3437

                    MINIMUM AMOUNT

                    Transfers or
                    withdrawals:       $500 or entire account balance

                    MAXIMUM AMOUNT

                    Transfers:         Contract value or entire account balance
                    Withdrawals:       $25,000

We answer telephone requests promptly, but you may experience delays when the
call volume is unusually high. If you are unable to get through, use the mail
procedure as an alternative.

We will honor any telephone transfer or withdrawal requests that we believe are
authentic and we will use reasonable procedures to confirm that they are. This
includes asking identifying questions and tape recording calls. We will not
allow a telephone withdrawal within 30 days of a phoned-in address change. As
long as we follow the procedures, we (and our affiliates) will not be liable for
any loss resulting from fraudulent requests.

Telephone transfers and withdrawals are automatically available. You may request
that telephone transfers and withdrawals NOT be authorized from your account by
writing to us.

GUARANTEED MINIMUM INCOME BENEFIT RIDER
An optional Guaranteed Minimum Income Benefit Rider may be available in many
jurisdictions for a separate annual charge (see "Charges - Guaranteed Minimum
Income Rider fee"). You cannot select this rider if you select the Performance
Credit Rider. The rider guarantees a minimum amount of fixed annuity lifetime
income during the annuity payout period if your contract has been in force for
at least seven years, subject to the conditions described below. The rider also
provides you the option of variable annuity payouts, with a guaranteed minimum
initial payment.

In some instances, we may allow you to add this rider if it was not available
when you initially purchased your contract. In these instances, we would add
this rider at the next contract anniversary and all conditions of the rider
would use this date as the effective date.

This rider does not create contract value or guarantee the performance of any
investment option. Fixed annuity payouts under the terms of this rider will
occur at the guaranteed annuity purchase rates stated in the contract. We base
first year payments from the variable annuity payout option offered under this
rider on the same factors as the fixed annuity payout option. We base subsequent
payments on the initial payment and an assumed annual return of 5%. Because this
rider is based on guaranteed actuarial factors for the fixed option, the level
of fixed lifetime income it guarantees may be less than the level that would be
provided by applying the then current annuity factors. Likewise, for the
variable annuity payout option, we base the rider on more conservative factors
resulting in a lower initial payment and lower lifetime payments than those
provided otherwise if the same benefit base were used. However, the Guaranteed
Income Benefit Base described below establishes a floor, which when higher than
the contract value, can result in a higher annuity payout level. Thus, the rider
is a guarantee of a minimum amount of annuity income.

The Guaranteed Income Benefit Base is equal to the benefit provided by the
Maximum Anniversary Value Death Benefit Rider.


                                       36
<PAGE>

The Guaranteed Income Benefit Base, less any applicable premium tax, is the
value that will be used to determine minimum annuity payouts if the rider is
exercised.

We reserve the right to exclude subsequent payments and purchase payment credits
paid in the last five years before exercise of the benefit, in the calculation
of the Guaranteed Income Benefit Base. We would do so only if such payments and
credits total $50,000 or more or if they are 25% or more of total payments and
credits paid into the contract.

If we exclude such payments and credits, the Guaranteed Minimum Income Benefit
Base would be calculated as the greatest of:

(a)  contract value less "market value adjusted prior five years of payments and
     purchase payment credits";

(b)  total payments and purchase payment credits less prior five years of
     payments and purchase payment credits, less adjusted partial withdrawals;
     or

(c)  Maximum Anniversary Value immediately preceding the date of settlement,
     plus payments and credits and minus adjusted partial withdrawals since that
     anniversary, less the "market value adjusted prior five years of payments
     and purchase payment credits";

"Market value adjusted prior five years of payments and purchase payment
credits" are calculated as the sum of each such payment or credit, multiplied by
the ratio of the current contract value over the estimated contract value on the
anniversary prior to such payment or credit. The estimated contract value at
such anniversary is calculated by assuming that payments, credits and partial
withdrawals occurring in a contract year take place at the beginning of the year
for that anniversary and every year after that to the current contract year.

CONDITIONS ON ELECTION OF THE RIDER:

     -    you must elect the rider at the time you purchase your contract along
          with the corresponding death benefit rider option, and

     -    the annuitant must be age 75 or younger on the contract date.

FUND SELECTION TO CONTINUE THE RIDER: You may allocate your purchase payments to
any of the subaccounts or the fixed accounts. However, we reserve the right to
limit the amount in the AXP(SM) Variable Portfolio - Cash Management Fund to 10%
of the total amount in the subaccounts. If we are required to activate this
restriction, and you have more than 10% of your subaccount value in this fund,
we will send you notice and ask that you reallocate your contract value so that
the limitation is satisfied within 60 days. If after 60 days the limitation is
not satisfied, the rider will be terminated.

EXERCISING THE RIDER:

     -    you may only exercise the rider within 30 days after any contract
          anniversary following the expiration of the 7 year waiting period from
          the effective date of the rider,

     -    the annuitant on the retirement date must be between 50 and 86 years
          old, and

     -    you can only take an annuity payout in one of the following annuity
          payout plans:
               - Plan A -- Life Annuity - no refund
               - Plan B -- Life Annuity with ten years certain
               - Plan D -- Joint and last survivor life annuity - no refund


                                       37
<PAGE>

TERMINATING THE RIDER:

     -    You may terminate the rider within 30 days after the first anniversary
          of the effective date of the rider.
     -    You may terminate the rider any time after the end of the seven year
          waiting period of the rider.
     -    The rider will terminate on the date you make a full withdrawal from
          the contract, or annuity payouts begin, or on the date that a death
          benefit is payable.
     -    The rider will terminate on the contract anniversary after the
          annuitant's 86th birthday.

EXAMPLE:
     -    The contract is purchased with a payment of $100,000 on Jan. 1, 2000,
          and a $1,000 purchase payment credit is added to the contract.
     -    There are no additional purchase payments and no partial withdrawals.
     -    The money is fully allocated to the subaccounts.
     -    The annuitant is male and age 55 on the contract date. For the joint
          and last survivor option (annuity payout Plan D), the joint annuitant
          is female and age 55 on the contract date.
     -    The Maximum Anniversary Value is $180,000 on the 10th anniversary and
          $220,000 on the 15th anniversary.
     -    The contract is within 30 days after contract anniversary.

If the Guaranteed Minimum Income Benefit Rider is exercised, the minimum fixed
annuity monthly payout or the first year variable annuity monthly payout would
be:
<TABLE>
<CAPTION>
                                                                                Fixed Annuity Payout Options
                                                                             Minimum Guaranteed Annual Income

CONTRACT ANNIVERSARY AT EXERCISE    MINIMUM GUARANTEED BENEFIT BASE     PLAN A --       PLAN B --      PLAN D --
- --------------------------------    -------------------------------     ---------       ---------      ---------
<S>                                 <C>                                 <C>             <C>            <C>
              10                               $180,000                 $  937.80       $  912.60      $  747.00
              15                               $220,000                 $1,311.20       $1,249.60      $1,014.20
</TABLE>

After the first year payments, lifetime income payments on a variable annuity
payout option will depend on the investment performance of the subaccounts you
select. The payments will be higher if investment performance is greater than a
5% annual return and lower if investment performance is less than a 5% annual
return.

PERFORMANCE CREDIT RIDER

If this rider is available in your state, you may choose to add this benefit to
your contract at issue. You cannot select this rider if you select the
Guaranteed Minimum Income Benefit Rider. This feature provides certain benefits
if your contract value has not reached or exceeded a Target Value on the rider's
tenth anniversary.

If, on the tenth rider anniversary, your contract value has not reached the
Target Value (as defined below) you can choose either of the following benefits:

(a)  You may choose to accept a credit to your contract equal to 5% of your
     purchase payments and purchase payment credits, less adjusted partial
     withdrawals and less purchase payments and purchase payment credits made in
     the prior five years. Such credit is made at the tenth rider anniversary
     and allocated according to your current purchase payment allocations.

(b)  you may choose to begin receiving annuity payouts (only with lifetime
     income plans; you may not chose Annuity Payout Plan E) within 60 days of
     the tenth rider anniversary and receive an additional 5% credit (for a
     total of 10% credit) as calculated in (a).

Following your tenth rider anniversary, we will inform you if your contract
value did not meet or exceed the Target Value. We will assume that you have
elected (a) unless we receive your request to begin a lifetime annuity payout
plan within 60 days after the tenth rider anniversary.


                                       38
<PAGE>

On the tenth rider anniversary and every ten years thereafter while you have the
contract, the ten year calculation period restarts if you elect (a). We use the
contract value (after any credits) on that anniversary as the initial purchase
payment for the calculation of the Target Value and any credit. Additional
credits may then be made at the end of each ten year period as described above.

TARGET VALUE: the Target Value at each anniversary is equal to the Target Value
at the prior anniversary plus any purchase payments, purchase payment credits,
and less adjusted partial withdrawals made during the year, accumulated at an
effective annual rate of 7.2%.

ADJUSTED PARTIAL WITHDRAWALS: we calculate the adjusted partial withdrawals for
each partial withdrawal as the product of (a) times (b) where:

(a)  is the ratio of the amount of partial withdrawal (including any applicable
     withdrawal charge) to the contract value on the date of (but prior to) the
     partial withdrawal, and

(b)  is the Target Value on the date of (but prior to) the partial withdrawal.

RESET OPTION: you can elect to lock in the growth in your contract by restarting
the ten-year period on any contract anniversary. If you elect to restart the
calculation period, the contract value on the restart date is used as the
initial purchase payment for the calculation of the target value and any credit.
The next ten year calculation period will then restart at the end of the new ten
year period from the most recent restart date. We must receive your request to
restart the calculation period within 30 days after an anniversary.

FUND SELECTION EFFECT ON TARGET VALUE: you may allocate your purchase payments
to any of the subaccounts or the fixed accounts. However, we reserve the right
to limit the aggregate amount in the fixed accounts and the AXP(SM) Variable
Portfolio - Cash Management Fund to 10% of the contract value. If we are
required to activate this restriction and you have more than 10% of your
contract value in these accounts, we will send you notice and ask you that you
reallocate your contract value so that the limitation is satisfied in 60 days.
If after 60 days, the limitation is not satisfied, we will terminate the rider.

TERMINATING THE RIDER:

     -    You may terminate the rider within 30 days following the first
          anniversary after the effective date of the rider.
     -    You may terminate the rider within 30 days following the tenth
          anniversary of the effective date of the rider.
     -    The rider will terminate on the date you make a full withdrawal from
          the contract, or annuity payouts begin, or on the date that a death
          benefit is payable.

EXAMPLE:

     -    You purchase the contract with a payment of $100,000 on January 1,
          2000 and we add a $1,000 purchase payment credit to the contract
     -    There are no additional purchase payments and no partial withdrawals
     -    On January 1, 2010, the contract value is $200,000

     -    We determine the performance credit on January 1, 2010 as:
<TABLE>
<S><C>
                                                               10
          Target Value on January 1, 2010 = 101,000 x  (1.072)^  = 101,000 x 2.00423 = 202,427
</TABLE>
          As the target value of $202,427 is greater than the contract value of
          $200,000, we add a performance credit to the contract equal to $5,050
          (or 5% of the purchase payment and purchase payment credits of
          $101,000). Your total contract value on January 1, 2010 would be
          $205,050.


                                       39
<PAGE>

          On February 1, 2010, the contract value is $210,000 and you choose to
          begin receiving annuity payouts under a lifetime income plan. We would
          use the value of $215,050 ($210,000 + another performance credit of
          $5,050) to determine your monthly income.

          If the contract continues and annuity payouts are not started, the
          benefit restarts on January 1, 2010 with the "initial purchase
          payment" equal to $205,050 and the performance credit determination
          made on January 1, 2020.

WITHDRAWALS

You may withdraw all or part of your contract at any time before annuity
payouts begin by sending us a written request or calling us. We will process
your withdrawal request on the valuation date we receive it. For total
withdrawals, we will compute the value of your contract at the next
accumulation unit value calculated after we receive your request. We may ask
you to return the contract. You may have to pay charges (see "Charges -
Withdrawal charge") and IRS taxes and penalties (see "Taxes"). You cannot
make withdrawals after annuity payouts begin except under Plan E (see "The
Annuity Payout Period - Annuity payout plans").

WITHDRAWAL POLICIES
If you have a balance in more than one account and you request a partial
withdrawal, we will withdraw money from all your subaccounts and/or the fixed
accounts in the same proportion as your value in each account correlates to your
total contract value, unless you request otherwise.

RECEIVING PAYMENT
By regular or express mail:

- -    payable to owner;
- -    mailed to address of record.

NOTE: We will charge you a fee if you request express mail delivery.

Normally, we will send the payment within seven days after receiving your
request. However, we may postpone the payment if:

- -- the withdrawal amount includes a purchase payment check that has not cleared;
- -- the NYSE is closed, except for normal holiday and weekend closings;
- -- trading on the NYSE is restricted, according to SEC rules;
- -- an emergency, as defined by SEC rules, makes it impractical to sell
   securities or value the net assets of the accounts; or
- -- the SEC permits us to delay payment for the protection of security holders.

CHANGING OWNERSHIP

You may change ownership of your nonqualified annuity at any time by completing
a change of ownership form we approve and sending it to our office. The change
will become binding upon us when we receive and record it. We will honor any
change of ownership request that we believe is authentic and we will use
reasonable procedures to confirm authenticity. If we follow these procedures, we
will not take any responsibility for the validity of the change.

If you have a nonqualified annuity, you may incur income tax liability by
transferring, assigning or pledging any part of it. (See "Taxes.")

If you have a qualified annuity, you may not sell, assign, transfer, discount or
pledge your contract as collateral for a loan, or as security for the
performance of an obligation or for any other purpose except as required or
permitted by the Code. However, if the owner is a trust or custodian, or an
employer acting in a similar capacity, ownership of a contract may be
transferred to the annuitant.


                                       40
<PAGE>

BENEFITS IN CASE OF DEATH

We will pay the death benefit to your beneficiary upon the earlier of your death
or the annuitant's death. We will base the benefit paid on the death benefit
coverage you selected when you purchased the contract. If a contract has more
than one person as the owner, we will pay benefits upon the first to die of any
owner or the annuitant. If you own the contract in joint tenancy with rights of
survivorship, we will pay benefits upon the first to die of either you or the
annuitant.

RETURN OF PREMIUM DEATH BENEFIT
We require this option if either you or the annuitant are age 80 or above.

Under this option, if you or the annuitant die before annuity payouts begin
while this contract is in force, we will pay the beneficiary the greater of the
following less any purchase payment credits added to the contract in the last 12
months:

1.   the contract value; or

2.   the total purchase payments paid plus purchase payments credits and less
     any "adjusted partial withdrawals."

ADJUSTED PARTIAL WITHDRAWALS: We calculate an "adjusted partial withdrawal" for
each partial withdrawal as the product of (a) times (b) where:

          (a) is the ratio of the amount of the partial withdrawal (including
          any applicable withdrawal charge) to the contract value on the date of
          (but prior to) the partial withdrawal; and

          (b) is the death benefit on the date of (but prior to) the partial
          withdrawal.

EXAMPLE:

- -    You purchase the contract with a payment of $25,000 on Jan. 1, 2000.
- -    On Jan. 1, 2001 you make an additional purchase payment of $5,000.
- -    On March 1, 2001 the contract value falls to $28,000. You take a $1,500
     partial withdrawal leaving a contract value of $26,500.
- -    On March 1, 2002 the contract value falls to $25,000.

We calculate the death benefit on March 1, 2002 as follows:
<TABLE>
<S><C>
          Total payments paid:                                  $30,000.00
          minus any "adjusted partial withdrawals"
          calculated as:             1,500 X 30,000  =          - 1,607.14
                                     --------------             ----------
                                        28,000

          for a death benefit of:                               $28,392.86
</TABLE>
MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT RIDER

If this rider is available in your state and both you and the annuitant are age
79 or younger on the contract date, you may choose to add this benefit to your
contract. This rider provides that if you or the annuitant die before annuity
payouts begin while this contract is in force, we will pay the beneficiary the
greatest of the following amounts less any purchase payment credits added in the
last 12 months:

1.   the contract value; or

2.   the total purchase payments paid plus purchase payment credits and less any
     "adjusted partial withdrawals"; or


                                       41
<PAGE>

3.   the "maximum anniversary value" immediately preceding the date of death
     plus the dollar amount of any payments since that anniversary plus purchase
     payment credits and minus any "adjusted partial withdrawals" since that
     anniversary.

MAXIMUM ANNIVERSARY VALUE: Each contract anniversary prior to the earlier of
your or the annuitant's 81st birthday, we calculate the anniversary value which
is the greater of:

(a)  the contract value on that anniversary; or

(b)  total purchase payments made to the contract plus purchase payment credits
     and minus any "adjusted partial withdrawals."

The "maximum anniversary value" is equal to the greatest of these anniversary
values.

After the earlier of your or the annuitant's 81st birthday, the death benefit
continues to be the death benefit value as of that date, plus any subsequent
payments and purchase payment credits and minus any "adjusted partial
withdrawals."

EXAMPLE:

- -    You purchase the contract with a payment of $20,000 on Jan. 1, 2000.
- -    On Jan. 1, 2001 (the first contract anniversary) the contract value grows
     to $24,000.
- -    On March 1, 2001 the contract value falls to $22,000, at which point you
     take a $1,500 partial withdrawal, leaving a contract value of $20,500.

We calculate the death benefit on March 1, 2001 as follows:
<TABLE>
<S><C>
The "maximum anniversary value" :                               $24,000.00
(the greatest of the anniversary values which
was the contract value on Jan. 1, 2001)

plus any purchase payments paid since that anniversary:              +0.00

minus any "adjusted partial withdrawal" taken since that
anniversary, calculated as:        1,500  X  24,000    =        - 1,636.36
                                   ----------------             ----------
                                      22,000

for a death benefit of:                                         $22,363.64
</TABLE>
TERMINATING THE RIDER:

- -    You may terminate the rider within 30 days after the first anniversary of
     the effective date of the rider.
- -    You may terminate the rider any time after the end of the seven year
     waiting period of the rider.
- -    The rider will terminate on the date you make a full withdrawal from the
     contract, or annuity payouts begin, or on the date that a death benefit is
     payable.
- -    The rider will terminate on the contract anniversary after the annuitant's
     86th birthday.

IF YOUR SPOUSE IS SOLE BENEFICIARY and you die before the retirement date, your
spouse may keep the contract as owner. To do this your spouse must, within 60
days after we receive proof of death, give us written instructions to keep the
contract in force. The Guaranteed Minimum Income Benefit Rider, if selected, is
then terminated.


                                       42
<PAGE>

PAYMENTS: Under a nonqualified annuity, we will pay the beneficiary in a single
sum unless you give us other written instructions. We must fully distribute the
death benefit within five years of your death. However, the beneficiary may
receive payouts under any annuity payout plan available under this contract if:

- -    the beneficiary asks us in writing within 60 days after we receive proof of
     death; and
- -    payouts begin no later than one year after your death, or other date as
     permitted by the Code; and
- -    the payout period does not extend beyond the beneficiary's life or life
     expectancy.

When paying the beneficiary, we will process the death claim on the valuation
date our death claim requirements are fulfilled. We will determine the
contract's value at the next accumulation unit value calculated after our death
claim requirements are fulfilled. We pay interest, if any, from the date of
death at a rate no less than required by law. We will mail payment to the
beneficiary within seven days after our death claim requirements are fulfilled.

Other rules may apply to qualified annuities. (See "Taxes.")

THE ANNUITY PAYOUT PERIOD

As owner of the contract, you have the right to decide how and to whom annuity
payouts will be made starting at the retirement date. You may select one of the
annuity payout plans outlined below, or we may mutually agree on other payout
arrangements. We do not deduct any withdrawal charges under the payout plans
listed below.

You also decide whether we will make annuity payouts on a fixed or variable
basis, or a combination of fixed and variable. The amounts available to purchase
payouts under the plan you select is the contract value on your retirement date
(less any applicable premium tax). You may reallocate this contract value to the
one-year fixed account to provide fixed dollar payouts and/or among the
subaccounts to provide variable annuity payouts. During the annuity payout
period, we reserve the right to limit the number of subaccounts in which you may
invest. The Guarantee Period Accounts are not available during this payout
period.

Amounts of fixed and variable payouts depend on:

- -    the annuity payout plan you select;
- -    the annuitant's age and, in most cases, sex;
- -    the annuity table in the contract; and
- -    the amounts you allocated to the accounts at settlement.

In addition, for variable payouts only, amounts depend on the investment
performance of the subaccounts you select. These payouts will vary from month to
month because the performance of the funds will fluctuate. (In the case of fixed
annuities, payouts remain the same from month to month.)

For information with respect to transfers between accounts after annuity payouts
begin, see "Making the Most of Your Contract -- Transfer policies."

ANNUITY TABLE

The annuity table in your contract shows the amount of the first monthly payment
for each $1,000 of contract value according to the age and, when applicable, the
sex of the annuitant. (Where required by law, we will use a unisex table of
settlement rates.) The table assumes that the contract value is invested at the
beginning of the annuity payout period and earns a 5% rate of return, which is
reinvested and helps to support future payouts.


                                       43
<PAGE>

SUBSTITUTION OF 3.5% TABLE
If you ask us at least 30 days before the retirement date, we will substitute an
annuity table based on an assumed 3.5% investment rate for the 5% table in the
contract. The assumed investment rate affects both the amount of the first
payout and the extent to which subsequent payouts increase or decrease. Using
the 5% table results in a higher initial payment, but later payouts will
increase more slowly when annuity unit values rise and decrease more rapidly
when they decline.

ANNUITY PAYOUT PLANS
You may choose any one of these annuity payout plans by giving us written
instructions at least 30 days before contract values are used to purchase the
payout plan:

- -    PLAN A -- LIFE ANNUITY - NO REFUND: We make monthly payouts until the
     annuitant's death. Payouts end with the last payout before the annuitant's
     death. We will not make any further payouts. This means that if the
     annuitant dies after we made only one monthly payout, we will not make any
     more payouts.

- -    PLAN B -- LIFE ANNUITY WITH FIVE, TEN OR 15 YEARS CERTAIN: We make monthly
     payouts for a guaranteed payout period of five, ten or 15 years that you
     elect. This election will determine the length of the payout period to the
     beneficiary if the annuitant should die before the elected period expires.
     We calculate the guaranteed payout period from the retirement date. If the
     annuitant outlives the elected guaranteed payout period, we will continue
     to make payouts until the annuitant's death.

- -    PLAN C -- LIFE ANNUITY - INSTALLMENT REFUND: We make monthly payouts until
     the annuitant's death, with our guarantee that payouts will continue for
     some period of time. We will make payouts for at least the number of months
     determined by dividing the amount applied under this option by the first
     monthly payout, whether or not the annuitant is living.

- -    PLAN D -- JOINT AND LAST SURVIVOR LIFE ANNUITY - NO REFUND: We make monthly
     payouts while both the annuitant and a joint annuitant are living. If
     either annuitant dies, we will continue to make monthly payouts at the full
     amount until the death of the surviving annuitant. Payouts end with the
     death of the second annuitant.

- -    PLAN E -- PAYOUTS FOR A SPECIFIED PERIOD: We make monthly payouts for a
     specific payout period of ten to 30 years that you elect. We will make
     payouts only for the number of years specified whether the annuitant is
     living or not. Depending on the selected time period, it is foreseeable
     that an annuitant can outlive the payout period selected. During the payout
     period, you can elect to have us determine the present value of any
     remaining variable payouts and pay it to you in a lump sum. We determine
     the present value of the remaining annuity payouts which are assumed to
     remain level. The discount rate we use in the calculation will vary between
     4.86% and 6.61% depending on the mortality and expense risk charge and the
     applicable assumed investment rate. (See "Charges-Withdrawal charge under
     Annuity Payout Plan E.") You can also take a portion of the discounted
     value once a year. If you do so, your monthly payouts will be reduced by
     the proportion of your withdrawal to the full discounted value. A 10% IRS
     penalty tax could apply if you take a withdrawal. (See "Taxes.")

RESTRICTIONS FOR SOME TAX-DEFERRED RETIREMENT PLANS: If you purchased a
qualified annuity, you may be required to select a payout plan that provides for
payouts:

- -    over the life of the annuitant;
- -    over the joint lives of the annuitant and a designated beneficiary;
- -    for a period not exceeding the life expectancy of the annuitant; or
- -    for a period not exceeding the joint life expectancies of the annuitant and
     a designated beneficiary.

You have the responsibility for electing a payout plan that complies with your
contract and with applicable law.


                                       44
<PAGE>

IF WE DO NOT RECEIVE INSTRUCTIONS: You must give us written instructions for the
annuity payouts at least 30 days before the annuitant's retirement date. If you
do not, we will make payouts under Plan B, with 120 monthly payouts guaranteed.
Contract values that you allocated to the one-year fixed account will provide
fixed dollar payouts and contract values that you allocated among the
subaccounts will provide variable annuity payouts.

IF MONTHLY PAYOUTS WOULD BE LESS THAN $20: We will calculate the amount of
monthly payouts at the time the contract value is used to purchase a payout
plan. If the calculations show that monthly payouts would be less than $20, we
have the right to pay the contract value to you in a lump sum or to change the
frequency of the payouts.

DEATH AFTER ANNUITY PAYOUTS BEGIN
If you or the annuitant die after annuity payouts begin, we will pay any amount
payable to the beneficiary as provided in the annuity payout plan in effect.

TAXES

Generally, under current law, your contract has a tax deferral feature. This
means any increase in the value of the fixed accounts and/or subaccounts in
which you invest is taxable to you only when you receive a payout or withdrawal
(see detailed discussion below). Any portion of the annuity payouts and any
withdrawals you request that represent ordinary income normally are taxable. We
will send you a tax information reporting form for any year in which we made a
taxable distribution according to our records. Roth IRAs may grow and be
distributed tax free if you meet certain distribution requirements.

ANNUITY PAYOUTS UNDER NONQUALIFIED ANNUITIES: A portion of each payout will be
ordinary income and subject to tax, and a portion of each payout will be
considered a return of part of your investment and will not be taxed. All
amounts you receive after your investment in the contract is fully recovered
will be subject to tax.

Tax law requires that all nonqualified deferred annuity contracts issued by the
same company (and possibly its affiliates) to the same owner during a calendar
year be taxed as a single, unified contract when you take distributions from any
one of those contracts.

QUALIFIED ANNUITIES: Your contract may be used to fund a tax-deferred retirement
plan that is already tax-deferred under the Code. The contract will not provide
any necessary or additional tax deferral if it is used to fund a retirement plan
that is tax-deferred. Special rules apply to these retirement plans. Your rights
to benefits may be subject to the terms and conditions of these retirement plans
regardless of the terms of the contract.

Adverse tax consequences may result if you do not ensure that contributions,
distributions and other transactions under the contract comply with the law.
Qualified annuities have minimum distribution rules that govern the timing and
amount of distributions during your life (except for Roth IRAs) and after your
death. You should refer to your retirement plan or adoption agreement or consult
a tax advisor for more information about your distribution rules.

ANNUITY PAYOUTS UNDER QUALIFIED ANNUITIES (EXCEPT ROTH IRAS): Under a qualified
annuity, the entire payout generally is includable as ordinary income and is
subject to tax except to the extent that contributions were made with after-tax
dollars. If you or your employer invested in your contract with deductible or
pre-tax dollars as part of a tax-deferred retirement plan, such amounts are not
considered to be part of your investment in the contract and will be taxed when
paid to you.

PURCHASE PAYMENT CREDITS AND CREDITS UNDER THE PERFORMANCE CREDIT RIDER: These
are considered earnings and are taxed accordingly.

WITHDRAWALS: If you withdraw part or all of your contract before your annuity
payouts begin, your withdrawal payment will be taxed to the extent that the
value of your contract immediately before the


                                       45
<PAGE>

withdrawal exceeds your investment. You also may have to pay a 10% IRS penalty
for withdrawals you make before reaching age 59 1/2 unless certain exceptions
apply. For qualified annuities, other penalties may apply if you withdraw your
contract before your plan specifies that you can receive payouts.

DEATH BENEFITS TO BENEFICIARIES: The death benefit under a contract (except a
Roth IRA) is not tax-exempt. Any amount your beneficiary receives that
represents previously deferred earnings within the contract is taxable as
ordinary income to the beneficiary in the years he or she receives the payments.
The death benefit under a Roth IRA generally is not taxable as ordinary income
to the beneficiary if certain distribution requirements are met.

ANNUITIES OWNED BY CORPORATIONS, PARTNERSHIPS OR TRUSTS: For nonqualified
annuities any annual increase in the value of annuities held by such entities
generally will be treated as ordinary income received during that year. This
provision is effective for purchase payments made after Feb. 28, 1986. However,
if the trust was set up for the benefit of a natural person only, the income
will remain tax-deferred.

PENALTIES: If you receive amounts from your contract before reaching age 59 1/2,
you may have to pay a 10% IRS penalty on the amount includable in your ordinary
income. However, this penalty will not apply to any amount received by you or
your beneficiary:

- -    because of your death;
- -    because you become disabled (as defined in the Code);
- -    if the distribution is part of a series of substantially equal periodic
     payments, made at least annually, over your life or life expectancy (or
     joint lives or life expectancies of you and your beneficiary); or
- -    if it is allocable to an investment before Aug. 14, 1982 (except for
     qualified annuities).

For a qualified annuity, other penalties or exceptions may apply if you make
withdrawals from your contract before your plan specifies that payouts can be
made.

WITHHOLDING, GENERALLY: If you receive all or part of the contract value, we may
deduct withholding against the taxable income portion of the payment. Any
withholding represents a prepayment of your tax due for the year. You take
credit for these amounts on your annual tax return.

If the payment is part of an annuity payout plan, we generally compute the
amount of withholding using payroll tables. You may provide us with a statement
of how many exemptions to use in calculating the withholding. As long as you've
provided us with a valid Social Security Number or Taxpayer Identification
Number, you can elect not to have any withholding occur.

If the distribution is any other type of payment (such as a partial or full
withdrawal), we compute withholding using 10% of the taxable portion. Similar to
above, as long as you have provided us with a valid Social Security Number or
Taxpayer Identification Number, you can elect not to have this withholding
occur.

Some states also impose withholding requirements similar to the federal
withholding described above. If this should be the case, we may deduct state
withholding from any payment from which we deduct federal withholding. The
withholding requirements may differ if we are making payment to a non-U.S.
citizen or if we deliver the payment outside the United States.

TRANSFER OF OWNERSHIP OF A NONQUALIFIED ANNUITY: If you transfer a nonqualified
annuity without receiving adequate consideration, the transfer is a gift and
also may be a withdrawal for federal income tax purposes. If the gift is a
currently taxable event for income tax purposes, the original owner will be
taxed on the amount of deferred earnings at the time of the transfer and also
may be subject to the 10% IRS penalty discussed earlier. In this case, the new
owner's investment in the contract will be the value of the contract at the time
of the transfer.

COLLATERAL ASSIGNMENT OF A NONQUALIFIED ANNUITY: If you collaterally assign or
pledge your contract, earnings on purchase payments you made after Aug. 13, 1982
will be taxed to you like a withdrawal.


                                       46
<PAGE>

IMPORTANT: Our discussion of federal tax laws is based upon our understanding of
current interpretations of these laws. Federal tax laws or current
interpretations of them may change. For this reason and because tax consequences
are complex and highly individual and cannot always be anticipated, you should
consult a tax advisor if you have any questions about taxation of your contract.

TAX QUALIFICATION: We intend that the contract qualify as an annuity for federal
income tax purposes. To that end, the provisions of the contract are to be
interpreted to ensure or maintain such tax qualification, in spite of any other
provisions of the contract. We reserve the right to amend the contract to
reflect any clarifications that may be needed or are appropriate to maintain
such qualification or to conform the contract to any applicable changes in the
tax qualification requirements. We will send you a copy of any amendments.

VOTING RIGHTS

As a contract owner with investments in the subaccounts, you may vote on
important fund policies until annuity payouts begin. Once they begin, the person
receiving them has voting rights. We will vote fund shares according to the
instructions of the person with voting rights.

Before annuity payouts begin, the number of votes you have is determined by
applying your percentage interest in each subaccount to the total number of
votes allowed to the subaccount.

After annuity payouts begin, the number of votes you have is equal to:

- - the reserve held in each subaccount for your contract;
- - divided by the net asset value of one share of the applicable fund.

As we make annuity payouts, the reserve for the contract decreases; therefore,
the number of votes also will decrease.

We calculate votes separately for each subaccount. We will send notice of
shareholders' meetings, proxy materials and a statement of the number of votes
to which the voter is entitled. We will vote shares for which we have not
received instructions in the same proportion as the votes for which we received
instructions. We also will vote the shares for which we have voting rights in
the same proportion as the votes for which we received instructions.

SUBSTITUTION OF INVESTMENTS

We may substitute the funds in which the subaccounts invest if:

- -    laws or regulations change,
- -    existing funds become unavailable, or
- -    in our judgment, the funds no longer are suitable for the subaccounts.

If any of these situations occur and if we believe it is in the best interest of
persons having voting rights under the contract, we have the right to substitute
funds other than those currently listed in this prospectus for other funds.

We may also:

- -    add new subaccounts;
- -    combine any two or more subaccounts;
- -    add subaccounts investing in additional funds;
- -    transfer assets to and from the subaccounts or the variable account; and
- -    eliminate or close any subaccounts.


                                       47
<PAGE>

In the event of substitution or any of these changes, we may amend the contract
and take whatever action is necessary and appropriate without your consent or
approval. However, we will not make any substitution or change without the
necessary approval of the SEC and state insurance departments. We will notify
you of any substitution or change.

ABOUT THE SERVICE PROVIDERS

PRINCIPAL UNDERWRITER

American Express Financial Advisors Inc. (AEFA) serves as the principal
underwriter for the contract. Its office are located at 200 AXP Financial
Center, Minneapolis, MN 55474. AEFA is a wholly-owned subsidiary of American
Express Financial Corporation (AEFC) which is a wholly-owned subsidiary of
American Express Company.

The contracts will be distributed by broker-dealers which have entered into
distribution agreements with AEFA and American Enterprise Life.

We pay commissions for sales of the contracts of up to 7% of purchase payments
to insurance agencies or broker-dealers that are also insurance agencies.
Sometimes we pay the commissions as a combination of a certain amount of the
commission at the time of sale and a trail commission (which, when totaled,
could exceed 7% of purchase payments). In addition, we may pay certain sellers
additional compensation for selling and distribution activities under certain
circumstances. From time to time, we will pay or permit other promotional
incentives, in cash or credit or other compensation.

Other contracts issued by American Enterprise Life that are not described in
this prospectus may be available through your sales representative. The
features, investment options, sales charges and expenses of the other contracts
are different than those of this contract. Therefore, the contract values under
the other contracts may be different than your contract value under this
contract. In addition, sales commissions for the other contracts may be higher
or lower than sales commissions for this contract.

ISSUER

American Enterprise Life issues the annuities. American Enterprise Life is a
wholly-owned subsidiary of IDS Life, which is a wholly-owned subsidiary of AEFC.
AEFC is a wholly-owned subsidiary of American Express Company. American Express
Company is a financial services company principally engaged through subsidiaries
(in addition to AEFC) in travel related services, investment services and
international banking services.

American Enterprise Life is a stock life insurance company organized in 1981
under the laws of the state of Indiana. Its administrative offices are located
at 829 AXP Financial Center, Minneapolis, MN 55474. Our statutory address is 100
Capitol Center South, 201 North Illinois Street, Indianapolis, IN 46204.
American Enterprise Life conducts a conventional life insurance business.

LEGAL PROCEEDINGS

A number of lawsuits have been filed against life and health insurers in
jurisdictions in which American Enterprise Life and its affiliates do business
involving insurers' sales practices, alleged agent misconduct, failure to
properly supervise agents and other matters. IDS Life is a defendant in three
class action lawsuits of this nature. American Enterprise Life is a named
defendant in one of these suits, RICHARD W. AND ELIZABETH J. THORESEN VS.
AMERICAN EXPRESS FINANCIAL CORPORATION, AMERICAN CENTURION LIFE ASSURANCE
COMPANY, AMERICAN ENTERPRISE LIFE INSURANCE COMPANY, AMERICAN PARTNERS LIFE
INSURANCE COMPANY, IDS LIFE INSURANCE COMPANY AND IDS LIFE INSURANCE COMPANY OF
NEW YORK , which was commenced in Minnesota State Court in October, 1998. The
action was brought by individuals who purchased an annuity in a qualified plan.
The plaintiffs allege that the sale of annuities in tax-deferred contributory
retirement investment plans (E.G., IRAs) is never appropriate. The plaintiffs
purport to represent a class consisting of all persons who made similar
purchases. The plaintiffs seek damages in an unspecified amount.


                                       48
<PAGE>

American Enterprise Life is included as a party to a preliminary settlement of
all three class action lawsuits. We believe this approach will put these cases
behind us and provide a fair outcome for our clients. Our decision to settle
does not include any admission of wrongdoing. We do not anticipate that this
proposed settlement, or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

ADDITIONAL INFORMATION ABOUT AMERICAN ENTERPRISE LIFE

SELECTED FINANCIAL DATA

The following selected financial data for American Enterprise Life should be
read in conjunction with the financial statements and notes.
<TABLE>
<CAPTION>
                                        Years ended Dec. 31, (thousands)

                                1999           1998           1997          1996            1995
<S>                         <C>            <C>            <C>            <C>            <C>
Net investment income       $  322,746     $  340,219     $  332,268     $  271,719     $  223,706

Net gain/loss on                 6,565         (4,788)          (509)        (5,258)        (1,154)
investments
Other                            8,338          7,662          6,329          5,753          4,214
                                 -----          -----          -----          -----          -----

Total revenues              $  337,649     $  343,093     $  338,088     $  272,214     $  226,766
                            ==========     ==========     ==========     ==========     ==========

Income before income taxes  $   50,662     $   36,421     $   44,958     $   35,735     $   33,440
                            ==========     ==========     ==========     ==========     ==========

Net income                  $   33,987     $   22,026     $   28,313     $   22,823     $   21,748
                            ==========     ==========     ==========     ==========     ==========

Total assets                $4,603,343     $4,885,621     $4,973,413     $4,425,837     $3,570,960
                            ==========     ==========     ==========     ==========     ==========
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

1999 COMPARED TO 1998:

Net income increased 54 percent to $34 million in 1999, compared to $22 million
in 1998. Earnings growth resulted primarily net realized gains of $6.6 million
in 1999, compared to net realized losses of $4.8 in 1998.

Income before income taxes totaled $51 million in 1999, compared with $36
million in 1998.

Total investment contract deposits received decreased to $336 million in 1999,
compared with $348 million in 1998. This decrease is primarily due to a decrease
in sales of variable annuities in 1999.

Total revenues decreased to $338 million in 1999, compared with $343 million in
1998. The decrease is primarily due to decreased net investment income which was
partially offset by an increase in realized gain on investments. Net investment
income, the largest component of revenues, decreased 5 percent from the prior
year, reflecting decreases in investments owned and investment yields.

Contractholder charges decreased 5 percent to $6.1 million in 1999, compared
with $6.4 million in 1998, reflecting a decrease in fixed annuities inforce. The
Company receives mortality and expense risk fees from the separate accounts.
Mortality and expense risk fees increased 77 percent to $2.3 million in 1999,
compared with $1.3 million in 1998, this reflects the increase in separate
account assets.

Net realized gain on investments was $6.6 million in 1999, compared to a net
realized loss on investments of $4.8 million in 1998. The net realized gains
were primarily due to the sale of available for sale fixed maturity investments
at a gain as well as a decrease in the allowance for mortgage loan losses based
on management's regular evaluation of allowance adequacy.

Total benefits and expenses decreased slightly to $287 million in 1999. The
largest component of expenses, interest credited on investment contracts,
decreased to $209 million, reflecting a decrease in fixed annuities


                                       49
<PAGE>

in force and lower interest rates. Amortization of deferred policy acquisition
costs decreased to $43 million, compared to $54 million in 1998. This decrease
was due primarily to decreased aggregate amounts in force, as well as the impact
of changing prospective assumptions in 1998 based on actual lapse experience on
certain fixed annuities.

Other operating expenses increased 46 percent to $35 million in 1999, compared
to $24 million in 1998. This increase is primarily reflects technology costs
related to growth initiatives.

1998 COMPARED TO 1997:

Net income decreased 22 percent to $22 million in 1998, compared to $28 million
in 1997. The decrease in earnings resulted primarily from increases in
amortization of deferred policy acquisition costs.

Income before income taxes totaled $36 million in 1998, compared with $45
million in 1997.

Total premiums and investment contract deposits received decreased to $348
million in 1998, compared with $802 million in 1997. This decrease is primarily
due to a decrease in sales of fixed annuities in 1998, reflecting the low
interest rate environment.

Total revenues increased to $343 million in 1998, compared with $338 million in
1997. The increase is primarily due to increases in net investment income and
contractholder charges. Net investment income, the largest component of
revenues, increased 2 percent from the prior year, reflecting increases in
investments owned and investment yields.

Contractholder charges, increased 12 percent to $6.4 million in 1998, compared
with $5.7 million in 1997. The Company receives mortality and expense risk fees
from the separate accounts.

Total benefits and expenses increased 4.6 percent to $307 million in 1998,
compared with 293 million in 1997. The largest component of expenses, interest
credited on contractholders investment contracts, decreased to $229 million,
reflecting a decrease in fixed annuities in force and lower interest rates.
Amortization of deferred policy acquisition costs increased to $54 million,
compared to $37 million in 1997. This increase was due primarily to the impact
of changing prospective assumptions based on actual lapse experience on certain
fixed annuities.

RISK MANAGEMENT

The sensitivity analysis of the test of market risk discussed below estimates
the effects of hypothetical sudden and sustained changes in the applicable
market conditions on the ensuing year's earnings based on year-end positions.

The market changes, assumed to occur as of year-end, is a 100 basis point
increase in market interest rates. Computations of the prospective effects of
hypothetical interest rate change based on numerous assumptions, including
relative levels of market interest rates as well as the levels of assets and
liabilities. The hypothetical changes and assumptions will be different from
what actually occurs in the future. Furthermore, the computations do not
anticipate actions that may be taken by management if the hypothetical market
changes actually occurred over time. As a result, actual earnings effects in the
future will differ from those quantified below.

The Company primarily invests in fixed income securities over a broad range of
maturities for the purpose of providing fixed annuity clients with a competitive
rate of return on their investments while minimizing risk, and to provide a
dependable and targeted spread between the interest rate earned on investments
and the interest rate credited to contractholders' accounts. The Company does
not invest in securities to generate trading profits.

The Company has an investment committee that holds regularly scheduled meetings
and, when necessary, special meetings. At these meetings, the committee reviews
models projecting different interest rate scenarios and their impact on
profitability. The objective of the committee is to structure the investment


                                       50
<PAGE>

security portfolio based upon the type and behavior of products in the liability
portfolio so as to achieve targeted levels of profitability.

Rates credited to contractholders' accounts are generally reset at shorter
intervals than the maturity of underlying investments. Therefore, margins may be
negatively impacted by increases in the general level of interest rates. Part of
the committee's strategy includes the purchase of some types of derivatives,
such as interest rate caps, swaps and floors, for hedging purposes. These
derivatives protect margins by increasing investment returns if there is a
sudden and severe rise in interest rates, thereby mitigating the impact of an
increase in rates credited to contractholders' accounts.

The negative effect on the Company's pretax earnings of a 100 basis point
increase in interest rates, which assumes repricings and customer behavior based
on the application of proprietary models to the book of business at December 31,
1999, would be approximately $4.2 million.

LIQUIDITY AND CAPITAL RESOURCES

The liquidity requirements of the Company are met by funds provided by annuity
considerations, investment income, proceeds from sales of investments as well as
maturities and periodic repayments of investment principal.

The primary uses of funds are policy benefits, commissions and operating
expenses, policy loans, and investment purchases.

The Company has an available line of credit with American Express Financial
Corporation aggregating $50 million. The line of credit is used strictly as a
short-term source of funds. No borrowings were outstanding under the agreement
at December 31, 1999. At December 31, 1999, outstanding reverse repurchase
agreements totaled $26 million.

At December 31, 1999, investments in fixed maturities comprised 81 percent of
the Company's total invested assets. Of the fixed maturity portfolio,
approximately 32 percent is invested in GNMA, FNMA and FHLMC mortgage-backed
securities which are considered AAA/Aaa quality.

At December 31, 1999, approximately 14 percent of the Company's investments in
fixed maturities were below investment grade bonds. These investments may be
subject to a higher degree of risk than the investment grade issues because of
the borrower's generally greater sensitivity to adverse economic conditions,
such as recession or increasing interest rates, and in certain instances, the
lack of an active secondary market. Expected returns on below investment grade
bonds reflect consideration of such factors. The Company has identified those
fixed maturities for which a decline in fair value is determined to be other
than temporary, and has written them down to fair value with a charge to
earnings.

At December 31, 1999, net unrealized appreciation on fixed maturities held to
maturity included $6.3 million of gross unrealized appreciation and $29 million
of gross unrealized depreciation. Net unrealized appreciation on fixed
maturities available for sale included $9.3 million of gross unrealized
appreciation and $117 million of gross unrealized depreciation.

At December 31, 1999, the Company had an allowance for losses for mortgage loans
totaling $6.7 million.

The economy and other factors have caused a number of insurance companies to
go under regulatory supervision. This circumstance has resulted in
assessments by state guaranty associations to cover losses to policyholders
of insolvent or rehabilitated companies. Some assessments can be partially
recovered through a reduction in future premium taxes in certain states. The
Company established an asset for guaranty association assessments paid to
those states allowing a reduction in future premium taxes over a reasonable
period of time. The asset is being amortized as premium taxes are reduced.
The Company has also estimated the

                                       51
<PAGE>

potential effect of future assessments on the Company's financial position and
results of operations and has established a reserve for such potential
assessments. The Company has adopted Statement of Position 97-3 providing
guidance when an insurer should recognize a liability for guaranty fund
assessments. The SOP is effective for fiscal years beginning after December 15,
1998. Adoption did not have a material impact on the Company's results of
operations or financial condition.

The National Association of Insurance Commissioners has established risk-based
capital standards to determine the capital requirements of a life insurance
company based upon the risks inherent in its operations. These standards require
the computation of a risk-based capital amount which is then compared to a
company's actual total adjusted capital. The computation involves applying
factors to various statutory financial data to address four primary risks: asset
default, adverse insurance experience, interest rate risk and external events.
These standards provide for regulatory attention when the percentage of total
adjusted capital to authorized control level risk-based capital is below certain
levels. As of December 31, 1999, the Company's total adjusted capital was well
in excess of the levels requiring regulatory attention.

YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs having been written using
two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and the variable account. All of the major systems used by American Enterprise
Life and the variable account are maintained by AEFC and are utilized by
multiple subsidiaries and affiliates of AEFC. American Enterprise Life's and the
variable account's businesses are heavily dependent upon AEFC's computer systems
and have significant interaction with systems of third parties.

A comprehensive review of AEFC's computer systems and business processes,
including those specific to American Enterprise Life and the variable account,
was conducted to identify the major systems that could be affected by the Year
2000 issue. Steps were taken to resolve potential problems including
modification to existing software and the purchase of new software. As of Dec.
31, 1999, AEFC had completed its program of corrective measures on its internal
systems and applications, including Year 2000 compliance testing. As of Dec. 31,
1999, AEFC had also completed an evaluation of the Year 2000 readiness of other
third parties whose system failures could have an impact on American Enterprise
Life's and the variable account's operations.

AEFC's Year 2000 project also included establishing Year 2000 contingency plans
for all key business units. Business continuation plans, which address business
continuation in the event of a system disruption, are in place for all key
business units. As of Dec. 31, 1999, these plans had been amended to include
specific Year 2000 considerations.

In assessing its Year 2000 initiatives and the results of actual production
since Jan. 1, 2000, management believes no material adverse consequences were
experienced, and there was no material effect on American Enterprise Life's and
the variable account's business, results of operations, or financial condition
as a result of the Year 2000 issue.

RESERVES

In accordance with the insurance laws and regulations under which we operate, we
are obligated to carry on our books, as liabilities, actuarially determined
reserves to meet our obligations on our outstanding annuity contracts. We base
our reserves for deferred annuity contracts on accumulation value and for fixed
annuity contracts in a benefit status on established industry mortality tables.
These reserves are computed amounts that will be sufficient to meet our policy
obligations at their maturities.


                                       52
<PAGE>

INVESTMENTS
Our total investments of $4,107,559 at Dec. 31, 1999, 29% was invested in
mortgage-backed securities, 53% in corporate and other bonds, 19% in primary
mortgage loans on real estate and the remaining less than 1% in other
investments.

COMPETITION
We are engaged in a business that is highly competitive due to the large number
of stock and mutual life insurance companies and other entities marketing
insurance products. There are over 1,600 stock, mutual and other types of
insurers in the life insurance business. BEST'S INSURANCE REPORTS, Life-Health
edition 1998, assigned us one of its highest classifications, A+ (Superior).

EMPLOYEES
As of Dec. 31, 1999, we had no employees.

PROPERTIES
We occupy office space in Minneapolis, MN, which is rented by AEFC. We reimburse
AEFC for rent based on direct and indirect allocation methods. Facilities
occupied by us are believed to be adequate for the purposes for which they are
used and well maintained.

STATE REGULATION
American Enterprise Life is subject to the laws of the State of Indiana
governing insurance companies and to the regulations of the Indiana Department
of Insurance. An annual statement in the prescribed form is filed with the
Indiana Department of Insurance each year covering our operation for the
preceding year and its financial condition at the end of such year. Regulation
by the Indiana Department of Insurance includes periodic examination to
determine American Enterprise's contract liabilities and reserves so that the
Indiana Department of Insurance may certify that these items are correct. The
Company's books and accounts are subject to review by the Indiana Department of
Insurance at all times. Such regulation does not, however, involve any
supervision of the account's management or the company's investment practices or
policies. In addition, American Enterprise Life is subject to regulation under
the insurance laws of other jurisdictions in which it operates. A full
examination of American Enterprise Life's operations is conducted periodically
by the National Association of Insurance Commissioners.

Under insurance guaranty fund laws, in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses incurred
by insolvent companies. Most of these laws do provide however, that an
assessment may be excused or deferred if it would threaten an insurer's own
financial strength.

DIRECTORS AND EXECUTIVE OFFICERS*

The directors and principal executive officers of American Enterprise Life and
the principal occupation of each during the last five years is as follows:

DIRECTORS

JAMES E. CHOAT
Born in 1947

Director, president and chief executive officer since 1996; Senior vice
president - Institutional Products Group, AEFA, 1994 to 1997.

RICHARD W. KLING
Born 1940

Director and chairman of the board since March 1989.


                                       53
<PAGE>

PAUL S. MANNWEILER**
Born in 1949

Director since 1986; Partner at Locke Reynolds Boyd & Weisell since 1980.

PAULA R. MEYER
Born in 1954

Director and executive vice president since 1998; vice president, AEFC since
1998; Piper Capital Management (PCM) President from Oct. 1997 to May 1998; PCM
Director of Marketing from June 1995 to Oct. 1997; PCM Director of Retail
Marketing from Dec. 1993 to June 1995.

WILLIAM A. STOLTZMANN
Born in 1948

Director since Sept. 1989; vice president, general counsel and secretary since
1985.

OFFICERS OTHER THAN DIRECTORS

JEFFREY S. HORTON
Born 1961

Vice president and treasurer since Dec. 1997; vice president and corporate
treasurer, AEFC, since Dec. 1997; controller, American Express Technologies -
Financial Services, AEFC, from July 1997 to Dec. 1997; controller, Risk
Management Products, AEFC, from May 1994 to July 1997; director of finance and
analysis, Corporate Treasury, AEFC, from June 1990 to May 1994.

PHILIP C. WENTZEL
Born in 1961

Vice president and controller since 1998; vice president - Finance, Risk
Management Products, AEFC since 1997; and director of financial reporting and
analysis from 1992 to 1997.

*The address for all of the directors and principal officers is: 200 AXP
Financial Center, Minneapolis, MN 55474, except for Mr. Mannweiler who is an
independent director.

**Mr. Mannweiler's address is: 201 No. Illinois Street, Indianapolis, IN 46204

EXECUTIVE COMPENSATION
Our executive officers also may serve one or more affiliated companies. The
following table reflects cash compensation paid to the five most highly
compensated executive officers as a group for services rendered in the most
recent year to us and our affiliates. The table also shows the total cash
compensation paid to all our executive officers, as a group, who were executive
officers at any time during the most recent year.


                                       54
<PAGE>
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL OR
NUMBER IN GROUP                       POSITION HELD                             CASH COMPENSATION
<S>                                   <C>                                       <C>
Five most highly compensated                                                        $7,960,888
executive officers as a group:

Richard W. Kling                      Chairman of the Board
James E. Choat                        President and CEO
Stuart A. Sedlacek                    Executive Vice President
Lorraine R. Hart                      Vice President, Investments
Deborah L. Pederson                   Assistant Vice President, Investments

All executive officers as a group                                                  $11,535,043
(11)
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
Our directors and officers do not beneficially own any outstanding shares of
stock of the company. All of our outstanding shares of stock are beneficially
owned by IDS Life. The percentage of shares of IDS Life owned by any director,
and by all our directors and officers as a group, does not exceed 1% of the
class outstanding.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the financial statements
of American Enterprise Life Insurance Company at Dec. 31, 1999 and 1998, and for
each of the three years in the period ended Dec. 31, 1999, and the individual
and combined financial statements of American Enterprise variable Annuity
Account (comprised of subaccounts PCMG1, PMGD1, PNDM1, PSCA1, PCAP1, PVAL1,
PMDC1, PSMC1, PMSS1, PNDS1, PTRS1 and PGIN1) as of Dec. 31, 1999, and the
periods indicated therein as set forth in their reports. We've included our
financial statements in the prospectus and elsewhere in the registration
statement in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.



                                       55


<PAGE>



AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION


REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1999  and  1998,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1999 and  1998,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.



/s/ Ernst & Young LLP
Ernst & Young LLP
February 3, 2000
Minneapolis, Minnesota

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                  December 31,
                       ($ thousands, except share amounts)
<TABLE>
<S>                                                              <C>              <C>

ASSETS                                                              1999              1998
- ------                                                           -----------      -----------

Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value:
       1999, $984,103; 1998, $1,126,732)                          $1,006,349       $1,081,193
    Available for sale, at fair value (amortized cost:
       1999, $2,411,799; 1998, $2,526,712)                         2,304,487        2,594,858
                                                                 -----------      -----------
                                                                   3,310,836        3,676,051

  Mortgage loans on real estate                                      785,253          815,806
  Other investments                                                   11,470           12,103
                                                                 -----------      -----------
          Total investments                                        4,107,559        4,503,960

Accounts receivable                                                      316              214
Accrued investment income                                             56,676           61,740
Deferred policy acquisition costs                                    180,288          196,479
Deferred income taxes                                                 37,501               --
Other assets                                                               9               43
Separate account assets                                              220,994          123,185
                                                                 -----------      -----------

          Total assets                                            $4,603,343       $4,885,621
                                                                  ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                      $3,921,513       $4,166,852
  Policy claims and other policyholders' funds                        12,097            7,389
  Deferred income taxes                                                   --           23,199
  Amounts due to brokers                                              25,215           54,347
  Other liabilities                                                   17,436           24,500
  Separate account liabilities                                       220,994          123,185
                                                                 -----------      -----------
          Total liabilities                                        4,197,255        4,399,472

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                               2,000            2,000
  Additional paid-in capital                                         282,872          282,872
  Accumulated other comprehensive (loss) income:
     Net unrealized securities (losses) gains                        (69,753)          44,295
  Retained earnings                                                  190,969          156,982
                                                                 -----------      -----------
          Total stockholder's equity                                 406,088          486,149
                                                                 -----------      -----------

Total liabilities and stockholder's equity                        $4,603,343       $4,885,621
                                                                  ==========       ==========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                            Years ended December 31,
                                  ($ thousands)
<TABLE>
<S>                                                       <C>               <C>              <C>

                                                            1999              1998             1997
                                                          ---------         ---------        ---------

Revenues:
  Net investment income                                    $322,746          $340,219         $332,268
  Contractholder charges                                      6,069             6,387            5,688
  Mortality and expense risk fees                             2,269             1,275              641
  Net realized gain (loss) on investments                     6,565            (4,788)            (509)
                                                          ---------         ---------        ---------

          Total revenues                                    337,649           343,093          338,088
                                                          ---------         ---------        ---------

Benefits and expenses:
  Interest credited on investment contracts                 208,583           228,533          231,437
  Amortization of deferred policy acquisition costs          43,257            53,663           36,803
  Other operating expenses                                   35,147            24,476           24,890
                                                          ---------         ---------        ---------

          Total benefits and expenses                       286,987           306,672          293,130
                                                          ---------         ---------        ---------

Income before income taxes                                   50,662            36,421           44,958

Income taxes                                                 16,675            14,395           16,645
                                                          ---------         ---------        ---------

Net income                                                $  33,987         $  22,026        $  28,313
                                                          =========         =========        =========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1999
                                  ($ thousands)
<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                     Other
                                                         Total                      Additional    Comprehensive
                                                     Stockholder's     Capital       Paid-In      (Loss) Income,     Retained
                                                         Equity         Stock         Capital        Net of Tax       Earnings
                                                     -------------    --------    ------------    ------------    -------------
<S>                                                  <C>              <C>         <C>             <C>             <C>
Balance, December 31, 1996                               $363,858       $2,000       $242,872        $ 12,343        $106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
      Unrealized holding gains arising
           during the year, net of  taxes of
        ($19,891)                                          36,940           --             --          36,940              --
      Reclassification adjustment for losses
           included in net income, net of tax
           of ($126)                                          233           --             --             233              --
                                                     -------------                                ------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                     -------------
     Comprehensive income                                  65,486
Capital contribution from IDS Life                         40,000           --         40,000              --              --
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:
     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
          during the year, net of taxes of $3,400          (6,314)          --             --          (6,314)             --
       Reclassification adjustment for losses
           included in net income, net of tax
           of ($588)                                        1,093           --             --           1,093              --
                                                     -------------                                ------------
     Other comprehensive loss                              (5,221)          --             --          (5,221)             --
                                                     -------------
     Comprehensive income                                  16,805
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1998                                486,149        2,000        282,872          44,295         156,982
Comprehensive loss:
     Net income                                            33,987           --             --              --          33,987
     Unrealized holding losses arising
         during the year, net of taxes of $(59,231)      (110,001)          --             --        (110,001)             --
     Reclassification adjustment for gains
          included in net income, net of tax               (4,047)                                     (4,047)             --
          of $(2,179)                                -------------                                ------------
     Other comprehensive loss                            (114,048)          --             --        (114,048)             --
                                                     -------------
     Comprehensive loss                                   (80,061)
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1999                               $406,088       $2,000       $282,872        $(69,753)       $190,969
                                                     =============    ========    ============    ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         See accompanying notes.

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                <C>           <C>           <C>
                                                                      1999          1998          1997
                                                                   -----------   -----------   -----------
Cash flows from operating activities:
  Net income                                                       $   33,987    $   22,026    $   28,313
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                               5,064        (2,152)       (8,017)
      Change in accounts receivable                                      (102)          349         9,304
      Change in deferred policy acquisition costs, net                 16,191        28,022       (21,276)
      Change in other assets                                               34            74         4,840
      Change in policy claims and other policyholders' funds            4,708        (3,939)      (16,099)
      Deferred income tax (benefit) provision                             711        (9,591)       (2,485)
      Change in other liabilities                                      (7,064)        7,595         1,255
      Amortization of premium (accretion of discount), net              2,315           122        (2,316)
      Net realized (gain) loss on investments                          (6,565)        4,788           509
      Other, net                                                      (1,562)         2,544           959
                                                                   -----------   -----------   -----------

         Net cash provided by (used in) operating activities           47,717        49,838        (5,013)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                                          --            --        (1,996)
        Maturities                                                     65,705        73,601        41,221
        Sales                                                           8,466        31,117        30,601
    Fixed maturities available for sale:
        Purchases                                                    (593,888)     (298,885)     (688,050)
        Maturities                                                    248,317       335,357       231,419
        Sales                                                         469,126        48,492        73,366
    Other investments:
        Purchases                                                     (28,520)     (161,252)     (199,593)
        Sales                                                          57,548        78,681        29,139
    Change in amounts due to brokers                                  (29,132)       19,412       (53,796)
                                                                   -----------   -----------   ------------

          Net cash provided by (used in) investing activities         197,622       126,523      (537,689)

Cash flows from financing activities:
 Activity related to investment contracts:
    Considerations received                                           299,899       302,158       783,339
    Surrenders and other benefits                                    (753,821)     (707,052)     (552,903)
    Interest credited to account balances                             208,583       228,533       231,437
    Capital contribution from parent                                       --            --        40,000
                                                                   -----------   -----------   -----------

          Net cash (used in) provided by financing activities        (245,339)     (176,361)      501,873
                                                                   -----------   -----------   -----------

Net decrease in cash and cash equivalents                                  --            --       (40,829)

Cash and cash equivalents at beginning of year                             --            --        40,829
                                                                   -----------   -----------   -----------

Cash and cash equivalents at end of year                           $       --    $       --    $      --
                                                                   ===========   ===========   ==========
                                         See accompanying notes.

</TABLE>

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  The  Company's  principal  product  is
     deferred  annuities,  which are issued primarily to individuals.  It offers
     single  premium and annual premium  deferred  annuities on both a fixed and
     variable dollar basis.
     Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly-owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation  (AEFC).  AEFC is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States which vary in certain respects from reporting  practices  prescribed
     or permitted by the Indiana Department of Insurance (see Note 4).

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities and disclosure of contingent  assets and liabilities at the
     date of the financial  statements and the reported  amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Investments

     Fixed  maturities  that the  Company has both the  positive  intent and the
     ability to hold to maturity are  classified as held to maturity and carried
     at amortized  cost. All other fixed  maturities are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive (loss) income, net of deferred
     income taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments  are  anticipated  on certain  investments  in  mortgage-backed
     securities in determining  the constant  effective  yield used to recognize
     interest  income.  Prepayment  estimates are based on information  received
     from brokers who deal in mortgage-backed securities.

     Mortgage  loans on real  estate  are  carried  at  amortized  cost  less an
     allowance  for  mortgage  loan  losses.  The  estimated  fair  value of the
     mortgage  loans is  determined  by a discounted  cash flow  analysis  using
     mortgage   interest  rates  currently  offered  for  mortgages  of  similar
     maturities.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance for mortgage loan losses
     is  maintained  at a level that  management  believes is adequate to absorb
     estimated  losses in the portfolio.  The level of the allowance  account is
     determined  based on  several  factors,  including  historical  experience,
     expected  future  principal  and interest  payments,  estimated  collateral
     values,  and current and  anticipated  economic and  political  conditions.
     Management  regularly  evaluates the adequacy of the allowance for mortgage
     loan losses.

     The Company  generally stops accruing  interest on mortgage loans for which
     interest  payments  are  delinquent  more  than  three  months.   Based  on
     management's  judgment  as to the  ultimate  collectibility  of  principal,
     interest  payments  received are either  recognized as income or applied to
     the recorded investment in the loan.

     The cost of interest rate caps and floors is amortized to investment income
     over the life of the contracts  and payments  received as a result of these
     agreements are recorded as investment  income when realized.  The amortized
     cost of interest rate caps and floors is included in other investments.

     When evidence  indicates a decline,  which is other than temporary,  in the
     underlying  value  or  earning  power  of  individual   investments,   such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The  Company  considers  investments  with a maturity  at the date of their
     acquisition  of  three  months  or  less  to  be  cash  equivalents.  These
     securities are carried  principally  at amortized  cost which  approximates
     fair value.

     Supplementary  information  to the  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                        1999            1998           1997
                                        ----            -----          ----
    Cash paid during the year for:
      Income taxes                      $22,007        $19,035       $19,456
      Interest on borrowings              2,187          5,437         1,832

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs,  and certain  sales  expenses,  have been  deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Amortization  of deferred  policy  acquisition  costs  requires  the use of
     assumptions  including  interest margins,  mortality  margins,  persistency
     rates,  maintenance  expense  levels and, for variable  products,  separate
     account  performance.   For  universal  life-type  insurance  and  deferred
     annuities,  actual  experience is reflected in the  Company's  amortization
     models monthly. As actual experience differs from the current  assumptions,
     management  considers  the need to change key  assumptions  underlying  the
     amortization  models  prospectively.  The  impact of  changing  prospective
     assumptions  is  reflected  in the period that such changes are made and is
     generally referred to as an unlocking  adjustment.  During 1998,  unlocking
     adjustments  resulted in a net increase in amortization of $11 million. Net
     unlocking adjustments in 1999 and 1997 were not significant.

     Liabilities for future policy benefits

     Liabilities  for  universal-life  type  insurance  and fixed  and  variable
     deferred annuities are accumulation values.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American  Express  Company.  The Company  provides for income
     taxes on a separate return basis,  except that, under an agreement  between
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included in other  liabilities at December 31, 1999 and 1998 are $2,147 and
     $3,504, respectively, payable to IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.    Summary of significant accounting policies (continued)

     The Company makes contractual  mortality assurances to the variable annuity
     contract  owners that the net assets of the separate  accounts  will not be
     affected by future  variations in the actual life expectancy  experience of
     the annuitants and beneficiaries from the mortality assumptions implicit in
     the annuity  contracts.  The Company makes  periodic fund  transfers to, or
     withdrawals   from,   the  separate   account  assets  for  such  actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.

      Accounting changes

     American  Institute of Certified Public  Accountants  (AICPA)  Statement of
     Position (SOP) 98-1,  "Accounting for Costs of Computer Software  Developed
     or Obtained for Internal  Use" became  effective  January 1, 1999.  The SOP
     requires the  capitalization  of certain costs  incurred  after the date of
     adoption to develop or obtain software for internal use.  Software utilized
     by the Company is owned by AEFC and  capitalized by AEFC. As a result,  the
     new  rule  did not have a  material  impact  on the  Company's  results  of
     operations or financial condition.

     Effective January 1, 1999, the Company adopted AICPA SOP 97-3, "Accounting
     by Insurance  and Other  Enterprises  for  Insurance-Related  Assessments,"
     providing guidance for the timing of recognition of liabilities  related to
     guaranty fund assessments.  The Company had historically carried balance in
     other  liabilities  on  the  balance  sheet  for  potential  guaranty  fund
     assessment exposure.  Adoption of the SOP did not have a material impact on
     the Company's results of operations or financial condition.

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities,"  which is effective  January 1, 2001.
     This  Statement   establishes   accounting  and  reporting   standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities.  It requires that an entity
     recognize all  derivatives  as either assets or  liabilities in the balance
     sheet and measure  those  instruments  at fair value.  The  accounting  for
     changes in the fair value of a  derivative  depends on the  intended use of
     the derivative and the resulting designation. The ultimate financial effect
     of the new  rule  will be  measured  based on the  derivatives  in place at
     adoption and cannot be estimated at this time.

<PAGE>

2.   Investments

     Fair values of  investments  in fixed  maturities  represent  quoted market
     prices and estimated values when quoted prices are not available. Estimated
     values are  determined by  established  procedures  involving,  among other
     things,  review of market  indices,  price  levels of current  offerings of
     comparable issues, price estimates and market data from independent brokers
     and financial files.

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1999 are as follows:
<TABLE>
<S>                                             <C>              <C>              <C>             <C>

                                                                   Gross           Gross
                                                Amortized        Unrealized       Unrealized        Fair
    Held to maturity                             Cost              Gains           Losses           Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    7,514       $     23         $    431        $    7,106
    State and municipal obligations                  3,002             44               --             3,046
    Corporate bonds and obligations                816,826          5,966           23,311           799,482
    Mortgage-backed securities                     179,007            296            4,834           174,469
                                                ----------       --------         --------        ----------
                                                $1,006,349       $  6,329         $ 28,576        $  984,103
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,047   $         --         $     47        $    1,999
    State and municipal obligations                  2,250             --              190             2,060
    Corporate bonds and obligations              1,419,150          7,445           90,703         1,335,892
    Mortgage-backed securities                     988,352          1,929           25,746           964,536
                                                ------------     --------         --------        ----------
                                                $2,411,799       $  9,374         $116,686        $2,304,487
                                                ==========       ========         ========        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

                                                                   Gross           Gross
                                                 Amortized       Unrealized       Unrealized         Fair
    Held to maturity                               Cost            Gains           Losses            Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    8,652       $    423         $     --        $    9,075
    State and municipal obligations                  3,003            149               --             3,152
    Corporate bonds and obligations                877,140         48,822            6,670           919,292
    Mortgage-backed securities                     192,398          2,844               29           195,213
                                                ----------       --------         --------        ----------
                                                $1,081,193       $ 52,238         $  6,699        $1,126,732
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,062       $    116         $     --        $    2,178
    Corporate bonds and obligations              1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                   1,051,836         32,232               89         1,083,979
                                                ----------       --------         --------        ----------
                                                $2,526,712       $102,338          $34,192        $2,594,858
                                                ==========       ========          =======        ==========
</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1999 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                               Amortized            Fair
    Held to maturity                              Cost             Value

    Due in one year or less                    $    26,214        $   26,334
    Due from one to five years                     412,533           408,638
    Due from five to ten years                     331,187           320,146
    Due in more than ten years                      57,408            54,516
    Mortgage-backed securities                     179,007           174,469
                                             -------------     -------------
                                               $ 1,006,349        $  984,103
                                               ===========      ============

                                               Amortized            Fair
    Available for sale                            Cost             Value

    Due in one year or less                    $    46,937        $   47,236
    Due from one to five years                      75,233            73,525
    Due from five to ten years                   1,037,001           980,633
    Due in more than ten years                     264,276           238,557
    Mortgage-backed securities                     988,352           964,536
                                              ------------      ------------
                                                $2,411,799        $2,304,487

     During the years ended December 31, 1999, 1998 and 1997,  fixed  maturities
     classified  as held to maturity  were sold with  amortized  cost of $8,466,
     $31,117 and $29,561, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1999 with
     proceeds of  $469,126  and gross  realized  gains and losses of $10,374 and
     $4,147  respectively.  Fixed maturities available for sale were sold during
     1998 with proceeds of $48,492 and gross realized gains and losses of $2,835
     and $4,516,  respectively.  Fixed  maturities  available for sale were sold
     during 1997 with proceeds of $73,366 and gross realized gains and losses of
     $1,081 and $1,440, respectively.

     At December 31, 1999,  bonds carried at $3,277 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1999,  investments in fixed maturities comprised 81 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $486 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

           Rating                                    1999             1998
    ----------------------                       -----------       -----------
    Aaa/AAA                                       $1,168,144        $1,242,301
    Aa/AA                                             42,859            45,526
    Aa/A                                              52,416            60,019
    A/A                                              422,668           422,725
    A/BBB                                            189,072           228,656
    Baa/BBB                                          995,152         1,030,874
    Baa/BB                                            64,137            79,687
    Below investment grade                           483,700           498,117
                                                ------------      ------------
                                                  $3,418,148        $3,607,905

     At December  31, 1999,  approximately  94 percent of the  securities  rated
     Aaa/AAA were GNMA, FNMA and FHLMC mortgage-backed  securities.  No holdings
     of any other issuer were greater  than one percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1999,  approximately  19 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

                                               December 31, 1999                        December 31, 1998
                                         -------------------------------       --------------------------------
<S>                                      <C>                 <C>                 <C>                <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------   -----------         -----------        ----------          -----------
    South Atlantic                          $194,325         $        --          $198,552             $    651
    Middle Atlantic                          118,699                  --           129,284                  520
    East North Central                       126,243                  --           134,165                2,211
    Mountain                                 103,751                  --           113,581                   --
    West North Central                       125,891                 513           119,380                9,626
    New England                               43,345                 802            46,103                   --
    Pacific                                   41,396                  --            43,706                   --
    West South Central                        31,153                  --            32,086                   --
    East South Central                         7,100                  --             7,449                   --
                                         -----------        ------------       -----------         ------------
                                             791,903               1,315           824,306               13,008
    Less allowance for losses                  6,650                  --             8,500                   --
                                         -----------        ------------       -----------         ------------
                                            $785,253            $  1,315          $815,806              $13,008
                                            ========            ========          ========              =======

<PAGE>

2.   Investments (continued)
                                               December 31, 1999                       December 31, 1998
                                          ------------------------------         ------------------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
                                          ----------      --------------        ----------         ------------
    Department/retail stores                $232,449        $     1,315           $253,380            $     781
    Apartments                               181,346                 --            186,030                2,211
    Office buildings                         202,132                 --            206,285                9,496
    Industrial buildings                      83,186                 --             82,857                  520
    Hotels/Motels                             43,839                 --             45,552                   --
    Medical buildings                         32,284                 --             33,103                   --
    Nursing/retirement homes                   6,608                 --              6,731                   --
    Mixed Use                                 10,059                 --             10,368                   --
                                          ----------      --------------        ----------         ------------
                                             791,903              1,315            824,306               13,008
    Less allowance for losses                  6,650                 --              8,500                   --
                                         -----------      --------------       -----------         ------------
                                            $785,253         $    1,315           $815,806              $13,008
                                            ========         ==========           ========              =======
</TABLE>

     Mortgage  loan  fundings  are  restricted  by  state  insurance  regulatory
     authorities to 80 percent or less of the market value of the real estate at
     the time of  origination  of the  loan.  The  Company  holds  the  mortgage
     document,  which gives it the right to take  possession  of the property if
     the  borrower  fails to perform  according  to the terms of the  agreement.
     Commitments  to  purchase  mortgages  are made in the  ordinary  course  of
     business. The fair value of the mortgage commitments is $nil.

     At December 31, 1999, the Company's  recorded  investment in impaired loans
     was $5,200 with an allowance of $1,250. At December 31, 1998, the Company's
     recorded investment in impaired loans was $1,932 with an allowance of $500.
     During 1999 and 1998, the average recorded investment in impaired loans was
     $5,399 and $2,736, respectively.

     The Company  recognized  $136,  $251 and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1999,  1998 and 1997,
     respectively.

     The following table presents changes in the allowance for investment losses
related to all loans:
<TABLE>
<S>                                                <C>         <C>          <C>
                                                     1999        1998         1997
                                                     ----        ----         ----
    Balance, January 1                               $8,500      $3,718       $2,370
    Provision (reduction) for investment losses      (1,850)      4,782        1,805
    Loan payoffs                                         --          --         (457)
                                                     ------   ---------      -------
    Balance, December 31                             $6,650      $8,500       $3,718
                                                     ======      ======       ======

     Net  investment  income for the years ended  December 31 is  summarized  as
follows:

                                                     1999         1998        1997
                                                     -----        -----       ----
    Interest on fixed maturities                   $265,199    $285,260     $278,736
    Interest on mortgage loans                       63,721      65,351       55,085
    Interest on cash equivalents                        534         137          704
    Other                                            (1,755)     (2,493)       1,544
                                                   ---------- ----------   ----------
                                                    327,699     348,255      336,069
    Less investment expenses                          4,953       8,036        3,801
                                                   ---------  ----------   ----------
                                                   $322,746    $340,219     $332,268
                                                   ========    ========     ========
</TABLE>

<PAGE>

2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:
<TABLE>
<S>                                                <C>          <C>          <C>
                                                      1999        1998         1997
                                                      ----        ----         ----
    Fixed maturities                               $  6,534     $   863      $ 1,638
    Mortgage loans                                   (1,650)     (4,816)      (1,348)
    Other investments                                (1,819)       (835)        (799)
                                                   ---------   --------      -------
                                                   $  3,065     $(4,788)     $  (509)
                                                   =========    =======      =======

     Changes in net unrealized  appreciation  (depreciation)  of investments for
     the years ended December 31 are summarized as follows:

                                                      1999       1998         1997
                                                     -----        -----       ----
    Fixed maturities available for sale           $(175,458)    $(8,032)     $57,188

3.    Income taxes

     The Company  qualifies as a life  insurance  company for federal income tax
     purposes.  As such,  the Company is subject to the  Internal  Revenue  Code
     provisions applicable to life insurance companies.

     The income tax expense  (benefit) for the years ended December 31, consists
of the following:

                                                     1999         1998        1997
                                                     ----         ----        ----
    Federal income taxes:
      Current                                      $ 15,531    $ 23,227      $17,668
      Deferred                                          711      (9,591)      (2,485)
                                                   --------    --------      -------
                                                     16,242      13,636       15,183

    State income taxes-current                          433         759        1,462
                                                   --------    --------      -------
    Income tax expense                             $ 16,675    $ 14,395      $16,645
                                                   ========    ========      =======
</TABLE>

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>

                                                       1999                      1998                     1997
                                               ------------------       ------------------       ---------------------
                                               Provision    Rate        Provision    Rate        Provision       Rate
                                               ---------    -----       ---------    -----       ---------       -----
<S>                                            <C>          <C>           <C>        <C>          <C>           <C>
     Federal income taxes based
       on the statutory rate                    $17,731     35.0%         $13,972    35.0%        $15,735        35.0%
     Increases (decreases) are
      attributable to:
         Tax-excluded interest                      (14)      --              (35)   (0.1)            (41)       (0.1)
         State tax, net of federal benefit          281      0.5              493     1.2             956         2.1
         Reduction of mortgage loss
           reserve                               (1,225)    (2.4)              --       --             --          --
      Other, net                                    (98)    (0.2)             (35)       --            (5)         --
                                                 ------    -----         --------    ------          ----      ------
      Total income taxes                        $16,675     32.9 %        $14,395    36.1%        $16,645        37.0%
                                                =======     =====         =======    ====         =======        ====
</TABLE>

<PAGE>

3.   Income taxes (continued)

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities as of December 31 are as follows:

    Deferred income tax assets:                             1999          1998
                                                          -------       -------
    Policy reserves                                        $46,243      $51,298
    Unrealized losses on investments                        39,678           --
    Other                                                    1,070        2,214
                                                          --------     --------
         Total deferred income tax assets                   86,991       53,512
                                                          --------     --------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                       49,490       52,908
    Unrealized gains on investments                             --       23,803
                                                          --------     --------
         Total deferred income tax liabilities              49,490       76,711
                                                          --------     --------
         Net deferred income tax assets (liabilities)      $37,501     ($23,199)
                                                           =======     ========

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income tax assets that  management  believes  will not be
     realized. In the opinion of management, it is more likely than not that the
     Company  will  realize the benefit of the  deferred  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $58,223 and $45,716 as of December
     31,  1999 and  1998,  respectively.  In  addition,  dividends  in excess of
     $15,241 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
summarized as follows:

                                           1999           1998             1997
                                        ---------      ---------        -------
    Statutory net income                  $ 15,241       $ 37,902      $ 23,589
    Statutory stockholder's equity         343,094        330,588       302,264

5.   Related party transactions

     The Company has  purchased  interest  rate floors from IDS Life and entered
     into an interest rate swap with IDS Life to manage its exposure to interest
     rate risk.  The  interest  rate floors had a carrying  amount of $8,258 and
     $6,651 at December 31, 1999 and 1998, respectively.  The interest rate swap
     is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $38,931,  $28,482 and $24,535 for the
     years ended  December 31,  1999,  1998 and 1997,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is  established  by  reference  to  various
     indices plus 20 to 45 basis  points,  depending on the term.  There were no
     borrowings outstanding under this agreement at December 31, 1999 or 1998.

7.   Derivative financial instruments

     The  Company  enters  into  transactions   involving  derivative  financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company does not hold derivative instruments for
     trading   purposes.   The  Company  manages  risks  associated  with  these
     instruments as described below.

     Market risk is the possibility  that the value of the derivative  financial
     instruments  will  change due to  fluctuations  in a factor  from which the
     instrument  derives its value,  primarily an interest  rate. The Company is
     not impacted by market risk  related to  derivatives  held for  non-trading
     purposes beyond that inherent in cash market transactions.  Derivatives are
     largely  used to manage  risk  and,  therefore,  the cash  flow and  income
     effects of the  derivatives  are inverse to the  effects of the  underlying
     transactions.

     Credit risk is the possibility that the  counterparty  will not fulfill the
     terms  of the  contract.  The  Company  monitors  credit  risk  related  to
     derivative  financial  instruments through established approval procedures,
     including  setting  concentration  limits by  counterparty,  and  requiring
     collateral,   where   appropriate.   A  vast   majority  of  the  Company's
     counterparties are rated A or better by Moody's and Standard & Poor's.

     Credit  risk  related  to  interest  rate caps and  floors is  measured  by
     replacement cost of the contracts. The replacement cost represents the fair
     value of the instruments.

     The notional or contract  amount of a derivative  financial  instrument  is
     generally  used to calculate  the cash flows that are received or paid over
     the life of the agreement. Notional amounts are not recorded on the balance
     sheet. Notional amounts far exceed the related credit exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1999                        Amount            Amount            Value          Exposure
    -----------------                       --------         --------           ------        ------------
    <S>                                    <C>                <C>              <C>               <C>
      Assets:
    Interest rate caps                     $  900,000         $  3,212         $  4,437          $  4,437
        Interest rate floors                2,000,000            8,258            2,251             2,251
     Off balance sheet assets:
        Interest rate swaps                 2,000,000               --           18,274            18,274
                                                             ---------         --------          --------
                                                               $11,470          $24,962           $24,962
                                                               =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1998                        Amount            Amount            Value           Exposure
    -----------------                       --------         --------           ------        ------------
      Assets:
        Interest rate caps                 $  900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                1,000,000            6,651           17,798            17,798
      Off balance sheet liabilities:
        Interest rate swaps                 1,000,000               --          (33,500)               --
                                                             ---------        ----------         --------
                                                               $12,103        ($ 14,184)          $19,316
                                                               =======        ===========         =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2006.

     Interest  rate  caps,  floors  and swaps are used to manage  the  Company's
     exposure to interest rate risk.  These  instruments  are used  primarily to
     protect the margin between  interest  rates earned on  investments  and the
     interest rates credited to related annuity contract holders.

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                    1999                          1998
                                                         --------------------------      --------------------------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    ----------------                                     ----------       ---------      ----------      ----------
<S>                                                      <C>              <C>            <C>             <C>
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,006,349        $984,103      $1,081,193      $1,126,732
       Available for sale                                 2,304,487       2,304,487       2,594,858       2,594,858
    Mortgage loans on real estate (Note 2)                  785,253         770,095         815,806         874,064
    Derivative financial instruments (Note 7)                11,470          24,962          12,103          19,316
    Separate account assets (Note 1)                        220,994         220,994         123,185         123,185

    Financial Liabilities
    Future policy benefits for fixed annuities           $3,905,849      $3,778,945      $4,152,059      $4,000,789
    Separate account liabilities                            220,994         209,942         123,185         115,879
    Derivative financial instruments (Note 7)                    --              --              --          33,500
</TABLE>

     At December 31, 1999 and 1998, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $15,633 and $14,793,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1999
     and 1998.

<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1999 and 1998.

9.   Commitments and contingencies

     In January  2000,  AEFC  reached an  agreement in principle to settle three
     class-action  lawsuits. The Company had been named as a co-defendant in one
     of these lawsuits.  It is expected the settlement will provide $215 million
     of benefits to more than 2 million participants. The agreement in principle
     to settle also  provides for release by class  members of all insurance and
     annuity  market  conduct  claims  dating  back to 1985 and is  subject to a
     number  of  contingencies   including  a  definitive  agreement  and  court
     approval.  The portion of the  settlement  allocated to the Company did not
     have a material impact on the Company's  financial position or results from
     operations.

10. YEAR 2000 ISSUE (unaudited)

     The Year 2000 issue is the result of computer  programs having been written
     using two digits rather than four to define a year.  Any programs that have
     time-sensitive  software  may  recognize a date using "00" as the year 1900
     rather  than 2000.  This could  result in the  failure of major  systems or
     miscalculations,  which could have a material  impact on the  operations of
     the Company. All of the major systems used by the Company are maintained by
     AEFC and are utilized by multiple  subsidiaries and affiliates of AEFC. The
     Company's businesses are heavily dependent upon AEFC's computer systems and
     have significant interaction with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     including  those  specific to the  Company,  was  conducted to identify the
     major  systems  that could be affected  by the Year 2000 issue.  Steps were
     taken to resolve  potential  problems  including  modification  to existing
     software and the purchase of new  software.  As of December 31, 1999,  AEFC
     had completed its program of  corrective  measures on its internal  systems
     and applications,  including Year 2000 compliance  testing.  As of December
     31, 1999,  AEFC had also completed an evaluation of the Year 2000 readiness
     of other third  parties whose system  failures  could have an impact on the
     Company's operations.

     AEFC's Year 2000 project also included  establishing  Year 2000 contingency
     plans  for all key  business  units.  Business  continuation  plans,  which
     address business  continuation in the event of a system disruption,  are in
     place for all key business  units.  At December  31, 1999,  these plans had
     been amended to include specific Year 2000 considerations.

     In assessing its Year 2000 initiatives and the results of actual production
     since January 1, 2000, management believes no material adverse consequences
     were  experienced,  and  there  was no  material  effect  on the  Company's
     business,  results of operations, or financial condition as a result of the
     Year 2000 issue.



<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Performance Information.............................p.

Calculating Annuity Payouts.........................p.

Rating Agencies.....................................p.

Principal Underwriter...............................p.

Independent Auditors................................p.

Financial Statements

<PAGE>

Please check the appropriate box to receive a copy of the Statement of
Additional Information for:

[ ]  American Express New Solutions Variable Annuity(SM)

[ ]  American Express(R) Variable Portfolio Funds

[ ]  AIM Variable Insurance Funds

[ ]  Alliance variable Products Series Fund

[ ]  Evergreen Variable Annuity Trust

[ ]  Fidelity Variable Insurance Products Funds - Service Class

[ ]  Franklin Templeton Variable Insurance Products Trust

[ ]  MFS(R) Variable Insurance Trust(SM)

[ ]  Putnam Variable Trust - Class IB shares


MAIL YOUR REQUEST TO:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

We will mail your request to:

Your name ___________________________________________________________________

Address _____________________________________________________________________

City ___________________________________State _________________Zip __________

<PAGE>


                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

         The expenses of the issuance and  distribution  of the interests in the
         Guarantee Period Accounts of the Contract to be registered,  other than
         commissions  on  sales  of  the  Contracts,  are  to be  borne  by  the
         registrant.

Item 14. Indemnification

           The By-Laws of the depositor  provide that the Corporation shall have
           the power to indemnify a director,  officer, agent or employee of the
           Corporation  pursuant  to the  provisions  of  applicable  statues or
           pursuant to contract.

           The Corporation may purchase and maintain  insurance on behalf of any
           director,  officer,  agent or employee of the Corporation against any
           liability  asserted  against or  incurred by the  director,  officer,
           agent or employee in such capacity or arising out of the  director's,
           officer's,  agent's or employee's status as such,  whether or not the
           Corporation would have the power to indemnify the director,  officer,
           agent or employee  against such  liability  under the  provisions  of
           applicable law.

           The  By-Laws  of the  depositor  provide  that it shall  indemnify  a
           director, officer, agent or employee of the depositor pursuant to the
           provisions of applicable statutes or pursuant to contract.

           Insofar as indemnification for liability arising under the Securities
           Act of 1933 may be permitted to directors,  officers and  controlling
           persons of the registrant  pursuant to the foregoing  provisions,  or
           otherwise, the registrant has been advised that in the opinion of the
           Securities and Exchange  Commission such  indemnification  is against
           public   policy  as   expressed   in  the  Act  and  is,   therefore,
           unenforceable.  In the event that a claim for indemnification against
           such  liabilities  (other  than  the  payment  by the  registrant  of
           expenses  incurred  or paid by a  director,  officer  or  controlling
           person of the  registrant  in the  successful  defense of any action,
           suit  or  proceeding)  is  asserted  by  such  director,  officer  or
           controlling   person  in  connection   with  the   securities   being
           registered, the registrant will, unless in the opinion of its counsel
           the matter has been  settled by  controlling  precedent,  submit to a
           court  of  appropriate   jurisdiction   the  question   whether  such
           indemnification  by it is against  public  policy as expressed in the
           Act and will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities

         None

Item 16. Exhibits and Financial Statement Schedules

(a)      Exhibits

1.       Not applicable.

2.       Not applicable.

3.1      Amendment  and  Restatement  of Articles of  Incorporation  of American
         Enterprise Life dated July 29, 1986,  filed  electronically  as Exhibit
         6.1 to the Initial  Registration  Statement No.  33-54471,  filed on or
         about July 5, 1994, is incorporated by reference.

<PAGE>

3.2      Amended By-laws of American  Enterprise Life, filed  electronically  as
         Exhibit 6.2 to the Initial Registration  Statement No. 33-54471,  filed
         on or about July 5, 1994, is incorporated by reference.

3.3      Consent in writing  in lieu of a meeting of the Board of  Directors  of
         American  Enterprise Life Insurance  Company  establishing the American
         Enterprise  MVA Account dated Aug. 18, 1999,  filed  electronically  as
         Exhibit 3.3 to Initial Registration  Statement No. 333-86297,  filed on
         or about Aug. 31, 1999, is incorporated by reference.

4.1      Form of Deferred Annuity  Contract for the American  Express  Signature
         One Variable AnnuitySM (form 240180),  filed  electronically as Exhibit
         4.1 to American  Enterprise  Variable Annuity Account's  Post-Effective
         Amendment No. 1 to  Registration  Statement No.  333-85567 on form N-4,
         filed on or about Dec. 7, 1999, is incorporated by reference.

4.2      Form of  Deferred  Annuity  Contract  for the Wells  Fargo  AdvantageSM
         Variable Annuity (form 44209),  filed  electronically as Exhibit 4.1 to
         American Enterprise Variable Annuity Account's  Pre-Effective Amendment
         No. 1 to Registration  Statement No. 333-85567 on form N-4, filed on or
         about Nov. 4, 1999, is incorporated by reference.

4.3      Form of  Deferred  Annuity  Contract  for the Wells  Fargo  AdvantageSM
         Builder Variable Annuity (form 44210),  filed electronically as Exhibit
         4.2 to American  Enterprise  Variable Annuity  Account's  Pre-Effective
         Amendment No. 1 to  Registration  Statement No.  333-85567 on form N-4,
         filed on or about Nov. 4, 1999, is incorporated by reference.

4.4      Form  of  Deferred  Annuity  Contract  for  the  American  Express  New
         Solutions  Variable  Annuity SM (form 240343) filed  electronically  as
         Exhibit  4.1  to  American   Enterprise   Variable  Annuity   Account's
         Pre-Effective  Amendment No. 1 to Registration  Statement No. 333-92297
         on Form N-4,  filed on or about  Feb.  11,  2000,  is  incorporated  by
         reference.

4.5      Form of Deferred  Annuity  Contract  for  American  Express  Signature
         Variable Annuity SM (form 43431) filed  electronically  as Exhibit 4.1
         to  Pre-Effective  Amendment  No.  1  to  Registration  Statement  No.
         333-74865 on form N-4, filed on or about Aug. 4, 1999, is incorporated
         by reference.

4.6      Form of Enhanced  Death Benefit  Rider for the Wells Fargo  AdvantageSM
         Variable  Annuity  and the Wells  Fargo  AdvantageSM  Builder  Variable
         Annuity (form 44213),  filed  electronically as Exhibit 4.3 to American
         Enterprise Variable Annuity Account's  Pre-Effective Amendment No. 1 to
         Registration  Statement  No.  333-85567 on form N-4,  filed on or about
         Nov. 4, 1999, is incorporated by reference.

4.7      Form of  Guaranteed  Minimum  Income  Benefit  Rider  for the  American
         Express Signature Variable AnnuitySM and the American Express Signature
         One Variable  AnnuitySM (6%  Accumulation  Benefit Base) (form 240186),
         filed  electronically  as Exhibit 4.2 to American  Enterprise  Variable
         Annuity  Account's  Post-Effective  Amendment  No.  3  to  Registration
         Statement No.  333-85567 on form N-4,  filed on or about Feb. 11, 2000,
         is incorporated by reference.

4.8      Form of  Guaranteed  Minimum  Income  Benefit  Rider  for the  American
         Express  New  Solutions  Variable  Annuity  SM  (form  240350),   filed
         electronically as Exhibit 4.4 to American  Enterprise  Variable Annuity
         Account's  Pre-Effective  Amendment No. 1 to Registration Statement No.
         333-92297 on Form N-4, filed on or about Feb. 11, 2000, is incorporated
         by reference.

4.9      Form of  Guaranteed  Minimum  Income  Benefit Rider for the Wells Fargo
         AdvantageSM  Variable Annuity and the Wells Fargo  AdvantageSM  Builder
         Variable Annuity (form 44214),  filed  electronically as Exhibit 4.4 to
         American Enterprise Variable Annuity Account's  Pre-Effective Amendment
         No. 1 to Registration  Statement No. 333-85567 on form N-4, filed on or
         about Nov. 4, 1999, is incorporated by reference.

<PAGE>

4.10     Form of 5% Accumulation  Death Benefit Rider for the American  Express
         Signature  Variable  AnnuitySM and the American Express  Signature One
         Variable AnnuitySM (form 240183),  filed electronically as Exhibit 4.3
         to  American  Enterprise  Variable  Annuity  Account's  Post-Effective
         Amendment No. 1 to Registration  Statement No.  333-85567 on form N-4,
         filed on or about Dec. 8, 1999, is incorporated by reference.

4.11     Form of Value Option Return of Purchase Payment Death Benefit Rider for
         the American  Express  Signature One Variable  AnnuitySM (form 240182),
         filed electronically herewith.

4.12     Form of 8% Performance  Credit Rider for the American Express Signature
         Variable  AnnuitySM  and the American  Express  Signature  One Variable
         AnnuitySM  (form  240187),  filed  electronically  as  Exhibit  4.4  to
         American Enterprise Variable Annuity Account's Post-Effective Amendment
         No. 2 to Registration  Statement No. 333-85567 on form N-4, filed on or
         about Dec. 30, 1999, is incorporated by reference.

4.13     Form of Performance Credit Rider for the American Express New Solutions
         Variable Annuity SM (form 240349),  filed electronically as Exhibit 4.2
         to  American  Enterprise   Variable  Annuity  Account's   Pre-Effective
         Amendment No. 1 to  Registration  Statement No.  333-92297 on Form N-4,
         filed on or about Feb. 11, 2000, is incorporated by reference.

4.14     Form of Roth IRA Endorsement for the Wells Fargo  AdvantageSM  Variable
         Annuity,  Wells Fargo AdvantageSM  Builder Variable  Annuity,  American
         Express Signature  Variable  AnnuitySM,  American Express Signature One
         Variable   AnnuitySM  and  American  Express  New  Solutions   Variable
         AnnuitySM (form 43094), filed electronically as Exhibit 4.2 to American
         Enterprise Variable Annuity Account's  Pre-Effective Amendment No. 1 to
         Registration  Statement  No.  333-74865 on form N-4,  filed on or about
         Aug. 4, 1999, are incorporated by reference.

4.15     Form of SEP-IRA for the Wells Fargo AdvantageSM Variable Annuity, Wells
         Fargo  AdvantageSM  Builder  Variable  Annuity,  and  American  Express
         Signature One Variable AnnuitySM (form 43412),  filed electronically as
         Exhibit  4.3  to  American   Enterprise   Variable  Annuity   Account's
         Pre-Effective  Amendment No. 1 to Registration  Statement No. 333-72777
         on form  N-4,  filed on or  about  July 8,  1999,  is  incorporated  by
         reference.

4.16     Form of SEP-IRA for the American Express Signature  Variable  AnnuitySM
         and the American Express New Solutions  Variable AnnuitySM (form 43433)
         filed  electronically  as Exhibit 4.3 to American  Enterprise  Variable
         Annuity  Account's   Pre-Effective  Amendment  No.  1  to  Registration
         Statement No. 333-74865 on form N-4, filed on or about Aug. 4, 1999, is
         incorporated by reference.

4.17     Form of  Disability  Waiver of  Withdrawal  Charges Rider for the Wells
         Fargo  AdvantageSM  Variable  Annuity and the Wells  Fargo  AdvantageSM
         Builder Variable Annuity (form 44215),  filed electronically as Exhibit
         4.5 to American  Enterprise  Variable Annuity  Account's  Pre-Effective
         Amendment No. 1 to  Registration  Statement No.  333-85567 on form N-4,
         filed on or about Nov. 4, 1999, is incorporated by reference.

4.18     Form of Unemployment  Waiver of Withdrawal  Charges Rider for the Wells
         Fargo  AdvantageSM  Variable  Annuity and the Wells  Fargo  AdvantageSM
         Builder Variable Annuity (form 44216), to American  Enterprise Variable
         Annuity  Account's   Pre-Effective  No.  1  Amendment  to  Registration
         Statement No. 333-85567 on form N-4, filed on or about Nov. 4, 1999, is
         incorporated by reference.

4.19     Form  of TSA  Endorsement  for the  Wells  Fargo  AdvantageSM  Variable
         Annuity,  the Wells Fargo AdvantageSM  Builder Variable Annuity and the
         American  Express  Signature  Variable  AnnuitySM  (form 43413),  filed
         electronically as Exhibit 4.4 to American  Enterprise  Variable Annuity
         Account's  Pre-Effective  Amendment No. 1 to Registration Statement No.
         333-72777 on form N-4, filed on or about July 8, 1999, is  incorporated
         by reference.

<PAGE>

5.       Opinion of Counsel and consent to its use as to the  securities  being
         registered  for the Wells Fargo  Advantage  SM Variable  Annuity,  the
         Wells  Fargo  Advantage  SM Builder  Variable  Annuity,  the  American
         Express Signature One Variable  Annuity,SM  American Express Signature
         Variable   AnnuitySM  and  American  Express  New  Solutions  Variable
         AnnuitySM, dated April 28, 2000, filed electronically herewith.

8.   Not applicable.

9.   Not applicable.

10.  Not applicable.

11.  Not applicable.

12.  Not applicable.

15.  Not applicable.

16.  Not applicable.

21.  Not applicable.

22.  Not applicable.

23.      Consent  of  Independent  Auditors  for the  Wells  Fargo  AdvantageSM
         Variable  Annuity,   the  Wells  Fargo  AdvantageSM  Builder  Variable
         Annuity,  the American Express Signature One Variable  AnnuitySM,  the
         American  Express  Signature  AnnuitySM  and the American  Express New
         Solutions   Variable   AnnuitySM,   dated   April  24,   2000,   filed
         electronically herewith.

24.      Power of Attorney to sign this Registration Statement,  dated July 29,
         1999,  filed  electronically  as  Exhibit  15 to  American  Enterprise
         Variable  Annuity   Account's  Initial   Registration   Statement  No.
         333-85567  on  Form  N-4,   filed  on  or  about  Aug.  19,  1999,  is
         incorporated by reference.

25.  Not applicable.

26.  Not applicable.

27.  None.

Item 17. Undertakings

Registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)      To include any prospectus required by section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective amendment thereof which, individually or
                  in  the  aggregate,  represent  a  fundamental  change  in the
                  information set forth in the registration statement;

         (iii)    To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement.

<PAGE>

          (iv)    Registrant represents that it is relying upon the no-action
                  assurance given to the American  Council of Life  Insurance
                  (pub.  Avail.  Nov. 28, 1998). Further,  Registrant represents
                  that it has complied with the provisions of paragraphs (1) -
                  (4) of that no-action letter.

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such  post-effective  amendment shall be deemed a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,  American Enterprise
Life  Insurance  Company,  on behalf of the  Registrant,  has duly  caused  this
Registration  Statement  to be signed on its  behalf  by the  undersigned,  duly
authorized in the City of Minneapolis, and State of Minnesota on the 28th day of
April, 2000.

                                 American Enterprise Life Insurance Company
                                 (Registrant)

                                 By American Enterprise Life Insurance Company

                                 By /s/ James E. Choat*
                                        James E. Choat
                                        President and Chief Executive Officer

As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following  persons in the capacities  indicated on the 28th day of
April, 2000.

Signature                                         Title

/s/  James E. Choat*                      Director, President and
     James E. Choat                       Chief Executive Officer

/s/  Jeffrey S. Horton*                   Vice President and Treasurer
     Jeffrey S. Horton

/s/  Richard W. Kling*                    Chairman of the Board
     Richard W. Kling

/s/  Paul S. Mannweiler*                  Director
     Paul S. Mannweiler

/s/  Paula R. Meyer*                      Director and Executive Vice
     Paula R. Meyer                       President-Assured Assets

/s/  William A. Stoltzmann*               Director, Vice President,
     William A. Stoltzmann                General Counsel and Secretary

/s/  Philip C. Wentzel*                   Vice President and Controller
     Philip C. Wentzel

*Signed pursuant to Power of Attorney, dated July 29, 1999, filed electronically
as  Exhibit  15  to  American  Enterprise  Variable  Annuity  Account's  Initial
Registration  Statement  No.  333-85567 on Form N-4,  filed on or about Aug. 19,
1999, is incorporated by reference.




By:  /s/  Mary Ellyn Minenko
          Mary Ellyn Minenko





Exhibit 4.11:       Form of Value Option Return Rider (form 240182).

Exhibit 5:          Opinion of Counsel, dated April 28, 2000.

Exhibit 23:         Auditors Consent, dated April 24, 2000.





           VALUE OPTION RETURN OF PURCHASE PAYMENT DEATH BENEFIT RIDER


The "Death Benefits Before  Annuitization"  provision of the annuity contract to
which this rider is attached is hereby deleted and replaced with the following.


Death Benefits Before Annuitization

A death benefit is payable to the  beneficiary  upon the earlier death of you or
the annuitant while this contract is in force and prior to annuitization.

We will pay the  beneficiary  the greatest of the  following  amounts,  less any
purchase payment credits that have not vested;

1.   the contract value; or

2.   the total payments and purchase  payment credits made to the contract minus
     "adjustments for partial withdrawals".

Adjustments for Partial Withdrawals
Adjustments for partial  withdrawals are calculated for each partial withdrawal
as the product of (a) times (b) where:

     (a)  is the ratio of the amount of the partial  withdrawal  (including  any
          withdrawal  charges) to the  contract  value on the date of (but prior
          to) the partial withdrawal; and

     (b)  is the  death  benefit  on the  date of  (but  prior  to) the  partial
          withdrawal.

Any amounts  payable or applied by us as described in the sections below will be
based on the contract  values as of the valuation  date on or next following the
date on which due proof of death is received at our administrative office.


This  Rider is  effective  as of the  contract  date of this  contract  unless a
different date is shown here.

American Enterprise Life Insurance Company



Secretary







April 28, 2000




American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

RE:      American Enterprise MVA Account
         Wells Fargo AdvantageSM Variable Annuity
         Wells Fargo AdvantageSM Builder Variable Annuity
         American Express Signature Variable AnnuitySM
         American Express Signature One Variable AnnuitySM
         American Express New Solutions Variable AnnuitySM
         Post-Effective Amendment No. 5 on Form S-1
         File No.: 333-86297

Ladies and Gentlemen:

I am familiar  with the  establishment  of the American  Enterprise  MVA Account
("Account"),  which is a separate account of American  Enterprise Life Insurance
Company ("Company") established by the Company's Board of Directors according to
applicable   insurance  law.  I  also  am  familiar  with  the  above-referenced
Registration  Statement  filed by the Company on behalf of the Account  with the
Securities and Exchange Commission.

I have made such  examination  of law and examined such documents and records as
in my judgment are necessary and  appropriate to enable me to give the following
opinion:

1.   The Company is duly  incorporated,  validly  existing and in good  standing
     under applicable state law and is duly licensed or qualified to do business
     in each  jurisdiction  where it  transacts  business.  The  Company has all
     corporate  powers  required  to carry  on its  business  and to  issue  the
     contracts.

2.   The  Account is a validly  created  and  existing  separate  account of the
     Company and is duly authorized to issue the securities registered.

3.   The  contracts  issued by the Company,  when offered and sold in accordance
     with  the  prospectus  contained  in  the  Registration  Statement  and  in
     compliance  with  applicable  law,  will be legally  issued  and  represent
     binding obligations of the Company in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,


/s/  Mary Ellyn Minenko
     Mary Ellyn Minenko
     Vice President and Group Counsel






                         Consent of Independent Auditors

We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Prospectuses  and to the use of our report dated February 3,2000 with respect to
the  financial  statements  of American  Enterprise  Life  Insurance  Company in
Post-Effective  Amendment  No. 5 to the  Registration  Statement  (Form S-1, No.
333-86297)  and related  Prospectuses  for the  registration  of the Wells Fargo
AdvantageSM Variable Annuity Contracts, Wells Fargo AdvantageSM Builder Variable
Annuity Contracts,  American Express Signature One Variable AnnuitySM Contracts,
American Express Signature Variable AnnuitySM Contracts and American Express New
Solutions Variable  AnnuitySM  Contracts,  to be offered by American  Enterprise
Life Insurance Company.



                                                          /s/    KPMG LLP

ERNST & YOUNG LLP
Minneapolis, Minnesota
April 24, 2000



April 28, 2000

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004

ATTN:    Document Control - EDGAR

RE:      American Enterprise MVA Account
         Wells Fargo AdvantageSM Variable Annuity
         Wells Fargo AdvantageSM Builder Variable Annuity
         American Express Signature Variable AnnuitySM
         American Express Signature One Variable AnnuitySM
         American Express New Solutions Variable AnnuitySM
         Post-Effective Amendment No. 5 on Form S-1
         File No. 333-86297

Dear Commissioners:

American  Enterprise  MVA  Account,  the  Registrant,  has filed  Post-Effective
Amendment  No.  5, to the  above  referenced  Form S-1  Registration  Statement.
Pursuant to Rule 461, the Underwriter, American Express Financial Advisors Inc.,
now  respectfully  requests  that  the  effective  date of the  Registration  be
accelerated and that the Registration  Statement be declared effective on May 1,
2000.

Yours truly,

American Express Financial Advisors Inc.


By: /s/  William A. Stoltzmann
         William A. Stoltzmann
         Vice President and Assistant General Counsel







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