AMERICAN ENTERPRISE MVA ACCOUNT
424B3, 2000-02-18
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Prospectus

Feb. 14, 1999

American Express 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)
           80 South Eighth Street
           P.O. Box 534
           Minneapolis, MN 55440-0534
           Telephone: 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


Please read the prospectuses carefully and keep them for future reference.  This
contract is available for qualified and nonqualified plans.

The contract  provides for a credit of 1% on net current purchase  payments that
bring total payments less withdrawals to $100,000 or higher. 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 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
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 Financial Information
Table of Contents of the Statement of Additional Information

<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 annuity contract or a certificate showing your interest
under a group annuity contract.

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.

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 based on
your net current payment.

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

o    Individual  Retirement  Annuities (IRAs),  including Roth IRAs

o    Simplified Employee Pension (SEP) plans

<PAGE>

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
                    investments  (purchase  payments) that may earn returns that
                    increase the value of the  contract.  The contract  provides
                    lifetime or other forms of payouts  beginning at a specified
                    date (the retirement date).

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. __)

                    o  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.


                    o  Minimum  initial   purchase  payment --  $2,000
                       ($5,000 in PA, SC, TX, WA).  The $2,000  minimum  does
                       not  apply if you enroll  in  the  Systematic  Investment
                       Program  (SIP).


                    o  Minimum additional purchase payment -- $100 ($50 with
                       SIP payments).

                    o  Maximum total purchase payments (without prior
                       approval) -- $1,000,000. (p.__ )

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. __)

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. __)

<PAGE>

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.  Roth IRAs,  however,  may grow
                    and be distributed tax free if you meet certain distribution
                    requirements. (p. __)

Charges:

                    o    $40 annual contract administrative charge;

                    o    a 0.15% variable account administrative charge;

                    o    with qualified contracts, a 0.85% mortality and expense
                         risk fee applies;

                    o    with  non-qualified  contracts,  a 1.10%  mortality and
                         expense risk fee applies;

                    o    if the Maximum Anniversary Value Death Benefit Rider is
                         selected,  an  additional  0.10%  mortality and expense
                         risk fee;

                    o    if the  Guaranteed  Minimum  Income  Benefit  Rider  is
                         selected,  an annual fee based on the adjusted contract
                         value (currently at 0.30%);


                    o    if the Performance Credit Rider is selected,  an annual
                         fee of 0.15% of the contract  value.  (the  Performance
                         Credit  Rider  cannot be selected  with the  Guaranteed
                         Minimum Income Benefit Rider);


                    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.

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
you bear  directly or  indirectly  for 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.

<PAGE>

Contract owner expenses:

          Withdrawal charge: contingent deferred sales charge as a percentage of
          purchase payment withdrawn.

                          Seven-year schedule
            Years from purchase          Withdrawal charge
              payment receipt                percentage
                     1                             8%
                     2                           8
                     3                           7
                     4                           7
                     5                           6
                     6                           5
                     7                           3
                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 1.36% under a qualified
          contract and 1.61% under a  non-qualified  contract.  This  withdrawal
          charge  cannot be greater than 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 $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%

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>
<S>                                                             <C>                     <C>
- --------------------------------------------------------------- ------------------------- ---------------------------
                                                                  Qualified Contracts      Non-Qualified Contracts
- --------------------------------------------------------------- ------------------------- ---------------------------
- --------------------------------------------------------------- ------------------------- ---------------------------
       Variable account administrative charge                            0.15%                      0.15%
- --------------------------------------------------------------- ------------------------- ---------------------------
- --------------------------------------------------------------- ------------------------- ---------------------------
       Mortality and expense risk fee                                    0.85%                      1.10%
- --------------------------------------------------------------- ------------------------- ---------------------------
- --------------------------------------------------------------- ------------------------- ---------------------------
       Maximum Anniversary Value Rider 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                             1.10%                      1.35%
- --------------------------------------------------------------- ------------------------- ---------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                       <C>            <C>       <C>           <C>
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
- ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM 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                                                         .61%          .13         .07         .81%1
- ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
   Small Cap Advantage Fund                                                    .79%          .13         .31        1.23%2
- ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

1  Based on annual expenses as of August 31, 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  Variable  Portfolio - Federal  Income Fund and
0.43% and 1.35% for AXP Variable Portfolio - Small Cap Advantage Fund.
</TABLE>

<PAGE>

Examples: *
<TABLE>
<CAPTION>

You  would  pay the  following  expenses  on a $1,000  investment  if you have a
qualified  contract  without any optional riders and assuming a 5% annual return
and.

- -------------------------------------------------------------------------------------------------------------------------------
                                                  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
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                   <C>                    <C>
AXPSM Variable Portfolio -                         1 year           3 years               1 year                 3 years
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   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                              99.58            130.54                19.58                  60.54
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        103.88            143.54                23.88                  73.54
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

You  would  pay the  following  expenses  on a $1,000  investment  if you have a
qualified  contract  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....

- -------------------------------------------------------------------------------------------------------------------------------
                                                  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
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>                   <C>                    <C>
AXPSM Variable Portfolio -                         1 year           3 years               1 year                 3 years
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                           $102.52           $139.85               $22.52                 $69.85
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                             104.47            145.74                24.47                  75.74
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                    103.24            142.02                23.24                  72.02
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund                             103.75            143.57                23.75                  73.57
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        108.06            156.54                28.06                  86.54
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
You  would  pay the  following  expenses  on a $1,000  investment  if you have a
non-qualified  contract  without any  optional  riders and  assuming a 5% annual
return and....

- -------------------------------------------------------------------------------------------------------------------------------
                                                  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
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>                   <C>                    <C>
AXPSM Variable Portfolio -                         1 year           3 years               1 year                 3 years
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   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                             102.14            138.29                21.14                  68.29
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        106.45            151.22                26.45                  81.22
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

You  would  pay the  following  expenses  on a $1,000  investment  if you have a
non-qualified  contract 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....

- -------------------------------------------------------------------------------------------------------------------------------
                                                  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
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>                   <C>                    <C>
AXPSM Variable Portfolio -                         1 year           3 years               1 year                 3 years
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                           $105.09           $147.60               $25.09                 $77.60
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                             107.03            153.47                27.03                  83.47
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                    105.80            149.76                25.80                  79.76
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund                             106.32            151.31                26.32                  81.31
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        110.62            164.21                30.62                  94.21
- -------------------------------------------------------------------------------------------------------------------------------

*In these examples, the $40 contract  administrative charge is approximated as a
 .10% 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.
</TABLE>

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)

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 do not reflect any purchase  payment credits or performance
credits.

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

o        the contract administrative charge,
o        the variable account administrative charge,
o        any Death Benefit Rider fee,
o        any Guaranteed Minimum Income Benefit Rider fee,
o        the Performance Credit Rider fee,
o        mortality and expense risk fee, and
o        withdrawal charge (assuming a withdrawal at the end of the illustrated
         period).

<PAGE>


We also may make optional total return  quotations that do not reflect deduction
of the withdrawal  charge  (assuming no withdrawal)  and the Guaranteed  Minimum
Income  Benefit  Rider fee.  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.

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
<TABLE>
<CAPTION>

You may allocate  payments to any or all 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
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: maximum current income consistent with        IDS Life Insurance Company (IDS
              Portfolio- Cash          liquidity and conservation of capital. Invests in money  Life), investment manager;
              Management Fund          market securities.                                       American Express Financial
                                                                                                Corporation (AEFC) investment
                                                                                                advisor.
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: a high level of current income and safety of  IDS Life, investment manager;
              Portfolio- Federal       principal consistent with an investment in U.S.          AEFC, investment advisor.
              Income Fund              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.
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: maximum total investment return through a     IDS Life, investment manager;
              Portfolio- Managed Fund  combination of capital growth and current income.        AEFC, investment advisor.
                                       Invests primarily in stocks,  convertible
                                       securities,   bonds  and   money   market
                                       instruments.
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: long-term growth of capital. Invests          IDS Life, investment manager;
              Portfolio- New           primarily in common stocks of U.S. and foreign           AEFC, investment advisor.
              Dimensions Fund          companies showing potential for significant growth.
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: long-term capital growth. Invests primarily   IDS Life, investment manager;
              Portfolio- Small Cap     in equity securities of small companies that are often   AEFC, investment advisor.
              Advantage Fund           included in the S&P SmallCap 600 Index or the Russell
                                       2000 Index.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<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.

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 qualified plans. It is possible that in the
future,  it may be  disadvantageous  for variable  annuity accounts and variable
life insurance  accounts and/or qualified 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 qualified 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 qualified plan accounts, you would
not bear any expenses associated with establishing  separate funds. Please refer
to the fund prospectuses for risk disclosure regarding simultaneous  investments
by variable annuity, variable life insurance and qualified plan accounts.

The IRS issued final regulations  relating to the  diversification  requirements
under  Section  817(h) of the  Internal  Revenue  Code of 1986,  as amended (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 Internal Revenue Service (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 also allocate  purchase  payments to one or more of the Guarantee Period
Accounts  with  Guarantee  Periods  ranging  from two to ten years.  The minimum
required  investment in each Guarantee Period Account is $1,000.  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.

<PAGE>

We have no specific formula for determining the rate of interest that we declare
as future interest rates on the Guarantee Period  Accounts.  We will declare the
interest  rates  from  time to time  based on our  analysis  of  current  market
conditions.  In  addition,  we  also  may  consider  various  other  factors  in
determining the interest rates for a given Guarantee Period including regulatory
and tax  requirements;  sales commissions and  administrative  expenses we bear;
general economic trends; and competitive factors.

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 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 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 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.

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 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 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):

o    the optional Maximum Anniversary Value Death Benefit Rider;

o    an optional Guaranteed Minimum Income Benefit Rider;

o    the  optional  Performance  Credit  Rider  (cannot  be  selected  with  the
     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.

<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 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:

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 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:         $2,000  ($5,000 in PA, WA, SC, TX)
    ---------------------------------


    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.


<PAGE>


    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 qualified 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:

                  Regular mail:
                  American Enterprise Life Insurance Company
                  80 South Eighth Street
                  P.O. Box 534
                  Minneapolis, MN 55440-0534

                  Express mail:
                  American Enterprise Life Insurance Company
                  Attention: Unit 829
                  733 Marquette Avenue
                  Minneapolis, MN 55402

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
withdrawals) to $100,000 or more.


This credit is 1% of the net current payment (current payment less the amount of
partial  withdrawals  that exceed all premium  purchase  payments).  If you make
subsequent  payments which cause the contract to be eligible for the credit,  we
will  add  credits  attributable  to  premium  payments.  We apply  this  credit
immediately. We allocate the credit to the fixed accounts and subaccounts in the
same  proportions  as your  purchase  payment on the date we add credits to your
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.

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 after seven years.

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.

<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 the charge at
the time of  withdrawal  regardless of the contract  value or purchase  payments
made. 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.  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.

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.

<PAGE>


Death Benefit Rider fee
We charge a 0.10% 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.  We
cannot increase the Death Benefit Rider fees.

Guaranteed Minimum Income Benefit Rider fee
We charge a fee 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.  (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.

<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:

 Years from purchase payment         Withdrawal charge
           receipt                      percentage
              1                               8%
              2                              8
              3                              7
              4                              7
              5                              6
              6                              5
              7                              3
          Thereafter                         0

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 Jan. 1, 2000 with a contract  year of Jan. 1 through
     Dec. 31 and with an anniversary date of Jan. 1 each year; and


o    We received these payments
       - $10,000 Jan. 1, 2000;
       - $8,000 Feb. 28, 2007; 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 Jan. 1, 2009 contract value was $38,488.
<TABLE>
<CAPTION>
<S>        <C>                   <C>
            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 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>

<PAGE>

For a partial  withdrawal that is subject to a withdrawal  charge, the amount we
actually  withdraw  from your  contract  will be the amount you request plus any
applicable  withdrawal  charge.  We apply the  withdrawal  charge to this  total
amount.  We pay you the amount you requested.  If you make a full  withdrawal of
your contract, we also will deduct the $40 contract administrative charge.

Waiver of withdrawal charges We do not assess withdrawal charges for:

o    withdrawals of any contract earnings;

o    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    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.


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 contract, 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 non-qualified contract, 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 this Plan.


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 (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 the 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
     fee (if applicable); and

o    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.

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,  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.

<PAGE>

Factors that affect subaccount accumulation units
Accumulation units may change in two ways: in number and in value. Here are the
factors that influence those changes:

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 fee (if
     selected); and/or

o    prorated portion of the 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, 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 Guarantee Period Accounts (two year only) 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>

<PAGE>

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 with this
strategy  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. 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.  (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 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.

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.

<PAGE>

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.

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:

                        Regular mail:
                        American Enterprise Life Insurance Company
                        80 South Eighth Street
                        P.O. Box 534
                        Minneapolis, MN 55440-0534

                        Express mail:
                        American Enterprise Life Insurance Company
                        Attention: Unit 829
                        733 Marquette Avenue
                        Minneapolis, MN 55402

                        Minimum amount

                        Transfers or
                        withdrawals:              $500 or entire account balance

                        Maximum amount

                        Transfers or
                        withdrawals:              Contract value

2                       Your sales representative can help you set up automated
By automated            transfers or partial withdrawals among your subaccounts
transfers and
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.

                        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                       Call between 7 a.m. and 6 p.m. Central time:
By phone:
                        800-333-3437 or
                        (612) 671-7700 (Minneapolis/St. Paul area)

                        Minimum amount

                        Transfers or
                        withdrawals:              $500 or entire account balance

                        Maximum amount

                        Transfers:                Contract value
                        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.

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.

<PAGE>

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.

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.  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.

Return of Premium Death Benefit
This option is required 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."

<PAGE>

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:

o    The contract is purchased with a payment of $25,000 on Jan. 1, 2000.

o    On Jan. 1, 2001 an additional premium payment of $5,000 is made.


o    On March 1, 2001 the contract value has fallen to $28,000.  The owner takes
     a $1,500 partial withdrawal leaving a contract value of $26,500.

o    On March 1, 2002 the contract value has fallen to $25,000.

The death benefit on March 1, 2002 is calculated as follows:

         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

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

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."

<PAGE>

Example:

o    The contract is purchased with a payment of $20,000 on Jan. 1, 2000.

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

o    On March 1, 2001 the contract  value has fallen to $22,000,  at which point
     the owner takes a $1,500  partial  withdrawal,  leaving a contract value of
     $20,500.

The death benefit on March 1, 2001 is calculated 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

If your  spouse is sole  beneficiary  under a  nonqualified  annuity 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.

Under a  qualified  annuity,  if the  annuitant  dies  before the Code  requires
distributions to begin, and the spouse is the only  beneficiary,  the spouse may
keep the  contract  as owner  until the date on which the  annuitant  would have
reached  age 70 1/2 or any other date  permitted  by the Code.  To do this,  the
spouse must give us written  instructions  within 60 days after we receive proof
of death.  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").

Guaranteed Minimum Income Benefit Rider
A 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.

<PAGE>

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 of Maximum  Anniversary Value is equal to the
benefit provided by the death benefit rider.

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 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; 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 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.  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:  The  following  conditions  apply to the
election of the rider:

o    you must elect the rider at the time you purchase your contract  along with
     the corresponding death benefit rider option, and

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

<PAGE>
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 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, the rider will
be terminated.

Exercising  the rider:  The  following  conditions  apply to the exercise of the
rider:

     o    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,

     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

Terminating the rider: The following  conditions apply to the termination of any
of the three riders:

     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 end of the 7 year
          waiting period 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 $1,000 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 Maximum  Anniversary Value is $180,000 on the 10th anniversary and
          $220,000 on the 15th anniversary.

     o    The contract is within 30 days after contract anniversary.
<TABLE>
<CAPTION>

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:

                                                                           Fixed Annuity Payout Options
                                                                        Minimum Guaranteed Annual Income
<S>                              <C>                                  <C>              <C>             <C>
Contract Anniversary At Exercise   Minimum Guaranteed Benefit Base       Plan A --        Plan B --        Plan D --
- ------------------------           -------------------------------       ---------        ---------        ---------

         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.

<PAGE>

Performance Credit Rider
If this rider is available in your state,  you may choose to add this benefit to
your  contract  at issue.  This rider  cannot be elected at the same time that a
Guaranteed  Minimum Base Benefit rider is chosen.  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 10th 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  credit,  less  adjusted  partial
     withdrawals  and less purchase  payments and credits made in the prior five
     years.  Such  credit is made at the 10th 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;  Plan E cannot be  chosen)  within 60 days of the 10th rider
     anniversary and receive an additional 5% credit (for a total of 10% credit)
     as calculated in (a).

Following your 10th 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 10th rider anniversary.

On the 10th rider  anniversary and every 10 years  thereafter while you have the
contract,  the 10  year  calculation  period  restarts  if (a) is  elected.  The
contract  value  (after any  credits  made) on that  anniversary  is used 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 10 year  period  as
described above.

Target Value
The Target Value at each  anniversary  is equal to the Target Value at the prior
anniversary,  any purchase  payments,  purchase  payment  credits,  and adjusted
partial  withdrawals  made during the year,  accumulated at an effective  annual
rate of 7.2%.

Adjusted partial withdrawals
We calculated 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 10-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 10 year
calculation  period will then  restart at the end of the new 10 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 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.

<PAGE>

Terminating the rider:  The following conditions apply to the termination of 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 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.

Example:

o    The contract is purchased with a payment of $100,000 on January 1, 2000 and
     a $1,000 purchase payment credit is added to the contract

o    There are no additional purchase payments and no partial withdrawals

o    On January 1, 2010, the contract value is $200,000

o    The credit on January 1, 2010 is determined as:

              Target Value on January 1, 2010 = 101,000 x (1.072)^10 =
              101,000 x 2.00423 = 202,427

              As the target value of $202,427 is greater than the contract value
              of $200,000,  a credit is made to the contract equal to $5,050 (or
              5% of the purchase  payment and credits of  $101,000).  Your total
              contract value on January 1, 2010 would be $205,050.

o             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  credit of
              $5,050) to determine your monthly income.

o             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 credit  determination  made on
              January 1, 2020.

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.

The amount available for payouts under the plan you select is the contract value
on your retirement date (less any applicable  premium tax). 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.

<PAGE>

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.

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 have 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. 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 or if the period you chose
     is less than your life expectancy as specified by tax law.

<PAGE>

Restrictions for some qualified 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.

Taxes

Generally,  under current law, any increase in your contract value 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: We designed this contract for use with qualified retirement
plans.  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.

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 qualified  retirement  plan,  such amounts are not
considered to be part of your  investment in the contract and will be taxed when
paid to you.

<PAGE>

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  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:

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.

<PAGE>

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:

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.

<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  IDS  Tower  10,
Minneapolis,  MN 55440.  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 will 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.

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 80 South Eighth Street,  Minneapolis,  MN 55402. 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  alleged that the sale of annuities in tax-deferred  contributory
retirement  investment plans (e.g., IRAs) is never  appropriate.  The plaintiffs
purported  to  represent a class  consisting  of all  persons  who made  similar
purchases. The plaintiffs sought damages in an unspecified amount.


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.

<PAGE>

Additional Information About American Enterprise Life
<TABLE>
<CAPTION>

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

                                     Years ended Dec. 31, (thousands)
<S>                        <C>          <C>           <C>             <C>           <C>           <C>            <C>
                                1999*        1998**        1998           1997          1996           1995           1994
Net investment income       $  243,525   $  258,163    $  340,219      $  332,268    $  271,719     $  223,706      $  162,201

Net loss on investments          4,897       (1,526)       (4,788)           (509)       (5,258)        (1,154)         (1,190)

Other                            5,898        5,890         7,662           6,329         5,753          4,214           2,753

Total revenues              $  254,320   $  262,527    $  343,093      $  338,088    $  272,214     $  226,766      $  163,764

Income before income taxes  $   43,229   $   28,865    $   36,421      $   44,958    $   35,735     $   33,440      $   30,212

Net income                  $   29,178   $   18,475    $   22,026      $   28,313    $   22,823     $   21,748      $   19,638

Total assets                $4,757,513   $5,033,598    $4,885,621      $4,973,413    $4,425,837     $3,570,960      $2,712,286

* Nine months ended Sept. 30, 1999.
** Nine months ended Sept. 30, 1999.

</TABLE>

Management's  discussion  and  analysis of  financial  condition  and results of
operations

Nine months ended September 30, 1999 Compared to the nine months ended September
30 1998:

Net income  increased  58  percent  to $29  million  for the nine  months  ended
September 30, 1999. A decrease in benefits and expenses,  driven  primarily by a
decrease  in  interest  credited  on  investment  contracts  and a  decrease  in
amortization of deferred policy acquisition costs more than offset a decrease in
revenues, driven primarily by a decrease in net investment income.

Total revenues decreased to $254 million for the nine months ended September 30,
1999,  compared to $263  million for the same  period in 1998.  The  decrease is
primarily due to a decrease in net investment  income  resulting from a decrease
in average invested assets.

Net realized gains (losses) on investments were $4.9 million for the nine months
ended  September  1999,  compared to $(1.5) million for the same period in 1998.
The Company incurs realized losses when  investments are sold at a loss and when
a decline in fair value of a fixed maturity investment is determined to be other
than temporary and it is written down to fair value.

Total  benefits and expenses  decreased 9.7 percent to $211 million for the nine
months ended  September 30, 1999 compared to $234 million for the same period in
1998.  The largest  component  of  expenses,  interest  credited  on  investment
contracts,  decreased to $157  million for the period,  reflecting a decrease in
annuities in force.  Amortization of deferred policy acquisition costs decreased
to $31 million  for the nine months  ended  September  30, 1999  compared to $43
million  for the same  period  in  1998.  This  decrease  was  primarily  due to
accelerating  amortization in 1998 to reflect actual lapse experience on certain
fixed annuities as well as lower deferred policy acquisition cost balances.

1998 Compared to 1997:
Net income decreased 22 percent to $22 million in 1998,  compared to $28 million
in 1997. An increase in revenues,  resulting  primarily  from an increase in net
investment  income was more than offset by an increase in benefits and expenses,
resulting primarily from an increase in amortization of deferred policy
acquisition costs.

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,  partially offset by an increase in net realized loss on
investments. Net investment income, the largest component of revenues, increased
primarily as a result of an increase in investment yields.

Contractholder charges, which consist primarily of charges on annuity contracts,
increased  12 percent to $6.4  million in 1998,  compared  with $5.7  million in
1997. This increase is primarily the result of an increase in surrender charges.

Net realized loss on investments  increased to $4.8 million in 1998, compared to
$0.5 million in 1997. The Company incurs  realized  losses when  investments are
sold at a loss  and  when a  decline  in the  fair  value  of a  fixed  maturity
investment is  determined  to be other than  temporary and it is written down to
fair value.

Total  benefits and expenses  increased 4.6 percent to $307 million in 1998. The
largest  component  of  expenses,  interest  credited on  investment  contracts,
decreased to $229 million, reflecting a decrease in 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
accelerating  amortization  to reflect actual lapse  experience on certain fixed
annuities.

1997 Compared to 1996:
Net income increased 24 percent to $28 million in 1997,  compared to $23 million
in 1996.  This growth  resulted  primarily  from an  increase in net  investment
income,  partially  offset by an  increase in  interest  credited on  investment
contracts.

<PAGE>

Total revenues increased to $338 million in 1997,  compared with $272 million in
1996.  The  increase is  primarily  due to an increase in net  investment  and a
decrease in net realized loss on investments. Net investment income, the largest
component  of  revenues,  increased  primarily  as a result  of an  increase  in
investments owned and a slight increase investment yields.

Contractholder charges, which consist primarily of charges on annuity contracts,
increased  3.6 percent to $5.7  million in 1997,  compared  with $5.5 million in
1996. This increase is primarily the result of an increase in surrender charges.

Net realized loss on investments  decreased to $0.5 million in 1997, compared to
$5.3 million in 1996. The Company incurs  realized  losses when  investments are
sold at a loss  and  when a  decline  in the  fair  value  of a  fixed  maturity
investment is  determined  to be other than  temporary and it is written down to
fair value.

Total  benefits  and expenses  increased  to $293  million in 1997.  The largest
component of expenses,  interest credited on investment contracts,  increased 21
percent  to 231  million  compared  to $192  million  in 1996.  Amortization  of
deferred  policy  acquisition  costs  increased  to $37 million  compared to $31
million in 1996.  These  increases  were due  primarily to  increased  aggregate
amounts in force.

Risk Management
The sensitivity  analysis  discussed below estimates the effects of hypothetical
sudden and sustained change in the applicable  market  conditions on the ensuing
year's earnings based on year-end positions. The market change, assumed to occur
as of  year-end,  is a 100  basis  point  increase  in  market  interest  rates.
Computations of the prospective effect of the hypothetical  interest rate change
is based on numerous  assumptions,  including relative levels of market interest
rates, as well as the levels of assets and liabilities.  The hypothetical change
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 change 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,
1998, would be appoximately $3 million.

<PAGE>

Liquidity and Capital Resources

The liquidity requirements of the Company are met by funds provided by premiums,
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 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
short-term  sources of funds. No borrowings were outstanding under the agreement
at December 31,  1998.  At December 31,  1998,  outstanding  reverse  repurchase
agreements totaled $51 million.

At December 31, 1998,  investments in fixed  maturities  comprised 82 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, 1998,  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, 1998, net unrealized  appreciation  on fixed  maturities held to
maturity included $52 million of gross unrealized appreciation and $7 million of
gross unrealized  depreciation.  Net unrealized appreciation on fixed maturities
available for sale included $102 million of gross  unrealized  appreciation  and
$34 million of gross unrealized depreciation.

At December 31, 1998,  the Company had an allowance for losses on mortgage loans
totaling $8.5 million.

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, 1998, the Company's total adjusted  capital was well
in excess of the levels requiring regulatory attention.

<PAGE>

Year 2000

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 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.  At 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
Of our total investments of $4,503,960,000 at Dec. 31, 1998, 28% was invested in
mortgage-backed  securities,  53% in corporate  and other bonds,  18% in primary
mortgage loans on real estate and the remaining 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 1998, assigned us one of its highest classifications, A+ (Superior).

Employees
As of Dec. 31, 1998, 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: IDS Tower 10,
Minneapolis,  MN  55440-0010  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                                                      $4,476,367
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                                                 $7,925,328
(12)
</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, 1998 and 1997, and for
each of the three years in the period ended Dec. 31, 1998, 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 Financial Information

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                              BALANCE SHEET
                                            September 30, 1999
                                               (unaudited)
<TABLE>
<CAPTION>
                                   ($ thousands, except share amounts)
<S>                                                                                     <C>
ASSETS
Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
           1999, $1,023,281)                                                            $1,027,976
        Available for sale, at fair value (amortized cost:
           1999, $2,549,548)                                                             2,480,649
                                                                                       -----------
                                                                                         3,508,625

  Mortgage loans on real estate                                                            794,117
  Other investments                                                                          9,148
          Total investments                                                              4,311,890

Accounts receivable                                                                            914
Accrued investment income                                                                   57,967
Deferred policy acquisition costs                                                          186,723
Deferred income taxes                                                                       25,420
Other assets                                                                                    32
Separate account assets                                                                    174,567
                                                                                      ------------

          Total assets                                                                  $4,757,513

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                                            $4,049,397
  Policy claims and other policyholders' funds                                               8,304
  Amounts due to brokers                                                                    76,928
  Other liabilities                                                                         22,069
  Separate account liabilities                                                             174,567
                                                                                       -----------
          Total liabilities                                                              4,331,265

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                                                     2,000
  Additional paid-in capital                                                               282,872
  Accumulated other comprehensive income:
     Net unrealized securities (losses) gains                                              (44,784)
  Retained earnings                                                                        186,160
          Total stockholder's equity                                                       426,248

Total liabilities and stockholder's equity                                              $4,757,513

                                         See accompanying notes.
</TABLE>


<PAGE>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                           STATEMENTS OF INCOME
                                     Nine months ended September 30,
                                               (unaudited)
                                              ($ thousands)
<TABLE>
<CAPTION>
<S>                                                                   <C>              <C>
                                                                       1999              1998
                                                                 ---   ------      ---   ----

Revenues:
  Net investment income                                               $243,525          $258,163
  Contractholder charges                                                 4,317             5,018
  Mortality and expense risk fees                                        1,581               872
  Net realized gain (loss) on investments                                4,897            (1,526)
                                                                    ----------        ----------

          Total revenues                                               254,320           262,527
                                                                     ---------          --------

Benefits and expenses:
  Interest credited on investment contracts                            157,155           173,709
  Amortization of deferred policy acquisition costs                     30,637            43,051
  Other operating expenses                                              23,299            16,902
                                                                    ----------       -----------

          Total benefits and expenses                                  211,091           233,662
                                                                     ---------          --------

Income before income taxes                                              43,229            28,865

Income taxes                                                            14,051            10,390
                                                                    ----------      ------------

Net income                                                           $  29,178          $ 18,475
                                                                     =========         =========

                                         See accompanying notes.
</TABLE>


<PAGE>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                     Nine months ended September 30,
                                               (unaudited)
                                              ($ thousands)
<TABLE>
<CAPTION>
<S>                                                                          <C>                 <C>
                                                                                1999              1998
                                                                          -   --------      -   ------
Cash flows from operating activities:
  Net income                                                                 $   29,178           $18,475
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                                         3,773            (1,802)
      Change in accounts receivable                                                 (82)               44
      Change in deferred policy acquisition costs, net                            9,756            23,054
      Change in other assets                                                         10                84
      Change in policy claims and other policyholders' funds                        915            (3,220)
      Deferred income tax benefit                                                  (448)          (10,539)
      Change in other liabilities                                                (2,430)            8,960
      Amortization of premium                                                     1,394               158
      Net realized gain on investments                                           (4,897)            1,526
      Other, net                                                                  (1,772)            (302)
                                                                          ---------------       ----------

         Net cash provided by operating activities                               35,397            36,438

Cash flows from investing activities: Fixed maturities held to maturity:
        Maturities                                                               47,277            61,786
        Sales                                                                     5,681            30,468
    Fixed maturities available for sale:
        Purchases                                                              (589,946)         (298,885)
        Maturities                                                              216,467           239,612
        Sales                                                                   359,677            43,579
    Other investments:
        Purchases                                                               (20,766)         (145,374)
        Sales                                                                    41,705            53,043
    Change in amounts due from brokers                                             (619)               --
    Change in amounts due to brokers                                             22,581            94,129
                                                                             ----------          --------

          Net cash provided by investing activities                              82,057            78,358

Cash flows from financing activities: Activity related to investment contracts:
    Considerations received                                                     244,670           237,037
    Surrenders and other benefits                                              (519,255)         (525,542)
    Interest credited to account balances                                       157,131           173,709
                                                                             ----------        ----------

          Net cash used in financing activities                                (117,454)         (114,796)
                                                                            ------------      ------------

Net increase (decrease) in cash and cash equivalents                                 --                --

Cash and cash equivalents at beginning of period                                      --                --
                                                                          --------------    --------------

Cash and cash equivalents at end of year                                   $          --     $          --
                                                                          ==============    ==============

                                         See accompanying notes.
</TABLE>


<PAGE>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                      NOTES TO FINANCIAL STATEMENTS
                                               (unaudited)

1.       General

In the opinion of the management of American  Enterprise Life Insurance  Company
(the Company),  the  accompanying  unaudited  financial  statements  contain all
adjustments  (consisting of normal recurring  adjustments)  necessary to present
fairly its balance sheet as of September 30, 1999 and the related  statements of
income and cash flows for the nine month  periods  ended  September 30, 1999 and
1998.

2.       New Accounting Pronouncement

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting  Standards No. 133 (FAS 133),  Accounting for Derivative
Instruments and Hedging Activities. In July 1999, The FASB issued FAS 137, which
defers the effective date for  implementation of FAS 133 by one year, making FAS
133  effective  no  later  than  January  1,  2001 for the  Company's  financial
statements.   FAS  133  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 of 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.  Earlier application of all of the provisions of FAS 133
is  encouraged,  but is permitted only as of the beginning of any fiscal quarter
that  begins  after  issuance  of FAS 133.  This  Statement  cannot  be  applied
retroactively.  The Company has not yet  determined  when it will  implement FAS
133. The ultimate financial impact of the new rule will be measured based on the
derivatives in place at adoption and cannot be estimated at this time.

<PAGE>

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,  1998  and  1997,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1998. 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  generally   accepted  auditing
standards.  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,  1998 and  1997,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1998, in conformity with generally accepted accounting principles.



Ernst & Young LLP
February 4, 1999
Minneapolis, Minnesota


<PAGE>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                              BALANCE SHEETS
                                               December 31,
                                   ($ thousands, except share amounts)
<TABLE>
<CAPTION>
<S>                                                                                   <C>               <C>
ASSETS                                                                                  1998              1997
- ------                                                                             - -----------    -  -------

Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
           1998, $1,126,732 ; 1997, $1,223,108)                                         $1,081,193       $1,186,682
        Available for sale, at fair value (amortized cost:
           1998, $2,526,712; 1997, $2,609,621)                                           2,594,858        2,685,799
                                                                                       -----------      -----------
                                                                                         3,676,051        3,872,481

  Mortgage loans on real estate                                                            815,806          738,052
  Other investments                                                                         12,103           16,024
                                                                                     -------------    -------------
          Total investments                                                              4,503,960        4,626,557

Accounts receivable                                                                            214              563
Accrued investment income                                                                   61,740           59,588
Deferred policy acquisition costs                                                          196,479          224,501
Other assets                                                                                    43              117
Separate account assets                                                                    123,185           62,087
                                                                                      ------------    -------------

          Total assets                                                                  $4,885,621       $4,973,413
                                                                                        ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                                            $4,166,852       $4,343,213
  Policy claims and other policyholders' funds                                               7,389           11,328
  Deferred income taxes                                                                     23,199           35,601
  Amounts due to brokers                                                                    54,347           34,935
  Other liabilities                                                                         24,500           16,905
  Separate account liabilities                                                             123,185           62,087
                                                                                       -----------     ------------
          Total liabilities                                                              4,399,472        4,504,069

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 income:
     Net unrealized securities gains                                                        44,295           49,516
  Retained earnings                                                                        156,982          134,956
                                                                                      ------------     ------------
          Total stockholder's equity                                                       486,149          469,344
                                                                                      ------------     ------------

Total liabilities and stockholder's equity                                              $4,885,621       $4,973,413
                                                                                        ==========       ==========

                                         See accompanying notes.
</TABLE>


<PAGE>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                           STATEMENTS OF INCOME
                                         Years ended December 31,
                                              ($ thousands)
<TABLE>
<CAPTION>
<S>                                                                  <C>               <C>              <C>
                                                                       1998              1997             1996
                                                                 ---   ------      ---   ------     ---   ----

Revenues:
  Net investment income                                               $340,219          $332,268         $271,719
  Contractholder charges                                                 6,387             5,688            5,450
  Mortality and expense risk fees                                        1,275               641              303
  Net realized loss on investments                                      (4,788)             (509)          (5,258)
                                                                    ----------        ----------      -----------

          Total revenues                                               343,093           338,088          272,214
                                                                     ---------         ---------       ----------

Benefits and expenses:
  Interest credited on investment contracts                            228,533           231,437          191,672
  Amortization of deferred policy acquisition costs                     53,663            36,803           30,674
  Other operating expenses                                              24,476            24,890           14,133
                                                                    ----------        ----------         --------

          Total benefits and expenses                                  306,672           293,130          236,479
                                                                     ---------         ---------          -------

Income before income taxes                                              36,421            44,958           35,735

Income taxes                                                            14,395            16,645           12,912
                                                                    ----------        ----------        ---------

Net income                                                           $  22,026         $  28,313         $ 22,823
                                                                     =========         =========         ========

                                         See accompanying notes.
</TABLE>


<PAGE>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                    STATEMENTS OF STOCKHOLDER'S EQUITY
                                   Three years ended December 31, 1998
                                              ($ thousands)
<TABLE>
<CAPTION>

                                                                                               Accumulated Other
                                                                                                 Comprehensive
                                                         Total                    Additional
                                                     Stockholder's    Capital      Paid-In          Income,         Retained
                                                         Equity      Stock         Capital     Net of Tax         Earnings
<S>                                                      <C>            <C>          <C>             <C>              <C>
Balance, December 31, 1995                               $296,816       $2,000       $177,872        $ 33,124         $83,820
Comprehensive income:
     Net income                                            22,823           --             --              --          22,823
      Unrealized holding losses arising
           during the year, net of  taxes of
        $12,282                                           (22,810)          --             --         (22,810)             --
      Reclassification adjustment for losses
           included in net income, net of tax
           of $(1,093)                                      2,029           --             --           2,029              --
                                                                                               -------------------
                                                    -----------------
     Other comprehensive loss                             (20,781)          --             --         (20,781)             --
                                                    -----------------
     Comprehensive income                                   2,042
Capital contribution from parent                           65,000           --         65,000              --              --
                                                    ---------------------------------------------------------------------------

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 parent                           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                1,093
          of $(588)                                                         --             --           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
                                                    ===========================================================================

                                         See accompanying notes.
</TABLE>


<PAGE>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<TABLE>
<CAPTION>
<S>                                                                          <C>               <C>              <C>
                                                                                1998              1997             1996__
                                                                          -   --------      -   --------         --------
Cash flows from operating activities:
  Net income                                                                 $   22,026        $   28,313        $   22,823
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                                        (2,152)           (8,017)           (9,692)
      Change in accounts receivable                                                 349             9,304                --
      Change in deferred policy acquisition costs, net                           28,022           (21,276)          (32,651)
      Change in other assets                                                         74             4,840           (10,007)
      Change in policy claims and other policyholders' funds                     (3,939)          (16,099)           15,786
      Deferred income tax (benefit) provision                                    (9,591)           (2,485)            5,084
      Change in other liabilities                                                 7,595             1,255             8,621
      Amortization of premium (accretion of discount), net                          122            (2,316)           (2,091)
      Net realized loss on investments                                            4,788               509             5,258
      Other, net                                                                  2,544               959              (129)
                                                                          -------------         ---------         ----------

         Net cash provided by (used in) operating activities                     49,838            (5,013)            3,002

Cash flows from investing activities: Fixed maturities held to maturity:
        Purchases                                                                    --            (1,996)          (16,967)
        Maturities                                                               73,601            41,221            26,190
        Sales                                                                    31,117            30,601            27,944
    Fixed maturities available for sale:
        Purchases                                                              (298,885)         (688,050)         (921,914)
        Maturities                                                              335,357           231,419           212,212
        Sales                                                                    48,492            73,366            47,542
    Other investments:
        Purchases                                                              (161,252)         (199,593)         (212,182)
        Sales                                                                    78,681            29,139            19,850
    Change in amounts due to brokers                                             19,412           (53,796)           88,568
                                                                             ----------        -----------       ----------

          Net cash provided by (used in) investing activities                   126,523          (537,689)         (728,757)

Cash flows from financing activities: Activity related to investment contracts:
    Considerations received                                                     302,158           783,339           846,378
    Surrenders and other benefits                                              (707,052)         (552,903)         (312,362)
    Interest credited to account balances                                       228,533           231,437           191,672
  Change in securities sold under repurchase agreements                              --                --           (67,000)
  Capital contribution from parent                                                     --          40,000            65,000
                                                                          ---------------      ----------         ---------

          Net cash (used in) provided by financing activities                  (176,361)          501,873           723,688
                                                                             -----------        ---------          --------

Net decrease in cash and cash equivalents                                            --           (40,829)           (2,067)

Cash and cash equivalents at beginning of year                                         --          40,829            42,896
                                                                          ---------------      ----------         ---------

Cash and cash equivalents at end of year                                  $          --     $          --        $   40,829
                                                                          ==============    ==============       ==========
                                         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 generally  accepted  accounting  principles  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  generally
     accepted  accounting  principles  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 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:

                                           1998              1997        1996
                                           ----              -----       ----
    Cash paid during the year for:
      Income taxes                       $19,035          $19,456      $10,317
      Interest on borrowings               5,437            1,832          998

     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.

     Liabilities for future policy benefits

     Liabilities for deferred annuities are accumulation values. Liabilities for
     fixed annuities in a benefit status are based on the  established  industry
     mortality  tables with various  interest  rates ranging from 5.5 percent to
     8.75 percent, depending on year of issue.

     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, 1998 and 1997 are $3,504
     payable to and $1,289, receivable from, respectively,  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.

     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

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  (SFAS)  No.  130,  "Reporting  Comprehensive  Income."  SFAS No.  130
requires the reporting and display of  comprehensive  income and its components.
Comprehensive  income is defined as the aggregate change in stockholder's equity
excluding changes in ownership interests.  For the Company, it is net income and
the unrealized gains or losses on available-for-sale securities net of taxes and
reclassification adjustment.


<PAGE>


1.   Summary of significant accounting policies (continued)

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
     (AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting for Costs of
     Computer  Software  Developed or obtained for Internal Use." The SOP, which
     is effective January 1, 1999,  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 will be
     capitalized on AEFC's financial statements.  As a result, the new rule will
     not have a  material  impact on the  Company's  results  of  operations  or
     financial condition.

In December 1997, the AICPA issued 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  will adopt the SOP on January 1, 1999.  The  Company  has  historically
carried  a balance  in other  liabilities  on the  balance  sheet for  potential
guaranty fund assessment exposure.  Adoption of the SOP will not have a material
impact on the Company's results of operations or financial condition

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which  is
effective January 1, 2000. 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.  Earlier application of all of the provisions of this
Statement is  encouraged,  but it is permitted  only as of the  beginning of any
fiscal  quarter  that begins after  issuance of the  Statement.  This  Statement
cannot be applied  retroactively.  The ultimate financial impact of the new rule
will be measured  based on the  derivatives  in place at adoption  and cannot be
estimated at this time.

     Reclassification

Certain  1997 and 1996  amounts  have been  reclassified  to conform to the 1998
presentation.

<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, 1998 are as follows:
<TABLE>
<CAPTION>

                                                                       Gross            Gross
                                                    Amortized       Unrealized       Unrealized          Fair
    Held to maturity                                  Cost              Gains          Losses            Value
    ----------------                             --------------   ----  -------        ------       ---- -----
    <S>                                           <C>               <C>             <C>              <C>
    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
                                                     ==========       ========          =======        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1997 are as follows:

                                                                       Gross            Gross
                                                    Amortized       Unrealized       Unrealized          Fair
    Held to maturity                                  Cost              Gains           Losses           Value
    ----------------                             --------------   ----  -------    --   ------      ---- -----
    U.S. Government agency obligations            $      11,120     $      710      $        --     $      11,830
    State and municipal obligations                       3,003            173               --             3,176
    Corporate bonds and obligations                     970,498         38,176            2,763          1005,911
    Mortgage-backed securities                          202,061          1,497            1,367           202,191
                                                   --------------   ----------         --------      ------------
                                                     $1,186,682       $ 40,556          $ 4,130        $1,223,108
                                                     ==========       ========          =======        ==========

    Available for sale
    U.S. Government agency obligations            $       2,077     $       13       $       --      $      2,090
    Corporate bonds and obligations                   1,273,217         52,207            8,020         1,317,404
    Mortgage-backed securities                        1,334,327         33,017            1,039         1,366,305
                                                    -----------       --------          -------         ---------
                                                     $2,609,621        $85,237           $9,059        $2,685,799
                                                     ==========        =======           ======        ==========

</TABLE>


<PAGE>


2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1998 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                  $     33,208      $     33,499
    Due from one to five years                    215,010           227,139
    Due from five to ten years                    539,917           562,708
    Due in more than ten years                    100,660           108,173
    Mortgage-backed securities                    192,398           195,213
                                             ------------      ------------
                                               $1,081,193        $1,126,732

                                                Amortized             Fair
    Available for sale                             Cost              Value

    Due in one year or less                $          350    $          358
    Due from one to five years                     96,412           101,441
    Due from five to ten years                    981,556         1,021,961
    Due in more than ten years                    396,558           387,119
    Mortgage-backed securities                  1,051,836         1,083,979
                                                ---------         ---------
                                               $2,526,712        $2,594,858

     During the years ended December 31, 1998, 1997 and 1996,  fixed  maturities
     classified  as held to maturity were sold with  amortized  cost of $31,117,
     $29,561 and $27,969, 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 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.Fixed  maturities  available  for sale were sold
     during 1996 with proceeds of $47,542 and gross realized gains and losses of
     $17 and $3,139, respectively.

     At December 31, 1998,  bonds carried at $3,292 were on deposit with various
     states as required by law.



<PAGE>


2.   Investments (continued)

     At December 31, 1998,  investments in fixed maturities comprised 82 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  $480 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                                   1998             1997
    ----------------------                   --   --------     --  ------
    Aaa/AAA                                     $1,242,301        $1,531,588
    Aa/AA                                           45,526            34,167
    Aa/A                                            60,019            69,775
    A/A                                            422,725           421,733
    A/BBB                                          228,656           222,022
    Baa/BBB                                      1,030,874           954,962
    Baa/BB                                          79,687            84,053
    Below investment grade                         498,117           478,003
                                              ------------      ------------
                                                $3,607,905        $3,796,303

     At December  31, 1998,  approximately  94 percent of the  securities  rated
     Aaa/AAA are GNMA, FNMA and FHLMC mortgage-backed securities. No holdings of
     any other  issuer  are  greater  than one  percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1998,  approximately  18 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, 1998                        December 31, 1997
                                            -----------------------                  ---------------------
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    <S>                                     <C>                 <C>               <C>                 <C>
    South Atlantic                          $198,552            $    651          $186,714            $   9,199
    Middle Atlantic                          129,284                 520           128,239               10,167
    East North Central                       134,165               2,211           125,018                6,294
    Mountain                                 113,581                  --            94,061               11,620
    West North Central                       119,380               9,626            96,701               11,135
    New England                               46,103                  --            50,932                   --
    Pacific                                   43,706                  --            33,052                   --
    West South Central                        32,086                  --            19,573                   --
    East South Central                         7,449                  --             7,480                   --
                                           ---------        ------------         ---------         ------------
                                             824,306              13,008           741,770               48,415
    Less allowance for losses                  8,500                  --             3,718                   --
                                          ----------        ------------        ----------         ------------
                                            $815,806             $13,008          $738,052              $48,415
                                            ========             =======          ========              =======
</TABLE>



<PAGE>


2.   Investments (continued)
<TABLE>
<CAPTION>

                                               December 31, 1998                       December 31, 1997
                                              -------------------                     -------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    <S>                                     <C>               <C>                 <C>               <C>
    Department/retail stores                $253,380          $     781           $242,307          $    9,683
    Apartments                               186,030              2,211            189,752              10,167
    Office buildings                         206,285              9,496            169,177               7,262
    Industrial buildings                      82,857                520             60,195              17,430
    Hotels/Motels                             45,552                 --             33,508                  --
    Medical buildings                         33,103                 --             30,103               3,873
    Nursing/retirement homes                   6,731                 --              9,552                  --
    Mixed Use                                 10,368                 --              7,176                  --
                                          ----------       ------------          ---------        ------------
                                             824,306             13,008            741,770              48,415
    Less allowance for losses                  8,500                 --              3,718                  --
                                         -----------        -----------         ----------         -----------
                                            $815,806            $13,008           $738,052             $48,415
                                            ========            =======           ========             =======
</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, 1998, the Company's  recorded  investment in impaired loans
     was $1,932 with an allowance of $500.  At December 31, 1997,  the Company's
     recorded investment in impaired loans was $4,443 with an allowance of $718.
     During 1998 and 1997, the average recorded investment in impaired loans was
     $2,736 and $6,473, respectively.

     The Company  recognized  $251,  $nil and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1998,  1997 and 1996,
     respectively.

The following  table  presents  changes in the allowance for  investment  losses
related to all loans:

                                             1998             1997        1996
                                             ----             ----        ----
    Balance, January 1                       $3,718           $2,370   $    --
    Provision for investment losses           4,782            1,805     2,370
    Loan payoffs                                 --             (457)       --
                                         ----------          -------    --------
    Balance, December 31                     $8,500           $3,718     $2,370
                                             ======           ======     ======

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

                                         1998              1997           1996
                                         -----       --    -----          ----
    Interest on fixed maturities         $285,260         $278,736      $230,559
    Interest on mortgage loans             65,351           55,085        41,010
    Interest on cash equivalents              137              704         1,402
    Other                                  (2,493)           1,544         1,194
                                       -----------   -------------    ----------
                                          348,255          336,069       274,165
    Less investment expenses                8,036            3,801         2,446
                                      -----------      -----------    ----------
                                         $340,219         $332,268      $271,719
                                         ========         ========      ========


<PAGE>


2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:

                                   1998              1997             1996
                                   ----              ----             ----
    Fixed maturities             $    863          $ 1,638           $(2,888)
    Mortgage loans                 (4,816)          (1,348)           (2,370)
    Other investments                (835)            (799)               --
                                 --------           ------        ----------
                                  $(4,788)         $  (509)          $(5,258)
                                  =======          =======           =======

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

                                               1998         1997        1996
                                               ----         ----        ----
    Fixed maturities available for sale       $(8,032)    $57,188     $(31,970)

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:

                                        1998          1997             1996
                                        ----          ----             ----
    Federal income taxes:
      Current                         $ 23,227      $17,668            $7,124
      Deferred                          (9,591)      (2,485)            5,084
                                     ---------     --------           -------
                                        13,636       15,183            12,208

    State income taxes-current             759        1,462               704
                                    ----------    ---------          --------
    Income tax expense                $ 14,395      $16,645           $12,912
                                      ========      =======           =======

     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>

                                                       1998                   1997                     1996
                                                   -----------              --------                  -------
     <S>                                       <C>          <C>         <C>         <C>         <C>          <C>
                                               Provision    Rate        Provision   Rate        Provision    Rate
     Federal income taxes based
       on the statutory rate                    $13,972     35.0%         $15,735    35.0%        $12,507    35.0%
     Increases (decreases) are attributable to :
         Tax-excluded interest                      (35)    (0.1)             (41)   (0.1)            (53)   (0.1)
           State tax, net of federal benefit        493      1.2              956     2.1             459     1.3
     Other, net                                     (35)       --              (5)       --            (1)          --
                                                 ------    ------         -------    ------        ------       ------
Federal income taxes                            $14,395     36.1%         $16,645    37.0%        $12,912    36.2%
                                                =======     ====          =======    ====         =======    ====
</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:                        1998                1997
                                                    ---------           -------
    Policy reserves                                    $51,298           $54,468
    Other                                                2,214             1,736
                                                     ---------           -------
         Total deferred income tax assets               53,512            56,204
                                                      --------            ------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                   52,908            63,630
    Investments                                         23,803            28,175
                                                      --------            ------
         Total deferred income tax liabilities         _76,711            91,805
                                                       -------          --------
         Net deferred income tax liabilities           $23,199           $35,601
                                                       =======           =======

     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 $45,716 and $17,392 as of December
     31,  1998 and  1997,  respectively.  In  addition,  dividends  in excess of
     $37,902 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:

                                            1998         1997           1996
                                         ---------    ---------      -------
    Statutory net income                   $ 37,902   $   23,589   $   9,138
    Statutory stockholder's equity          330,588      302,264     250,975

5.   Related party transactions

     On December 31, 1998, the Company  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 $6,651 and $8,400 at December  31,  1998 and 1997,  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  $28,482,  $24,535 and $17,936 for the
     years ended  December 31,  1998,  1997 and 1996,  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 the parent's cost of funds,  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, 1998 or 1997.

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, 1998                              Amount            Amount            Value          Exposure
    -----------------                         -    ------       -    ------      --    -----          --------
      <S>                                        <C>                 <C>              <C>              <C>
      Assets:
        Interest rate caps                       $   900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                       1,000,000            6,651           17,798            17,798
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------     -------------
                                                                      $12,103          $19,316           $19,316
                                                           =          =======          =======           =======
</TABLE>


<PAGE>


7.   Derivative financial instruments (continued)
<TABLE>
<CAPTION>

                                                  Notional         Carrying            Fair         Total Credit
    December 31, 1997                              Amount            Amount            Value           Exposure
    -----------------                         -    ------       --   ------      --    -----       --  --------
      <S>                                        <C>                 <C>              <C>               <C>
      Assets:
        Interest rate caps                       $   900,000         $  7,624         $  5,340          $  5,340
        Interest rate floors                       1,000,000            8,400            8,400             8,400
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------      ------------
                                                                      $16,024          $13,740           $13,740
                                                                      =======          =======           =======
</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 2003.

     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,
                                                                1998                              1997
                                                               --------                        --------
    <S>                                                  <C>              <C>            <C>              <C>
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,081,193      $1,126,732      $1,186,682      $1,223,108
       Available for sale                                 2,594,858       2,594,858       2,685,799       2,685,799
    Mortgage loans on real estate (Note 2)                  815,806         874,064         738,052         775,869
    Derivative financial instruments (Note 7)                12,103          19,316          16,024          13,740
    Separate account assets (Note 1)                        123,185         123,185          62,087          62,087

    Financial Liabilities
    Future policy benefits for fixed annuities           $4,152,059      $4,000,789      $4,330,173      $4,152,471
    Separate account liabilities                            123,185         115,879          62,087          58,116
</TABLE>

     At December 31, 1998 and 1997, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $14,793 and $13,040,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1998
     and 1997.

8.

<PAGE>


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 1998 and 1997.

9.   Commitments and contingencies

     A number of lawsuits  have been filed  against life and health  insurers in
     jurisdictions in which the Company conducts  business  involving  insurers'
     sales practices,  alleged agent misconduct,  failure to properly  supervise
     agents, and other matters.  The Company,  along with AEFC and its insurance
     subsidiaries,  has been  named  as a  defendant  in one of  these  types of
     actions.

     The plaintiffs  purport to represent a class  consisting of all persons who
     purchased  policies or contracts  from IDS Life and its  subsidiaries.  The
     complaint   puts   at   issue   various   alleged   sales   practices   and
     misrepresentations,  alleged  breaches  of  fiduciary  duties  and  alleged
     violations  of  consumer  fraud  statutes.  IDS Life  and its  subsidiaries
     believe  they  have  meritorious  defenses  to the  claims  raised  in this
     lawsuit.

     The outcome of any litigation  cannot be predicted with  certainty.  In the
     opinion of  management,  however,  the ultimate  resolution of this lawsuit
     should  not have a  material  adverse  effect  on the  Company's  financial
     position.



<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  box  to  receive  a  copy  of the  Statement  of  Additional
Information for:


- -- American Express(R) Variable Portfolio Funds


Mail your request to:

American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-534

We will mail your request to:

Your name _____________________________________________
Address _______________________________________________
City _____________________ State _________ Zip ________

<PAGE>

Prospectus

Feb. 14, 2000

American Express Signature One Variable AnnuitySM

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)
           80 South Eighth Street
           P.O. Box 534
           Minneapolis, MN 55440-0534
           Telephone: 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, Inc.                          o        Lazard Retirement Series, Inc.
o        Alliance Variable Products Series Fund                      o        MFS(R)Variable Insurance TrustSM
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        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.  This
contract is available for qualified and nonqualified plans.

The  contract  provides  for  purchase  payment  credits.  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

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 Financial Information
Table of Contents of the Statement of Additional Information

<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 annuity contract or a certificate showing your interest
under a group annuity contract.

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.

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 based on
your net current payment.

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

o        Individual Retirement Annuities (IRAs), including Roth IRAs
o        Simplified Employee Pension (SEP) plans

All other contracts are considered nonqualified annuities.

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                 <C>

Purpose:                            The purpose of the contract is to allow you to accumulate money for
                                    retirement. You do this by making one or more investments (purchase payments)
                                    that may earn returns that increase the value of the contract. The contract
                                    provides lifetime or other forms of payouts beginning at a specified date (the
                                    retirement date). 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.

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. __)

                                      o 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.

o        Minimum initial purchase payment -- $25,000.

o        Minimum additional purchase payment -- $100 ($50 with SIP payments).

o        Maximum total purchase payments (without prior approval) -- $1,000,000 for issue ages up to 85 and
         $100,000 for issue ages 86 to 90. (p. ___)

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. __)

<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 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. Roth IRAs, however, may grow and be
                                    distributed tax free if you meet certain distribution requirements. (p. __)

Charges:
o        $40 annual contract administrative charge;
o        a 0.15% variable account administrative charge;
o        a 1.45% mortality and expense risk fee;
o        if the Guaranteed Minimum Income Benefit
         Rider (6% Accumulation  Benefit Base) is
         selected,  an  annual  fee  based  on an
         adjusted  contract  value  (currently at
         0.35%);
o        if the 8% Performance Credit Rider is selected, 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.

</TABLE>

<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
you bear  directly or  indirectly  for 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 asumed  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.

<PAGE>

Annual variable account expenses:  as a percentage of average  subaccount value.
You can choose the death benefit guarantee provided.

  Variable account administrative charge                                  0.15%
  Mortality and expense risk fee***                                       1.45%
  Total annual variable account expenses                                  1.60%

***Includes a death benefit choice of either the Maximum Anniversary Value Death
Benefit or the 5% Accumulation Death Benefit.  The 5% Accumulation Death Benefit
is only  available  if you also  select  either the  Guaranteed  Minimum  Income
Benefit Rider (6% Accumulation Benefit Base) or the 8% Performance Credit Rider.

<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
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

AXPSM Variable Portfolio - Blue Chip Advantage Fund         .56%            .13         .26          .95%1

- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AXPSM Variable Portfolio - Bond Fund                        .60%            .13         .07          .80%2
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AXPSM Variable Portfolio - Capital Resource Fund            .59%            .13         .07          .79%2
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AXPSM Variable Portfolio - Cash Management Fund             .50%            .13         .06          .69%2
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

AXPSM Variable Portfolio - Diversified Equity Income Fund   .56%            .13         .26          .95%1

- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AXPSM Variable Portfolio - Extra Income Fund                .62%            .13         .09          .84%2
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

AXPSM Variable Portfolio - Federal Income Fund              .61%            .13         .14          .88%1
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AXPSM Variable Portfolio - Growth Fund                      .63%            .13         .19          .95%1

- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AXPSM Variable Portfolio - Managed Fund                     .59%            .13         .04          .76%2
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AXPSM Variable Portfolio - New Dimensions Fund              .61%            .13         .06          .80%2
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

AXPSM Variable Portfolio - Small Cap Advantage Fund         .79%            .13         .31          1.23%1

- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AIM V.I. Capital Appreciation Fund                          .62%            --          .05          .67%3
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AIM V.I. Capital Development Fund                           --%             --          1.21         1.21%4
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
AIM V.I. Value Fund                                         .61%            --          .05          .66%3
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

Alliance VP Premier Growth Portfolio (Class B)              1.00%           .25         .09          1.34%5
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Alliance VP Technology Portfolio (Class B)                  .81%            .25         .14          1.20%5
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Alliance VP U.S. Government/High Grade Securities           .60%            .25         .18          1.03%5
Portfolio (Class B)
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Baron Capital Asset Fund                                    1.00%           .25         .20          1.45%6
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Fidelity VIP III Growth & Income Portfolio (Service Class)  .49%            .10         .11          .70%7
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Fidelity VIP III Mid Cap Portfolio (Service Class)          .56%            .10         .44          1.10%2
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Fidelity VIP Overseas Portfolio (Service Class)             .74%            .10         .13          .97%7
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
FT VIP Mutual Shares Securities Fund - Class 2              .74%            .25         .03          1.02%8
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
FT VIP Franklin Real Estate Fund - Class 2                  .52%            .25         .02          .79%8
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
FT VIP Templeton International Smaller Companies Fund -     1.00%           .25         .10          1.35%8
Class 2
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Goldman Sachs VIT Capital Growth Fund                       .75%            --          .15          .90%9
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Goldman Sachs VIT CORESM U.S. Equity Fund                   .70%            --          .10          .80%9
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Goldman Sachs VIT Global Income Fund                        .90%            --          .15          1.05%9
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Goldman Sachs VIT International Equity Fund                 1.00%           --          .25          1.25%9
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

Janus Aspen Aggressive Growth Portfolio: Service Shares     .67%            .25         .01          .93%
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Janus Aspen Growth Portfolio: Service Shares                .66%            .25         .01          .92%10
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Janus Aspen International Growth Portfolio: Service Shares  .66%            .25         .09          1.00%10
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
J.P. Morgan U.S. Disciplined Equity Portfolio               .35%            --          .52          .87%11
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Lazard Retirement Equity Portfolio                          .75%            .25         .25          1.25%12
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Lazard Retirement International Equity Portfolio            .75%            .25         .25          1.25%12
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
MFS(R)New Discovery Series                                   .90%            --          .27          1.17%13
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
MFS(R)Research Series                                        .75%            --          .11          .86%3
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
MFS(R)Utilities Series                                       .75%            --          .26          1.01%3
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

Royce Micro-Cap Portfolio                                   1.25%           --          .10          1.35%14
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Royce Premier Portfolio                                     1.00%           --          .35          1.35%14
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Third Avenue Value Portfolio                                .90%            --          .40          1.30%15
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

Wanger International Small Cap                              1.27%           --          .28          1.55%3
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Wanger U.S. Small Cap                                       .96%            --          .06          1.02%3
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------

Warburg Pincus Trust - Emerging Growth Portfolio            .84%            --          .41          1.25%16
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
Wells Fargo VT Equity Income Fund                           .38%            .25         .37          1.00%17
- ----------------------------------------------------------- --------------- ----------- ------------ -------------
</TABLE>

<PAGE>

1Based 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 AXPSM Variable Portfolio - Blue Chip Advantage and
AXPSM Variable  Portfolio - Diversified Equity Income Funds, 0.26% and 1.00% for
AXPSM  Variable  Portfolio  -  Federal  Income  Fund,  0.32% and 1.08% for AXPSM
Variable  Portfolio  - Growth  Fund,  and 0.43%  and  1.35%  for AXPSM  Variable
Portfolio - Small Cap Advantage Fund.

2Annualized operating expenses of funds at Dec. 31, 1998.

3Figures in "Management  Fees," "Other Expenses" and "Total" are based on actual
expenses for the fiscal year ended Dec. 31, 1998.

4Had there been no fee waivers or expense  reimbursements,  expenses  would have
been: 0.75%, 0.00%, 5.05% and 5.80%, respectively.

5The fund's expense figures are based on estimated  expenses (net of fee waivers
and/or expense reimbursements) for the fiscal period ended Dec. 31, 1998. Absent
fee waivers and/or expense reimbursements,  the Management Fee, 12b-1 Fee, Other
Expenses  and Total for the  following  portfolios  would have been:  Technology
Portfolio  (1.00%,  0.25%,  0.20% and  1.45%)  and U.S.  Government  High  Grade
Securities Portfolio (0.60%, 0.25%, 0.31% and 1.16%).

6Fees are stated net of waivers and/or reimbursements. Absent fee waivers and/or
reimbursements,  the  Management  Fee,  12b-1 Fee, Other Expenses and Total as a
percentage  of average net assets for Baron  Capital Asset Fund would be (1.00%,
0.25%, 6.37% and 7.62%).

7Fidelity  Management  & Research  Company  agreed to reimburse a portion of the
class' expenses during the period.  Without this  reimbursement,  the Management
Fee,  12b-1 Fee,  Other Expenses and Total as a percentage of average net assets
for the  following  funds  would  have  been,  Fidelity  VIP  Growth  and Income
Portfolio (0.49%,  0.10%,  0.12% and 0.71%) and Fidelity VIP Overseas  Portfolio
(Service Class) (0.74%, 0.10%, 0.17% and 1.01%).

8Because no Class 2 shares were issued as of Dec. 31, 1998,  figures (other than
Rule 12b-1 fees) are based on the  Portfolio's  Class 1 actual  expenses for the
fiscal  year ended Dec.  31,  1998 plus Class 2's annual Rule 12b-1 fee of 0.25%
(While the maximum amount payable under each Portfolio's Class 2 Rule 12b-1 plan
is 0.35% per year of the  Portfolio'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).  The  figure  shown  under  Management  fees,
combines both the  Management and Portfolio  Administration  Fees. The Portfolio
Administration  Fee is a direct expense for the Mutual Share Securities Fund and
the Templeton  International  Smaller Companies Fund;  Franklin Real Estate Fund
pays for similar services indirectly through the Management Fee.

9The Goldman Sachs VIT Capital  Growth Fund's  expenses are estimated due to the
Fund being in existence  for less than 10 months as of December  31,  1998.  The
Goldman  Sachs VIT CORESM  U.S.  Equity,  Goldman  Sachs VIT  Global  Income and
Goldman  Sachs VIT  International  Equity  Funds'  expenses  are based on actual
expenses for fiscal year ended December 31, 1998. The Investment Advisors to the
Goldman Sachs VIT Capital Growth, Goldman Sachs VIT CORE SM U.S. Equity, Goldman
Sachs VIT Global  Income and Goldman Sachs VIT  International  Equity Funds have
voluntarily  agreed to reduce or limit  certain  "Other  Expenses" of such Funds
(excluding  management  fees,  taxes,  interest,   brokerage  fees,  litigation,
indemnification  and other  extraordinary  expenses) to the extent such expenses
exceed 0.15%,  0.10%, 0.15% and 0.25% per annum of such Funds' average daily net
assets,  respectively.  The expenses  shown include this  reimbursement.  If not
included,  the "Other  Expenses" and "Total  Expenses" for the Goldman Sachs VIT
Capital Growth,  Goldman Sachs VIT CORE SM U.S. Equity, Goldman Sachs VIT Global
Income and  Goldman  Sachs VIT  International  Equity  Funds  would be 1.03% and
1.78%,  2.13% and 2.83%, 2.40% and 3.30% and 1.97% and 2.97%  respectively.  The
reductions or limits may be disconnected or modified by the investment  advisors
in their discretion at any time.

10All  expenses are based on the estimated  gross  expenses the Shares expect to
incur in their  initial  fiscal year  (estimated  as of 12-31-99) and are stated
with contractual waivers and fee reductions by Janus Capital. Fee reductions for
Growth and  International  Growth  Portfolios  reduce the  Management Fee to the
level of the corresponding Janus retail fund. Other waivers, if applicable,  are
first applied against the Management Fee and then against Other Expenses.  Janus
Capital has agreed to continue the waivers and fee reductions until at least the
next  annual  renewal  of the  advisory  agreements.  Without  waivers  and  fee
reductions,  Management  Fees and Total expenses would have been 0.67% and 0.93%
for Growth Portfolio and 0.72% and 1.06% for International Growth Portfolio.

11Fees  are  stated net of waivers  and/or  reimbursements.  Absent fee  waivers
and/or  reimbursements,  the  Management  Fee,  Other  Expenses  and  Total as a
percentage  of average  net  assets  for J.P.  Morgan  U.S.  Disciplined  Equity
Portfolio  would be  (0.35%,  0.0%,  1.08% and  1.43%).  Effective  July 1, 1999
current expenses were lowered to 0.85%.

12The portfolio's  Investment  Manager agrees to waive its fees and/or reimburse
the  portfolios  through  Dec.  31, 1999 to the extent  total  portfolio  annual
expenses  exceed 1.25% of the portfolio's  average daily net assets.  Absent fee
waivers and/or reimbursements, the Management Fee, 12b-1 Fee, Other Expenses and
Total as a  percentage  of average net assets for fiscal year end Dec.  31, 1998
for the following portfolios would have been: Lazard Retirement Equity Portfolio
(0.75%,  0.25%,  20.32% and 21.32%) and Lazard Retirement  International  Equity
Portfolio  (0.75%,  0.25%,  47.67% and 48.67%).  Expenses are annualized for the
Lazard  Retirement  Equity  Portfolio  for the  period  March  1-Dec.  31,  1998
(commencement  of operations  through fiscal year end).  Expenses are annualized
for the Lazard Retirement International Equity Portfolio for the period Sep. 1 -
Dec. 31, 1998 (commencement of operations through fiscal year end).

13Fees  are  stated net of waivers  and/or  reimbursements.  Absent fee  waivers
and/or  reimbursements,  the  Management  Fee,  Other  Expenses  and  Total as a
percentage of average net assets for MFS(R) New Discovery Series would have been
(0.90%, 0.0%, 4.32% and 5.22%).

<PAGE>
14Expense ratios are shown after fee waivers and expense  reimbursements  by the
investment  advisor.  The expense  ratios before the waivers and  reimbursements
would have been: Royce Micro-Cap  Portfolio  (1.25%,  0.0%, 1.34% and 2.59%) and
Royce Premier Portfolio (1.00%, 0.0%, 6.05% and 7.05%).

15The  Fund's  expenses  are  estimated  because  the  fund  had  not  commenced
operations as of Sept. 1, 1999.

16Fees are estimated net of waivers  and/or  reimbursements  for the fiscal year
ended Dec. 31, 1999. Fee waivers and/or  reimbursements  may be  discontinued at
any time. Absent waivers and/or  reimbursements,  the Management Fee, 12b-1 Fee,
Other Expenses and Total Expenses would be 0.90%, 0.0%, 0.51% and 1.41%

17The funds'  annualized  expenses are estimated  for the period Sept.  20, 1999
(inception of the Wells Fargo Variable Trust) - Dec. 31, 1999.

<PAGE>

Examples: *
<TABLE>
<CAPTION>

You would pay the following expenses on a $1,000 investment without any optional
riders and assuming a 5% annual return and....
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                      no withdrawal or
                                                                           a total withdrawal at  selection of an annuity
                                                                            the end of each time   payout plan at the end
                                                                                   period           of each time period
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>       <C>          <C>         <C>
                                                                           1 year    3 years      1 year      3 years
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                         $106.63   $161.77       $26.63      $81.77
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Bond Fund                                         105.09    157.17        25.09       77.17
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                             104.99    156.86        24.99       76.86
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Cash Management Fund                              103.96    153.78        23.96       73.78
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                    106.63    161.77        26.63       81.77
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                                 105.50    158.40        25.50       78.40
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                               105.91    159.62        25.91       79.62
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Growth Fund                                       106.63    161.77        26.63       81.77
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Managed Fund                                      104.68    155.94        24.68       75.94
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                               105.09    157.17        25.09       77.17
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                          109.50    170.33        29.50       90.33
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                           103.81    153.32        23.81       73.32
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Development Fund                                            109.35    169.87        29.35       89.87
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                          103.71    153.01        23.71       73.01
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------

Alliance VP Premier Growth Portfolio (Class B)                               110.68    173.82        30.68       93.82
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Alliance VP Technology Portfolio (Class B)                                   109.24    169.56        29.24       89.56
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Alliance VP U.S. Government/High Grade Securities Portfolio (Class B)        107.50    164.37        27.50       84.37

- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Baron Capital Asset Fund                                                     111.81    177.16        31.81       97.16
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP III Growth & Income Portfolio (Service Class)                   104.12    154.24        24.12       74.24
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP III Mid Cap Portfolio (Service Class)                           108.22    166.51        28.22       86.51
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio (Service Class)                              106.89    162.54        26.89       82.54
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                               107.40    164.07        27.40       84.07
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                   105.04    157.01        25.04       77.01
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
FT VIP Templeton International Smaller Companies Fund - Class 2              110.78    174.13        30.78       94.13
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Capital Growth Fund                                        106.17    160.39        26.17       80.39
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                    105.14    157.32        25.14       77.32
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                         107.71    164.98        27.71       84.98
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT International Equity Fund                                  109.76    171.09        29.76       91.09
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------

Janus Aspen Aggressive Growth Portfolio: Service Shares                      106.48    161.31        26.48       81.31
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio: Service Shares                                 106.37    161.00        26.37       81.00
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen International Growth Portfolio: Service Shares                   107.19    163.45        27.19       83.45

- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
J.P. Morgan U.S. Disciplined Equity Portfolio                                105.86    159.47        25.86       79.47
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Lazard Retirement Equity Portfolio                                           109.76    171.09        29.76       91.09
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Lazard Retirement International Equity Portfolio                             109.76    171.09        29.76       91.09
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS(R)New Discovery Series                                                    108.94    168.65        28.94       88.65
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS(R)Research Series                                                         105.76    159.16        25.76       79.16
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                        107.30    163.76        27.30       83.76
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Royce Micro-Cap Portfolio                                                    110.78    174.13        30.78       94.13
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Royce Premier Portfolio                                                      110.78    174.13        30.78       94.13
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Third Avenue Value Portfolio                                                 110.27    172.61        30.27       92.61
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                               112.83    180.19        32.83      100.19
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                                        107.40    164.07        27.40       84.07
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust - Emerging Growth Portfolio                             109.76    171.09        29.76       91.09
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                            107.19    163.45        27.19       83.45
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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
                                                                           a total withdrawal at  selection of an annuity
                                                                            the end of each time   payout plan at the end
                                                                                   period           of each time period
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>       <C>          <C>         <C>
                                                                           1 year    3 years      1 year      3 years
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                         $110.34   $173.58       $30.34      $93.58
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Bond Fund                                         108.80    168.98        28.80       88.98
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                             108.70    168.67        28.70       88.67
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Cash Management Fund                              107.67    165.59        27.67       85.59
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                    110.34    173.58        30.34       93.58
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                                 109.21    170.21        29.21       90.21
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                               109.62    171.43        29.62       91.43
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Growth Fund                                       110.34    173.58        30.34       93.58
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Managed Fund                                      108.39    167.75        28.39       87.75
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                               108.80    168.98        28.80       88.98
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                          113.21    182.14        33.21      102.14
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                           107.52    165.13        27.52       85.13
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Development Fund                                            113.06    181.68        33.06      101.68
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                          107.42    164.82        27.42       84.82
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------

Alliance VP Premier Growth Portfolio (Class B)                               114.39    185.64        34.39      105.64
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Alliance VP Technology Portfolio (Class B)                                   112.95    181.37        32.95      101.37
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Alliance VP U.S. Government/High Grade Securities Portfolio (Class B)        111.21    176.18        31.21       96.18

- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Baron Capital Asset Fund                                                     115.52    188.97        35.52      108.97
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP III Growth & Income Portfolio (Service Class)                   107.83    166.05        27.83       86.05
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP III Mid Cap Portfolio (Service Class)                           111.93    178.32        31.93       98.32
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio (Service Class)                              110.60    174.35        30.60       94.35
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                               111.11    175.88        31.11       95.88
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                   108.75    168.82        28.75       88.82
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
FT VIP Templeton International Smaller Companies Fund - Class 2              114.49    185.94        34.49      105.94
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Capital Growth Fund                                        109.88    172.20        29.88       92.20
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                    108.85    169.13        28.85       89.13
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                         111.42    176.80        31.42       96.80
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------

Goldman Sachs VIT International Equity Fund                                  113.47    182.90        33.47      102.90
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio: Service Shares                      110.19    173.12        30.19       93.12
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio: Service Shares                                 110.08    172.81        30.08       92.81
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Janus Aspen International Growth Portfolio: Service Shares                   110.90    175.27        30.90       95.27

- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
J.P. Morgan U.S. Disciplined Equity Portfolio                                109.57    171.28        29.57       91.28
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Lazard Retirement Equity Portfolio                                           113.47    182.90        33.47      102.90
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Lazard Retirement International Equity Portfolio                             113.47    182.90        33.47      102.90
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS(R)New Discovery Series                                                    112.65    180.46        32.65      100.46
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS(R)Research Series                                                         109.47    170.97        29.47       90.97
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                        111.01    175.57        31.01       95.57
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Royce Micro-Cap Portfolio                                                    114.49    185.94        34.49      105.94
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Royce Premier Portfolio                                                      114.49    185.94        34.49      105.94
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Third Avenue Value Portfolio                                                 113.98    184.42        33.98      104.42
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                               116.54    192.00        36.54      112.00
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                                        111.11    175.88        31.11       95.88
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust - Emerging Growth Portfolio                             113.47    182.90        33.47      102.90
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                            110.90    175.27        30.90       95.27
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

*In these examples, the $40 contract  administrative charge is approximated as a
0.053%  charge based on our  estimated  average  contract  size.  Premium  taxes
imposed by some state and local governments are 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).

We also 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. 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>

Seven-day simple yield (for subaccounts  investing in money market funds) is the
income generated by the investment over a given seven-day  period.  We show this
as a percentage of the investment.

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>
                                                                                                 Investment Advisor or Manager
Subaccount      Investing In                 Investment Objectives and Policies
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
 SBCA1          AXPSM Variable Portfolio -   Objective: long-term total return exceeding that    IDS Life, investment
                Blue Chip Advantage Fund     of the U.S. stock market. Invests primarily in      manager; American Express
                                             common stocks of companies included in the          Financial Corporation (AEFC)
                                             unmanaged S&P 500 Index.                            investment advisor.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SBND 1          AXPSM Variable Portfolio -   Objective: high level of current income while       IDS Life, investment
                Bond Fund                    conserving the value of the investment for the      manager; AEFC, investment
                                             longest time period. Invests primarily in           advisor.
                                             investment-grade bonds.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SCAR 1          AXPSM Variable Portfolio -   Objective: capital appreciation. Invests primarily  IDS Life, investment
                Capital Resource Fund        in U.S. common stocks.                              manager; AEFC, investment
                                                                                                 advisor.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SCMG 1          AXPSM Variable Portfolio -   Objective: maximum current income consistent with   IDS Life, investment
                Cash Management Fund         liquidity and conservation of capital. Invests in   manager; AEFC, investment
                                             money market securities.                            advisor.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
 SDE11          AXPSM Variable Portfolio -   Objective: a high level of current income and, as   IDS Life, investment
                Diversified Equity Income    a secondary goal, steady growth of capital.         manager; AEFC investment
                Fund                         Invests primarily in dividend-paying common and     advisor.
                                             preferred stocks.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
 SEXI 1         AXPSM Variable Portfolio -   Objective: high current income, with capital        IDS Life, investment
                Extra Income Fund            growth as a secondary objective. Invests primarily  manager; AEFC, investment
                                             in long-term, high-yielding, high-risk debt         advisor.
                                             securities below investment grade issued by U.S.
                                             and foreign corporations.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
 SFDI 1         AXPSM Variable Portfolio -   Objective: a high level of current income and       IDS Life, investment
                Federal Income Fund          safety of principal consistent with an investment   manager; AEFC investment
                                             in U.S. government and government agency            advisor.
                                             securities. Invests primarily in debt obligations
                                             issued or guaranteed as to principal and interest
                                             by the U.S. government, its agencies or
                                             instrumentalities.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SGRO 1          AXPSM Variable Portfolio -   Objective: long-term capital growth. Invests        IDS Life, investment
                Growth Fund                  primarily in common stocks and securities           manager; AEFC investment
                                             convertible into common stocks that appear to       advisor.
                                             offer growth opportunities.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SMGD 1          AXPSM Variable Portfolio -   Objective: maximum total investment return through  IDS Life, investment
                Managed Fund                 a combination of capital growth and current         manager; AEFC, investment
                                             income. Invests primarily in stocks, convertible    advisor.
                                             securities, bonds and money market instruments.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SNDM 1          AXPSM Variable Portfolio -   Objective: long-term growth of capital. Invests     IDS Life, investment
                New Dimensions Fund          primarily in common stocks of U.S. and foreign      manager; AEFC, investment
                                             companies showing potential for significant growth. advisor.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SSCA 1          AXPSM Variable Portfolio -   Objective: long-term capital growth. Invests        IDS Life, investment
                Small Cap Advantage Fund     primarily in equity stocks of small companies that  manager; AEFC investment
                                             are often included in the S&P SmallCap 600 Index    advisor.
                                             or the Russell 2000 Index.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
 SCAP 1         AIM V.I. Capital             Objective: growth of capital. Invests primarily in  A I M Advisors, Inc.
                Appreciation Fund            common stocks, with emphasis on medium- and
                                             small-sized growth companies.
- -------------------------------------------------------------------------------------------------------------------------------
SCDV 1          AIM V.I. Capital             Objective: long term growth of capital. Invests     A I M Advisors, Inc.
                Development Fund             primarily in securities (including common stocks,
                                             convertible securities and bonds) of small- and
                                             medium-sized companies.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
 SVAL 1         AIM V.I. Value Fund          Objective: long-term growth of capital with income  A I M Advisors, Inc.
                                             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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SPGR 1          Alliance VP Premier Growth   Objective: growth of capital by pursuing            Alliance Capital Management,
                Portfolio (Class B)          aggressive investment policies. Invests primarily   L.P.
                                             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. 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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
STEC 1          Alliance VP Technology       Objective: growth of capital. Current income is     Alliance Capital Management,
                Portfolio (Class B)          incidental to the Portfolio's objective. Invests    L.P.
                                             primarily    in    securities    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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SUGH 1          Alliance VP U.S.             Objective: high level of current income consistent  Alliance Capital Management,
                Government/High Grade        with preservation of capital. Invest primarily in   L.P.
                Securities Portfolio         (1) U.S. Government securities and (2) other
                (Class B)                    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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SCAS 1          Baron Capital Asset Fund     Objective: capital appreciation. Invests primarily  BAMCO, Inc. which is a
                                             in securities of small and medium sized companies   wholly owned subsidiary of
                                             with undervalued assets or favorable growth         Baron Capital Group Inc.
                                             prospects.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SGRI 1          Fidelity VIP III Growth &    Objective: high total return through a combination  Fidelity Management &
                Income Portfolio (Service    of current income and capital appreciation.         Research Company (FMR),
                Class)                       Invests primarily in common stocks with a focus on  investment manager; FMR U.K.
                                             those that pay current dividends and show           and FMR Far East,
                                             potential for capital appreciation.                 sub-investment advisors.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SMDC 1          Fidelity VIP III Mid Cap     Objective: long-term growth of capital. Invests     FMR, investment manager; FMR
                Portfolio (Service Class)    primarily in medium market capitalization common    U.K. and FMR Far East,
                                             stocks.                                             sub-investment advisors.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SOVS 1          Fidelity VIP Overseas        Objective: long-term growth of capital. Invests     FMR, investment manager; FMR
                Portfolio (Service Class)    primarily in common stocks of foreign securities.   U.K., FMR Far East, Fidelity

                                                                                                 International
                                                                                                 Investment
                                                                                                 Advisors
                                                                                                 (FIIA)
                                                                                                 and
                                                                                                 FIIA
                                                                                                 U.K.,
                                                                                                 sub-investment
                                                                                                 advisors.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SMSS 1          Franklin Templeton VIP       Objective: capital appreciation with income as a    Franklin Mutual Advisers, LLC
                Mutual Shares Securities     secondary goal. Invests primarily in equity
                Fund                         securities of companies that the manager believes
                                             are available at market prices less
                                             than their  actual  value  based on
                                             certain   recognized  or  objective
                                             criteria (intrinsic value).
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SRES 1          Franklin Templeton VIP       Objective: capital appreciation with a secondary    Franklin Advisers, Inc.
                Franklin Real Estate Fund    goal to earn current income. Invests primarily in
                                             securities  of companies  operating
                                             in  the   real   estate   industry,
                                             primarily    equity   real   estate
                                             investment trusts (REITS).
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SISC 1          Franklin Templeton VIP       Objective: long-term capital appreciation. Invests  Templeton Investment
                Templeton International      primarily in equity securities of smaller           Counsel, Inc.
                Smaller Companies Fund       companies located outside the U.S., including in
                                             emerging markets.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SCGR 1          Goldman Sachs VIT Capital    Objective: long-term growth of capital. Invest      Goldman Sachs Asset
                Growth Fund                  primarily in equity securities considered by the    Management
                                             Investment    Advisor    to    have
                                             long-term   capital    appreciation
                                             potential.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SUSE 1          Goldman Sachs VIT CORESM     Objective: long-term growth of capital and          Goldman Sachs Asset
                U.S. Equity Fund             dividend income. 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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SGLI 1          Goldman Sachs VIT Global     Objective: high total return, emphasizing current   Goldman Sachs Asset
                Income Fund                  income, and, to a lesser extent, providing          Management 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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SIEQ 1          Goldman Sachs VIT            Objective: long-term capital appreciation. Invests  Goldman Sachs Asset
                International Equity Fund    primarily in equity securities of companies that    Management International
                                             are organized outside the U.S., or whose
                                             securities are principally traded outside the U.S.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SAGP 1          Janus Aspen Aggressive       Objective: long-term growth of capital. Invests     Janus Capital
                Growth Portfolio: Service    primarily in common stocks selected for their
                Shares                       growth potential and normally invests at least 50%
                                             of its equity assets in medium-sized companies.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SGIP 1          Janus Aspen Growth           Objective: long-term growth of capital in a manner  Janus Capital
                Portfolio: Service Shares    consistent with the preservation of capital.
                                             Invests  primarily in common stocks
                                             selected     for    their    growth
                                             potential.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SINT 1          Janus Aspen International    Objective: long-term growth of capital. Invests at  Janus Capital
                Growth Portfolio: Service    least 65% of 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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SUDE 1          J.P. Morgan U.S.             Objective: provide high total return from a         J.P. Morgan
                Disciplined Equity Portfolio portfolio of selected equity securities through a
                                             disciplined management approach. Invests primarily
                                             in large- and medium-capitalization U.S. companies.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SREQ 1          Lazard Retirement Equity     Objective: long-term capital appreciation. Invests  Lazard Asset Management
                Portfolio                    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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SRIE 1          Lazard Retirement            Objective: long-term capital appreciation. Invests  Lazard Asset Management
                International Equity         primarily in equity securities, principally common
                Portfolio                    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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SNDS 1          MFS(R)New Discovery Series    Objective: capital appreciation. Invests primarily  MFS Investment
                                              in equity securities of emerging growth companies.  Management(R)
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SRSS 1          MFS(R)Research Series         Objective: long-term growth of capital and future   MFS Investment
                                             income. Invests primarily in common stocks and      Management(R)
                                             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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SUTS 1          MFS(R)Utilities Series        Objective: capital growth and current income.       MFS Investment
                                             Invests primarily in equity and debt securities of  Management(R)
                                             domestic and foreign companies in the utilities
                                             industry.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SMCC 1          Royce Micro-Cap Portfolio    Objective: long-term growth of capital. Invests     Royce & Associates, Inc.
                                             primarily in a broadly diversified portfolio of
                                             equity securities issued by micro-cap companies
                                             (companies with stock market capitalizations below
                                             $300 million).
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SPRM 1          Royce Premier Portfolio      Objective: long-term growth of capital with         Royce & Associates, Inc.
                                             current income as a 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.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SVLU 1          Third Avenue Value Portfolio Objective: long-term capital appreciation. Invests  The Investment Adviser EQSF
                                             primarily in common stocks of well-financed         Advisers, Inc.
                                             companies at a substantial discount to what the
                                             Advisor believes is their true value.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SISM 1          Wanger International Small   Objective: long-term growth of capital. Invests     Wanger Asset Management, L.P.
                Cap                          primarily in stocks of small- and medium-size
                                             non-U.S. companies.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SUSC 1          Wanger U.S. Small Cap        Objective: long-term growth of capital. Invests     Wanger Asset Management, L.P.
                                             primarily in stocks of small- and medium-size U.S.
                                             companies.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SEGR 1          Warburg Pincus Trust         Objective: maximum capital appreciation. Invests    Credit Suisse Asset
                Emerging Growth Portfolio    primarily in equity securities of small - or        Management, LLC.
                                             medium sized U.S. emerging-growth companies.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
SEQI 1          Wells Fargo VT Equity        Objective: long-term capital appreciation and       Wells Fargo Bank, N.A.,
                Income Fund                  above-average dividend income. Invests primarily    advisor; Wells Capital
                                             in   common    stocks   of   large,
                                             high-quality   domestic  Management
                                             Incorporated,     companies    with
                                             above-average  return potential and
                                             sub-advisor.
                                             above-average dividend income.
- -------------------------------------------------------------------------------------------------------------------------------
</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.

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 qualified plans. It is possible that in the
future,  it may be  disadvantageous  for variable  annuity accounts and variable
life insurance  accounts and/or qualified 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 qualified 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  qualified  plan  accounts,  you  would  not  bear  any  expenses
associated  with  establishing   separate  funds.   Please  refer  to  the  fund
prospectuses for risk disclosure regarding simultaneous  investments by variable
annuity, variable life insurance and qualified plan accounts.

The IRS issued final regulations  relating to the  diversification  requirements
under  Section  817(h) of the  Internal  Revenue  Code of 1986,  as amended (the
Code). Each fund intends to comply with these requirements.

<PAGE>

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 Internal Revenue Service (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 also 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.

We have no specific formula for determining the rate of interest that we declare
as future interest rates on the Guarantee Period  Accounts.  We will declare the
interest  rates  from  time to time  based on our  analysis  of  current  market
conditions.  In  addition,  we  also  may  consider  various  other  factors  in
determining the interest rates for a given Guarantee Period including regulatory
and tax  requirements;  sales commissions and  administrative  expenses we bear;
general economic trends; and competitive factors.

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.

<PAGE>

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.

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 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.

<PAGE>

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 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 the optional 5% Accumulation Death Benefit*;
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.

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.

*This option is only available if you also select either the Guaranteed  Minimum
Income Benefit Rider (6% Accumulation Benefit Base) or the 8% Performance Credit
Rider.

**You  may  select  either  the  Guaranteed  Minimum  Income  Benefit  Rider (6%
Accumulation Benefit Base) or the 8% Performance Credit Rider, but not both.

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 (includes SIPs):  $25,000
    -------------------------------------------------

    Minimum additional purchase payments:

      If paying by SIP:                        If paying by any other method:
         $50                                               $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 qualified 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:

                  Regular mail:
                  American Enterprise Life Insurance Company
                  80 South Eighth Street
                  P.O. Box 534
                  Minneapolis, MN 55440-0534

                  Express mail:
                  American Enterprise Life Insurance Company
                  Attention: Unit 829
                  733 Marquette Avenue
                  Minneapolis, MN 55402

<PAGE>

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  calculate  the credit as a percentage  of the net current  payment
(current  payment less the amount of partial  withdrawals  that exceed all prior
purchase payments) according to 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 subsequent  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  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.

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 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 contract less than  $100,000,  this may occur if you make a full  withdrawal
after five years.

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.

<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 you can allocate to the fixed accounts.

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 or purchase  payments
made. 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. 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.

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.

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 the  Guaranteed  Income  Benefit Base 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.

<PAGE>

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).")

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.


<PAGE>


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


 Years from purchase payment         Withdrawal charge
           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 we
actually  withdraw  from your  contract  will be the amount you request plus any
applicable  withdrawal  charge.  We apply the  withdrawal  charge to this  total
amount.  We pay you the amount you requested.  If you make a full  withdrawal of
your contract, we also will deduct the $40 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.

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

           $6,000 Feb. 20, 2008 payment is in its third year from receipt
  $480      withdrawn with an 8% withdrawal charge.
  ----

$1,120

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 (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.

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 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.

<PAGE>

Factors that affect subaccount accumulation units
Accumulation  units may change in two ways: in number and in value. Here are the
factors that influence those changes:

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.

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>

<PAGE>

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 with this
strategy  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.

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.  (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.

<PAGE>

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.

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:

             Regular mail:
             American Enterprise Life Insurance Company
             80 South Eighth Street
             P.O. Box 534
             Minneapolis, MN 55440-0534

             Express mail:
             American Enterprise Life Insurance Company
             Attention: Unit 829
             733 Marquette Avenue
             Minneapolis, MN 55402

             Minimum amount

             Transfers or
             withdrawals:              $500 or entire account balance

             Maximum amount

             Transfers or
             withdrawals:              Contract value

2 Your sales representative can help you set up automated By automated transfers
or partial  withdrawals among your subaccounts or fixed accounts.  transfers and
automated partial You can start or stop this service by written request or other
method  acceptable to us.  withdrawals:  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.

<PAGE>


              Minimum amount

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

3             Call between 7 a.m. and 6 p.m. Central time:
By phone:
              800-333-3437 or
              (612) 671-7700 (Minneapolis/St. Paul area)

              Minimum amount

              Transfers or
              withdrawals:          $500 or entire account balance

              Maximum amount

              Transfers:            Contract value
              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

<PAGE>

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 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:  The  following  conditions  apply to the
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 AXPSM 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.

<PAGE>

Exercising  the rider:  The  following  conditions  apply to the exercise of 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

Terminating the rider: The following  conditions apply to the termination of the
rider:

o   you may terminate the rider within 30 days after the first anniversary of
    the latest 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
<S>                             <C>                             <C>             <C>                <C>

Contract Anniversary At         Guaranteed Income Benefit Base  Plan A --       Plan B --          Plan D --
Exercise                                                        Life  Annuity   Life Annuity       Joint and last
                                                                - no refund     with               survivor life
                                                                                ten years certain  annuity - no refund
              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.

<PAGE>

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.

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 AXPSM  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: The following  conditions apply to the termination of 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.

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:

<PAGE>

- -- 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.

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.  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.

Maximum Anniversary Value Death Benefit Rider
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.


<PAGE>


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."

Example:
o    The contract is purchased with a payment of $25,000 on Jan. 1, 2000. A
     purchase payment credit of $750 is added to the contract.

o    On Jan. 1, 2001 (the first contract anniversary) the contract value has
     grown to $29,000.

o    On March 1, 2001 the contract  value has fallen to $27,000,  at which point
     the owner takes a $1,500  partial  withdrawal,  leaving a contract value of
     $25,500.

The death benefit on March 1, 2001 is calculated 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

5% Accumulation 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 and you select either the Guaranteed  Minimum
Income Benefit Rider (6% Accumulation Benefit Base) or the 8% Performance Credit
Rider,  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 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.

<PAGE>

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 5% 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    The contract is  purchased  with a payment of $25,000 on Jan. 1, 2000 and a
     $750 purchase payment credit is added 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.  The owner
     takes a $1,500  partial  withdrawal all from the  subaccounts,  leaving the
     contract value at $22,800.

The death benefit on March 1, 2001 is calculated 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

<PAGE>

If your  spouse is sole  beneficiary  under a  nonqualified  annuity 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.

Under a  qualified  annuity,  if the  annuitant  dies  before the Code  requires
distributions to begin, and the spouse is the only  beneficiary,  the spouse may
keep the  contract  as owner  until the date on which the  annuitant  would have
reached  age 70 1/2 or any other date  permitted  by the Code.  To do this,  the
spouse must give us written  instructions  within 60 days after we receive proof
of death.  The contract value is equal to the death benefit that would otherwise
have been paid.  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").

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.)

<PAGE>

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.

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 have 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 qualified plans: If you purchased a qualified
     annuity, you may be required to select a payout plan that provides for
     payouts:



<PAGE>


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.

Taxes

Generally,  under current law, any increase in your contract value 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: We designed this contract for use with qualified retirement
plans.  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.

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 qualified  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.

<PAGE>

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 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:

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.

<PAGE>

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:

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.

<PAGE>

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 IDS  Tower  10,
Minneapolis,  MN 55440.  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 will 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.

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 80 South Eighth Street,  Minneapolis,  MN 55402. 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  alleged that the sale of annuities in tax-deferred  contributory
retirement  investment plans (e.g., IRAs) is never  appropriate.  The plaintiffs
purported  to  represent a class  consisting  of all  persons  who made  similar
purchases. The plaintiffs sought 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>

                             Years ended Dec. 31, (thousands)

                              1999*   1998**          1998           1997            1996            1995              1994
<S>                      <C>          <C>            <C>            <C>             <C>             <C>               <C>
Net investment income    $   243,525   $  258,163   $ 340,219    $   332,268     $    271,719    $   223,706       $   162,201

Net gain (loss) on
investments                    4,897    (1,526)        (4,788)         (509)          (5,258)         (1,154)          (1,190)

Other                          5,898     5,890          7,662         6,329            5,753           4,214             2,753

Total revenues           $   254,320  $  262,527   $  343,093    $   338,088     $   272,214     $   226,766       $   163,764
                         ===========    ===========  ===========    ===========     ===========     ===========       ===========

Income before income
taxes                    $    43,229   $  28,865   $   36,421    $    44,958     $    35,735     $    33,440      $     30,212
                         ============   ============ ============    ============    ============   ============     ===========

Net income               $    29,178   $  18,475    $   22,026   $    28,313     $     22,823    $     21,748      $    19,638
                         ============   ============ ============    ============    ============   ============    ===========

Total assets              $4,757,513    $5,033,598  $4,885,621     $4,973,413      $4,425,837       $3,570,960        $2,712,286
                          ==========    ===========  ==========     ==========      ==========      ==========       ==========
</TABLE>

*Nine months ended Sept. 30, 1999
**Nine months ended Sept, 30, 1998

Management's  discussion  and  analysis of  financial  condition  and results of
operations

Nine  months  ended  September  30,  1999  Compared  to the  nine  months  ended
September 30, 1998:

Net income  increased  58  percent  to $29  million  for the nine  months  ended
September 30, 1999. A decrease in benefits and expenses,  driven  primarily by a
decrease  in  interest  credited  on  investment  contracts  and a  decrease  in
amortization of deferred policy acquisition costs more than offset a decrease in
revenues, driven primarily by a decrease in net investment income.

Total revenues decreased to $254 million for the nine months ended September 30,
1999,  compared to $263  million for the same  period in 1998.  The  decrease is
primarily due to a decrease in net investment  income  resulting from a decrease
in average invested assets.

Net realized gains (losses) on investments were $4.9 million for the nine months
ended  September  1999,  compared to $(1.5) million for the same period in 1998.
The Company incurs realized losses when  investments are sold at a loss and when
a decline in fair value of a fixed maturity investment is determined to be other
than temporary and it is written down to fair value.

Total  benefits and expenses  decreased 9.7 percent to $211 million for the nine
months ended  September 30, 1999 compared to $234 million for the same period in
1998.  The largest  component  of  expenses,  interest  credited  on  investment
contracts,  decreased to $157  million for the period,  reflecting a decrease in
annuities in force.  Amortization of deferred policy acquisition costs decreased
to $31 million  for the nine months  ended  September  30, 1999  compared to $43
million  for the same  period  in  1998.  This  decrease  was  primarily  due to
accelerating  amortization in 1998 to reflect actual lapse experience on certain
fixed annuities as well as lower deferred policy acquisition cost balances.

1998 Compared to 1997:
Net income decreased 22 percent to $22 million in 1998,  compared to $28 million
in 1997. An increase in revenues,  resulting  primarily  from an increase in net
investment  income was more than offset by an increase in benefits and expenses,
resulting  primarily  from  an  increase  in  amortization  of  deferred  policy
acquisition costs.

<PAGE>

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,  partially offset by an increase in net realized loss on
investments. Net investment income, the largest component of revenues, increased
primarily as a result of an increase in investment yields.

Contractholder charges, which consist primarily of charges on annuity contracts,
increased  12 percent to $6.4  million in 1998,  compared  with $5.7  million in
1997. This increase is primarily the result of an increase in surrender charges.

Net realized loss on investments  increased to $4.8 million in 1998, compared to
$0.5 million in 1997. The Company incurs  realized  losses when  investments are
sold at a loss  and  when a  decline  in the  fair  value  of a  fixed  maturity
investment is  determined  to be other than  temporary and it is written down to
fair value.

Total  benefits and expenses  increased 4.6 percent to $307 million in 1998. The
largest  component  of  expenses,  interest  credited on  investment  contracts,
decreased to $229 million, reflecting a decrease in 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
accelerating  amortization  to reflect actual lapse  experience on certain fixed
annuities.

1997 Compared to 1996:
Net income increased 24 percent to $28 million in 1997,  compared to $23 million
in 1996.  This growth  resulted  primarily  from an  increase in net  investment
income,  partially  offset by an  increase in  interest  credited on  investment
contracts.

Total revenues increased to $338 million in 1997,  compared with $272 million in
1996.  The  increase is  primarily  due to an increase in net  investment  and a
decrease in net realized loss on investments. Net investment income, the largest
component  of  revenues,  increased  primarily  as a result  of an  increase  in
investments owned and a slight increase investment yields.

Contractholder charges, which consist primarily of charges on annuity contracts,
increased  3.6 percent to $5.7  million in 1997,  compared  with $5.5 million in
1996. This increase is primarily the result of an increase in surrender charges.

Net realized loss on investments  decreased to $0.5 million in 1997, compared to
$5.3 million in 1996. The Company incurs  realized  losses when  investments are
sold at a loss  and  when a  decline  in the  fair  value  of a  fixed  maturity
investment is  determined  to be other than  temporary and it is written down to
fair value.

Total  benefits  and expenses  increased  to $293  million in 1997.  The largest
component of expenses,  interest credited on investment contracts,  increased 21
percent  to 231  million  compared  to $192  million  in 1996.  Amortization  of
deferred  policy  acquisition  costs  increased  to $37 million  compared to $31
million in 1996.  These  increases  were due  primarily to  increased  aggregate
amounts in force.

Risk Management
The sensitivity  analysis  discussed below estimates the effects of hypothetical
sudden and sustained change in the applicable  market  conditions on the ensuing
year's earnings based on year-end positions. The market change, assumed to occur
as of  year-end,  is a 100  basis  point  increase  in  market  interest  rates.
Computations of the prospective effect of the hypothetical  interest rate change
is based on numerous  assumptions,  including relative levels of market interest
rates, as well as the levels of assets and liabilities.  The hypothetical change
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 change actually  occurred over time. As a
result,  actual earnings effects in the future will differ from those quantified
below.

<PAGE>

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,
1998, would be appoximately $3 million.

Liquidity and Capital Resources

The liquidity requirements of the Company are met by funds provided by premiums,
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 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
short-term  sources of funds. No borrowings were outstanding under the agreement
at December 31,  1998.  At December 31,  1998,  outstanding  reverse  repurchase
agreements totaled $51 million.

At December 31, 1998,  investments in fixed  maturities  comprised 82 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, 1998,  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, 1998, net unrealized  appreciation  on fixed  maturities held to
maturity included $52 million of gross unrealized appreciation and $7 million of
gross unrealized  depreciation.  Net unrealized appreciation on fixed maturities
available for sale included $102 million of gross  unrealized  appreciation  and
$34 million of gross unrealized depreciation.

At December 31, 1998,  the Company had an allowance for losses on mortgage loans
totaling $8.5 million.

<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, 1998, 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
Of our total investments of $4,503,960,000 at Dec. 31, 1998, 28% was invested in
mortgage-backed  securities,  53% in corporate  and other bonds,  18% in primary
mortgage loans on real estate and the remaining 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).

<PAGE>

Employees
As of Dec. 31, 1998, 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.

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.

<PAGE>

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: IDS Tower 10,
Minneapolis,  MN  55440-0010  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.

Name of individual or
number in group          Position held                Cash compensation

Five most highly compensated $4,476,367 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            $7,925,328
(12)

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.

<PAGE>

Experts

Ernst & Young LLP, independent auditors, have audited the consolidated financial
statements of American  Enterprise  Life Insurance  Company at Dec. 31, 1998 and
1997,  and for each of the three years in the period ended Dec. 31, 1998, 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.

American Enterprise Life Financial Information


<PAGE>

<TABLE>
<CAPTION>


                                    AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                                   BALANCE SHEET
                                                September 30, 1999
                                                    (unaudited)
                                        ($ thousands, except share amounts)
<S>                                                                                    <C>
ASSETS
Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
           1999, $1,023,281)                                                            $1,027,976
        Available for sale, at fair value (amortized cost:
           1999, $2,549,548)                                                             2,480,649
                                                                                       -----------
                                                                                         3,508,625

  Mortgage loans on real estate                                                            794,117
  Other investments                                                                          9,148
          Total investments                                                              4,311,890

Accounts receivable                                                                            914
Accrued investment income                                                                   57,967
Deferred policy acquisition costs                                                          186,723
Deferred income taxes                                                                       25,420
Other assets                                                                                    32
Separate account assets                                                                    174,567
                                                                                      ------------

          Total assets                                                                  $4,757,513

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                                            $4,049,397
  Policy claims and other policyholders' funds                                               8,304
  Amounts due to brokers                                                                    76,928
  Other liabilities                                                                         22,069
  Separate account liabilities                                                             174,567
                                                                                       -----------
          Total liabilities                                                              4,331,265

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                                                     2,000
  Additional paid-in capital                                                               282,872
  Accumulated other comprehensive income:
     Net unrealized securities (losses) gains                                              (44,784)
  Retained earnings                                                                        186,160
          Total stockholder's equity                                                       426,248

Total liabilities and stockholder's equity                                              $4,757,513

                                              See accompanying notes.
</TABLE>

<PAGE>


                                    AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                               STATEMENTS OF INCOME
                                          Nine months ended September 30,
                                                    (unaudited)
                                                   ($ thousands)

<TABLE>
<CAPTION>
                                                                       1999              1998
                                                                 ---   ------      ---   ----
<S>                                                                   <C>               <C>
Revenues:
  Net investment income                                               $243,525          $258,163
  Contractholder charges                                                 4,317             5,018
  Mortality and expense risk fees                                        1,581               872
  Net realized gain (loss) on investments                                4,897            (1,526)
                                                                    ----------        ----------

          Total revenues                                               254,320           262,527
                                                                     ---------          --------

Benefits and expenses:
  Interest credited on investment contracts                            157,155           173,709
  Amortization of deferred policy acquisition costs                     30,637            43,051
  Other operating expenses                                              23,299            16,902
                                                                    ----------       -----------

          Total benefits and expenses                                  211,091           233,662
                                                                     ---------          --------

Income before income taxes                                              43,229            28,865

Income taxes                                                            14,051            10,390
                                                                    ----------      ------------

Net income                                                           $  29,178          $ 18,475
                                                                     =========         =========

                                              See accompanying notes.


<PAGE>


                                    AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                             STATEMENTS OF CASH FLOWS
                                          Nine months ended September 30,
                                                    (unaudited)
                                                   ($ thousands)
                                                                                1999              1998
                                                                          -   --------      -   ------
Cash flows from operating activities:
  Net income                                                                 $   29,178           $18,475
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                                         3,773            (1,802)
      Change in accounts receivable                                                 (82)               44
      Change in deferred policy acquisition costs, net                            9,756            23,054
      Change in other assets                                                         10                84
      Change in policy claims and other policyholders' funds                        915            (3,220)
      Deferred income tax benefit                                                  (448)          (10,539)
      Change in other liabilities                                                (2,430)            8,960
      Amortization of premium                                                     1,394               158
      Net realized gain on investments                                           (4,897)            1,526
      Other, net                                                                  (1,772)            (302)
                                                                          ---------------       ----------

         Net cash provided by operating activities                               35,397            36,438

Cash flows from investing activities: Fixed maturities held to maturity:
        Maturities                                                               47,277            61,786
        Sales                                                                     5,681            30,468
    Fixed maturities available for sale:
        Purchases                                                              (589,946)         (298,885)
        Maturities                                                              216,467           239,612
        Sales                                                                   359,677            43,579
    Other investments:
        Purchases                                                               (20,766)         (145,374)
        Sales                                                                    41,705            53,043
    Change in amounts due from brokers                                             (619)               --
    Change in amounts due to brokers                                             22,581            94,129
                                                                             ----------          --------

          Net cash provided by investing activities                              82,057            78,358

Cash flows from financing activities: Activity related to investment contracts:
    Considerations received                                                     244,670           237,037
    Surrenders and other benefits                                              (519,255)         (525,542)
    Interest credited to account balances                                       157,131           173,709
                                                                             ----------        ----------

          Net cash used in financing activities                                (117,454)         (114,796)
                                                                            ------------      ------------

Net increase (decrease) in cash and cash equivalents                                 --                --

Cash and cash equivalents at beginning of period                                      --                --
                                                                          --------------    --------------

Cash and cash equivalents at end of year                                   $          --     $          --
                                                                          ==============    ==============

                                              See accompanying notes.
</TABLE>

<PAGE>


                                    AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                           NOTES TO FINANCIAL STATEMENTS
                                                    (unaudited)

1.   General

     In the opinion of the  management  of American  Enterprise  Life  Insurance
     Company (the Company),  the  accompanying  unaudited  financial  statements
     contain  all  adjustments  (consisting  of  normal  recurring  adjustments)
     necessary to present  fairly its balance sheet as of September 30, 1999 and
     the related  statements of income and cash flows for the nine month periods
     ended September 30, 1999 and 1998.

2.   New Accounting Pronouncement

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
     Statement of Financial Accounting  Standards No. 133 (FAS 133),  Accounting
     for Derivative  Instruments and Hedging Activities.  In July 1999, The FASB
     issued FAS 137, which defers the effective date for  implementation  of FAS
     133 by one year, making FAS 133 effective no later than January 1, 2001 for
     the Company's  financial  statements.  FAS 133  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 of 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.  Earlier  application  of all of the  provisions of FAS 133 is
     encouraged, but is permitted only as of the beginning of any fiscal quarter
     that begins after  issuance of FAS 133.  This  Statement  cannot be applied
     retroactively.  The Company has not yet  determined  when it will implement
     FAS 133.  The  ultimate  financial  impact of the new rule will be measured
     based on the  derivatives  in place at adoption  and cannot be estimated at
     this time.

3.   Comprehensive Loss

     For nine months ending September 30, 1999 comprehensive loss is as follows:

      Net income                                  $29,178
      Net unrealized loss on investments          (89,079)
                                                  --------
         Comprehensive loss                      $(59,901)
                                                  =========
<PAGE>

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,  1998  and  1997,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1998. 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  generally   accepted  auditing
standards.  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,  1998 and  1997,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1998, in conformity with generally accepted accounting principles.





February 4, 1999
Minneapolis, Minnesota


<PAGE>

<TABLE>
<CAPTION>

                                    AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                                  BALANCE SHEETS
                                                   December 31,
                                        ($ thousands, except share amounts)

ASSETS                                                                                  1998              1997
- ------                                                                             - -----------    -  -------
<S>                                                                                    <C>               <C>

Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
           1998, $1,126,732 ; 1997, $1,223,108)                                         $1,081,193       $1,186,682
        Available for sale, at fair value (amortized cost:
           1998, $2,526,712; 1997, $2,609,621)                                           2,594,858        2,685,799
                                                                                       -----------      -----------
                                                                                         3,676,051        3,872,481

  Mortgage loans on real estate                                                            815,806          738,052
  Other investments                                                                         12,103           16,024
                                                                                     -------------    -------------
          Total investments                                                              4,503,960        4,626,557

Accounts receivable                                                                            214              563
Accrued investment income                                                                   61,740           59,588
Deferred policy acquisition costs                                                          196,479          224,501
Other assets                                                                                    43              117
Separate account assets                                                                    123,185           62,087
                                                                                      ------------    -------------

          Total assets                                                                  $4,885,621       $4,973,413
                                                                                        ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                                            $4,166,852       $4,343,213
  Policy claims and other policyholders' funds                                               7,389           11,328
  Deferred income taxes                                                                     23,199           35,601
  Amounts due to brokers                                                                    54,347           34,935
  Other liabilities                                                                         24,500           16,905
  Separate account liabilities                                                             123,185           62,087
                                                                                       -----------     ------------
          Total liabilities                                                              4,399,472        4,504,069

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 income:
     Net unrealized securities gains                                                        44,295           49,516
  Retained earnings                                                                        156,982          134,956
                                                                                      ------------     ------------
          Total stockholder's equity                                                       486,149          469,344
                                                                                      ------------     ------------

Total liabilities and stockholder's equity                                              $4,885,621       $4,973,413
                                                                                        ==========       ==========

</TABLE>


                                              See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                                    AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                               STATEMENTS OF INCOME
                                             Years ended December 31,
                                                   ($ thousands)

                                                                       1998              1997             1996
                                                                 ---   ------      ---   ------     ---   ----
<S>                                                                   <C>               <C>              <C>
Revenues:
  Net investment income                                               $340,219          $332,268         $271,719
  Contractholder charges                                                 6,387             5,688            5,450
  Mortality and expense risk fees                                        1,275               641              303
  Net realized loss on investments                                      (4,788)             (509)          (5,258)
                                                                    ----------        ----------      -----------

          Total revenues                                               343,093           338,088          272,214
                                                                     ---------         ---------       ----------

Benefits and expenses:
  Interest credited on investment contracts                            228,533           231,437          191,672
  Amortization of deferred policy acquisition costs                     53,663            36,803           30,674
  Other operating expenses                                              24,476            24,890           14,133
                                                                    ----------        ----------         --------

          Total benefits and expenses                                  306,672           293,130          236,479
                                                                     ---------         ---------          -------

Income before income taxes                                              36,421            44,958           35,735

Income taxes                                                            14,395            16,645           12,912
                                                                    ----------        ----------        ---------

Net income                                                           $  22,026         $  28,313         $ 22,823
                                                                     =========         =========         ========
</TABLE>


                                              See accompanying notes.
<PAGE>

<TABLE>
<CAPTION>

                                    AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                        STATEMENTS OF STOCKHOLDER'S EQUITY
                                        Three years ended December 31, 1998
($ thousands)
                                                                                               Accumulated Other
                                                                                                 Comprehensive
                                                         Total                    Additional
                                                     Stockholder's    Capital      Paid-In          Income,         Retained
                                                         Equity       Stock        Capital         Net of Tax       Earnings
<S>                                                      <C>            <C>          <C>             <C>              <C>

Balance, December 31, 1995                               $296,816       $2,000       $177,872        $ 33,124         $83,820
Comprehensive income:
     Net income                                            22,823           --             --              --          22,823
      Unrealized holding losses arising
           during the year, net of  taxes of
        $12,282                                           (22,810)          --             --         (22,810)             --
      Reclassification adjustment for losses
           included in net income, net of tax
           of $(1,093)                                      2,029           --             --           2,029              --
                                                                                               -------------------
                                                    -----------------
     Other comprehensive loss                             (20,781)          --             --         (20,781)             --
                                                    -----------------
     Comprehensive income                                   2,042
Capital contribution from parent                           65,000           --         65,000              --              --
                                                    ---------------------------------------------------------------------------

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 parent                           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                1,093
          of $(588)                                                         --             --           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
                                                    ===========================================================================
                                              See accompanying notes.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                    AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                             STATEMENTS OF CASH FLOWS
                                             Years ended December 31,
                                                   ($ thousands)
                                                                                1998              1997             1996__
                                                                          -   --------      -   --------         --------
<S>                                                                          <C>               <C>               <C>
Cash flows from operating activities:
  Net income                                                                 $   22,026        $   28,313        $   22,823
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                                        (2,152)           (8,017)           (9,692)
      Change in accounts receivable                                                 349             9,304                --
      Change in deferred policy acquisition costs, net                           28,022           (21,276)          (32,651)
      Change in other assets                                                         74             4,840           (10,007)
      Change in policy claims and other policyholders' funds                     (3,939)          (16,099)           15,786
      Deferred income tax (benefit) provision                                    (9,591)           (2,485)            5,084
      Change in other liabilities                                                 7,595             1,255             8,621
      Amortization of premium (accretion of discount), net                          122            (2,316)           (2,091)
      Net realized loss on investments                                            4,788               509             5,258
      Other, net                                                                  2,544               959              (129)
                                                                          -------------         ---------         ----------

         Net cash provided by (used in) operating activities                     49,838            (5,013)            3,002

Cash flows from investing activities: Fixed maturities held to maturity:
        Purchases                                                                    --            (1,996)          (16,967)
        Maturities                                                               73,601            41,221            26,190
        Sales                                                                    31,117            30,601            27,944
    Fixed maturities available for sale:
        Purchases                                                              (298,885)         (688,050)         (921,914)
        Maturities                                                              335,357           231,419           212,212
        Sales                                                                    48,492            73,366            47,542
    Other investments:
        Purchases                                                              (161,252)         (199,593)         (212,182)
        Sales                                                                    78,681            29,139            19,850
    Change in amounts due to brokers                                             19,412           (53,796)           88,568
                                                                             ----------        -----------       ----------

          Net cash provided by (used in) investing activities                   126,523          (537,689)         (728,757)

Cash flows from financing activities: Activity related to investment contracts:
    Considerations received                                                     302,158           783,339           846,378
    Surrenders and other benefits                                              (707,052)         (552,903)         (312,362)
    Interest credited to account balances                                       228,533           231,437           191,672
  Change in securities sold under repurchase agreements                              --                --           (67,000)
  Capital contribution from parent                                                     --          40,000            65,000
                                                                          ---------------      ----------         ---------

          Net cash (used in) provided by financing activities                  (176,361)          501,873           723,688
                                                                             -----------        ---------          --------

Net decrease in cash and cash equivalents                                            --           (40,829)           (2,067)

Cash and cash equivalents at beginning of year                                         --          40,829            42,896
                                                                          ---------------      ----------         ---------

Cash and cash equivalents at end of year                                  $          --     $          --        $   40,829
                                                                          ==============    ==============       ==========
                                              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 generally  accepted  accounting  principles  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  generally
     accepted  accounting  principles  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 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:

                                         1998              1997         1996
                                         ----              -----        ----
    Cash paid during the year for:
      Income taxes                       $19,035          $19,456       $10,317
      Interest on borrowings               5,437            1,832           998

     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.

     Liabilities for future policy benefits

     Liabilities for deferred annuities are accumulation values. Liabilities for
     fixed annuities in a benefit status are based on the  established  industry
     mortality  tables with various  interest  rates ranging from 5.5 percent to
     8.75 percent, depending on year of issue.

     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, 1998 and 1997 are $3,504
     payable to and  $1,289, receivable from, respectively, 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.

     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

     Effective  January 1, 1998,  the Company  adopted  Statement  of  Financial
     Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." SFAS
     No. 130 requires the reporting and display of comprehensive  income and its
     components.  Comprehensive  income is  defined as the  aggregate  change in
     stockholder's  equity  excluding  changes in ownership  interests.  For the
     Company,   it  is  net  income  and  the  unrealized  gains  or  losses  on
     available-for-sale securities net of taxes and reclassification adjustment.

<PAGE>

1.   Summary of significant accounting policies (continued)

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
     (AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting for Costs of
     Computer  Software  Developed or obtained for Internal Use." The SOP, which
     is effective January 1, 1999,  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 will be
     capitalized on AEFC's financial statements.  As a result, the new rule will
     not have a  material  impact on the  Company's  results  of  operations  or
     financial condition.

     In December 1997,  the AICPA issued 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 will adopt the SOP on January 1, 1999. The Company
     has  historically  carried a balance in other  liabilities  on the  balance
     sheet for potential guaranty fund assessment exposure.  Adoption of the SOP
     will not have a material  impact on the Company's  results of operations or
     financial condition

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative  Instruments and Hedging  Activities,"  which is
     effective  January 1,  2000.  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. Earlier application of all of the provisions of this Statement
     is  encouraged,  but it is permitted only as of the beginning of any fiscal
     quarter that begins after issuance of the Statement.  This Statement cannot
     be applied  retroactively.  The ultimate  financial  impact of the new rule
     will be measured  based on the  derivatives in place at adoption and cannot
     be estimated at this time.

     Reclassification

     Certain 1997 and 1996 amounts have been reclassified to conform to the 1998
     presentation.

<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, 1998 are as follows:
<TABLE>
<CAPTION>
<S>                                              <C>                <C>              <C>            <C>
                                                                       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
                                                     ==========       ========          =======        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1997 are as follows:

                                                                       Gross            Gross
                                                    Amortized       Unrealized       Unrealized          Fair
    Held to maturity                                  Cost              Gains           Losses           Value
    ----------------                             --------------   ----  -------    --   ------      ---- -----
    U.S. Government agency obligations            $      11,120     $      710      $        --     $      11,830
    State and municipal obligations                       3,003            173               --             3,176
    Corporate bonds and obligations                     970,498         38,176            2,763          1005,911
    Mortgage-backed securities                          202,061          1,497            1,367           202,191
                                                   --------------   ----------         --------      ------------
                                                     $1,186,682       $ 40,556          $ 4,130        $1,223,108
                                                     ==========       ========          =======        ==========

    Available for sale
    U.S. Government agency obligations            $       2,077     $       13       $       --      $      2,090
    Corporate bonds and obligations                   1,273,217         52,207            8,020         1,317,404
    Mortgage-backed securities                        1,334,327         33,017            1,039         1,366,305
                                                    -----------       --------          -------         ---------
                                                     $2,609,621        $85,237           $9,059        $2,685,799
                                                     ==========        =======           ======        ==========

</TABLE>


<PAGE>


2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1998 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                $     33,208      $     33,499
    Due from one to five years                  215,010           227,139
    Due from five to ten years                  539,917           562,708
    Due in more than ten years                  100,660           108,173
    Mortgage-backed securities                  192,398           195,213
                                           ------------      ------------
                                             $1,081,193        $1,126,732

                                            Amortized            Fair
    Available for sale                         Cost             Value

    Due in one year or less              $          350    $          358
    Due from one to five years                   96,412           101,441
    Due from five to ten years                  981,556         1,021,961
    Due in more than ten years                  396,558           387,119
    Mortgage-backed securities                1,051,836         1,083,979
                                              ---------         ---------
                                             $2,526,712        $2,594,858

     During the years ended December 31, 1998, 1997 and 1996,  fixed  maturities
     classified  as held to maturity were sold with  amortized  cost of $31,117,
     $29,561 and $27,969, 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 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.Fixed  maturities  available  for sale were sold
     during 1996 with proceeds of $47,542 and gross realized gains and losses of
     $17 and $3,139, respectively.

     At December 31, 1998,  bonds carried at $3,292 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1998,  investments in fixed maturities comprised 82 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  $480 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                              1998             1997
    ----------------------              --   --------     --  ------
    Aaa/AAA                                 $1,242,301        $1,531,588
    Aa/AA                                       45,526            34,167
    Aa/A                                        60,019            69,775
    A/A                                        422,725           421,733
    A/BBB                                      228,656           222,022
    Baa/BBB                                  1,030,874           954,962
    Baa/BB                                      79,687            84,053
    Below investment grade                     498,117           478,003
                                          ------------      ------------
                                            $3,607,905        $3,796,303

     At December  31, 1998,  approximately  94 percent of the  securities  rated
     Aaa/AAA are GNMA, FNMA and FHLMC mortgage-backed securities. No holdings of
     any other  issuer  are  greater  than one  percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1998,  approximately  18 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, 1998                        December 31, 1997
                                            -----------------------                  ---------------------
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           To Purchase           Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    <S>                                     <C>                 <C>               <C>                 <C>
    South Atlantic                          $198,552            $    651          $186,714            $   9,199
    Middle Atlantic                          129,284                 520           128,239               10,167
    East North Central                       134,165               2,211           125,018                6,294
    Mountain                                 113,581                  --            94,061               11,620
    West North Central                       119,380               9,626            96,701               11,135
    New England                               46,103                  --            50,932                   --
    Pacific                                   43,706                  --            33,052                   --
    West South Central                        32,086                  --            19,573                   --
    East South Central                         7,449                  --             7,480                   --
                                           ---------        ------------         ---------         ------------
                                             824,306              13,008           741,770               48,415
    Less allowance for losses                  8,500                  --             3,718                   --
                                          ----------        ------------        ----------         ------------
                                            $815,806             $13,008          $738,052              $48,415
                                            ========             =======          ========              =======

</TABLE>

<PAGE>


2.   Investments (continued)
<TABLE>
<CAPTION>
                                               December 31, 1998                       December 31, 1997
                                              -------------------                     -------------------
    <S>                                   <C>                <C>                 <C>               <C>
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    Department/retail stores                $253,380          $     781           $242,307          $    9,683
    Apartments                               186,030              2,211            189,752              10,167
    Office buildings                         206,285              9,496            169,177               7,262
    Industrial buildings                      82,857                520             60,195              17,430
    Hotels/Motels                             45,552                 --             33,508                  --
    Medical buildings                         33,103                 --             30,103               3,873
    Nursing/retirement homes                   6,731                 --              9,552                  --
    Mixed Use                                 10,368                 --              7,176                  --
                                          ----------       ------------          ---------        ------------
                                             824,306             13,008            741,770              48,415
    Less allowance for losses                  8,500                 --              3,718                  --
                                         -----------        -----------         ----------         -----------
                                            $815,806            $13,008           $738,052             $48,415
                                            ========            =======           ========             =======
</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, 1998, the Company's  recorded  investment in impaired loans
     was $1,932 with an allowance of $500.  At December 31, 1997,  the Company's
     recorded investment in impaired loans was $4,443 with an allowance of $718.
     During 1998 and 1997, the average recorded investment in impaired loans was
     $2,736 and $6,473, respectively.

     The Company  recognized  $251,  $nil and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1998,  1997 and 1996,
     respectively.

     The following table presents changes in the allowance for investment losses
     related to all loans:

                                           1998             1997          1996
                                     -     ----       -     ----    -     ----
    Balance, January 1                     $3,718           $2,370     $    --
    Provision for investment losses         4,782            1,805       2,370
    Loan payoffs                               --             (457)         --
                                       ----------          -------     ---------
    Balance, December 31                   $8,500           $3,718        $2,370
                                           ======           ======        ======

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

                                    1998              1997             1996
                                    -----       --    -----       -    ----
    Interest on fixed maturities    $285,260         $278,736          $230,559
    Interest on mortgage loans        65,351           55,085            41,010
    Interest on cash equivalents         137              704             1,402
    Other                             (2,493)           1,544             1,194
                                   ----------   -------------       -----------
                                     348,255          336,069           274,165
    Less investment expenses           8,036            3,801             2,446
                                   ---------      -----------       -----------
                                    $340,219         $332,268          $271,719
                                    ========         ========          ========


<PAGE>


2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:

                                 1998              1997             1996
                           --    ----       --     ----       --    ----
    Fixed maturities           $    863          $ 1,638           $(2,888)
    Mortgage loans               (4,816)          (1,348)           (2,370)
    Other investments              (835)            (799)               --
                               --------           ------        ----------
                                $(4,788)         $  (509)          $(5,258)
                                =======          =======           =======

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

                                               1998            1997      1996
                                               ----            ----      ----
    Fixed maturities available for sale       $(8,032)       $57,18 8  $(31,970)

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:

                                      1998              1997             1996
                                --    ----       --     ----       --    ----
    Federal income taxes:
      Current                       $ 23,227          $17,668            $7,124
      Deferred                        (9,591)          (2,485)            5,084
                                   ---------         --------           -------
                                      13,636           15,183            12,208

    State income taxes-current           759            1,462               704
                                 -----------        ---------          --------
    Income tax expense              $ 14,395          $16,645           $12,912
                                    ========          =======           =======

     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>

                                                           1998                      1997                     1996
                                                       -----------                --------                  -------
     <S>                                       <C>          <C>         <C>          <C>         <C>          <C>
                                               Provision      Rate      Provision    Rate        Provision    Rate
     Federal income taxes based
       on the statutory rate                    $13,972     35.0%         $15,735    35.0%        $12,507    35.0%
     Increases (decreases) are attributable to :
         Tax-excluded interest                      (35)    (0.1)             (41)   (0.1)            (53)   (0.1)
           State tax, net of federal benefit        493      1.2              956     2.1             459     1.3
     Other, net                                     (35)       --              (5)       --            (1)          --
                                                 ------    ------         -------    ------        ------       ------
     Federal income taxes                       $14,395     36.1%         $16,645    37.0%        $12,912    36.2%
                                                =======     ====          =======    ====         =======    ====
</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:                   1998              1997
                                               ---------         -------
    Policy reserves                               $51,298           $54,468
    Other                                           2,214             1,736
                                                ---------           -------
         Total deferred income tax assets          53,512            56,204
                                                 --------            ------

    Deferred income tax liabilities:
    Deferred policy acquisition costs              52,908            63,630
    Investments                                    23,803            28,175
                                                 --------            ------
         Total deferred income tax liabilities    _76,711            91,805
                                                  -------          --------
         Net deferred income tax liabilities      $23,199           $35,601
                                                  =======           =======

     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 $45,716 and $17,392 as of December
     31,  1998 and  1997,  respectively.  In  addition,  dividends  in excess of
     $37,902 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:

                                       1998              1997            1996
                                    ---------         ---------        -------
    Statutory net income              $ 37,902        $   23,589     $    9,138
    Statutory stockholder's equity     330,588           302,264        250,975

5.   Related party transactions

     On December 31, 1998, the Company  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 $6,651 and $8,400 at December  31,  1998 and 1997,  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  $28,482,  $24,535 and $17,936 for the
     years ended  December 31,  1998,  1997 and 1996,  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 the parent's cost of funds,  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, 1998 or 1997.

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, 1998                              Amount            Amount            Value          Exposure
    -----------------                         -    ------       -    ------      --    -----          --------
      <S>                                        <C>                 <C>              <C>               <C>
      Assets:
        Interest rate caps                       $   900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                       1,000,000            6,651           17,798            17,798
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------     -------------
                                                                      $12,103          $19,316           $19,316
                                                           =          =======          =======           =======

<PAGE>


7.   Derivative financial instruments (continued)

                                                  Notional         Carrying            Fair         Total Credit
    December 31, 1997                              Amount            Amount            Value           Exposure
    -----------------                         -    ------       --   ------      --    -----       --  --------
      Assets:
        Interest rate caps                       $   900,000         $  7,624         $  5,340          $  5,340
        Interest rate floors                       1,000,000            8,400            8,400             8,400
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------      ------------
                                                                      $16,024          $13,740           $13,740
                                                                      =======          =======           =======
</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 2003.

     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,
                                                                1998                              1997
                                                               --------                        --------
    <S>                                                  <C>              <C>            <C>              <C>
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,081,193      $1,126,732      $1,186,682      $1,223,108
       Available for sale                                 2,594,858       2,594,858       2,685,799       2,685,799
    Mortgage loans on real estate (Note 2)                  815,806         874,064         738,052         775,869
    Derivative financial instruments (Note 7)                12,103          19,316          16,024          13,740
    Separate account assets (Note 1)                        123,185         123,185          62,087          62,087

    Financial Liabilities
    Future policy benefits for fixed annuities           $4,152,059      $4,000,789      $4,330,173      $4,152,471
    Separate account liabilities                            123,185         115,879          62,087          58,116

     At December 31, 1998 and 1997, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $14,793 and $13,040,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1998
     and 1997.
</TABLE>

<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 1998 and 1997.

9.   Commitments and contingencies

     A number of lawsuits  have been filed  against life and health  insurers in
     jurisdictions in which the Company conducts  business  involving  insurers'
     sales practices,  alleged agent misconduct,  failure to properly  supervise
     agents, and other matters.  The Company,  along with AEFC and its insurance
     subsidiaries,  has been  named  as a  defendant  in one of  these  types of
     actions.

     The plaintiffs  purport to represent a class  consisting of all persons who
     purchased  policies or contracts  from IDS Life and its  subsidiaries.  The
     complaint   puts   at   issue   various   alleged   sales   practices   and
     misrepresentations,  alleged  breaches  of  fiduciary  duties  and  alleged
     violations  of  consumer  fraud  statutes.  IDS Life  and its  subsidiaries
     believe  they  have  meritorious  defenses  to the  claims  raised  in this
     lawsuit.

The outcome of any litigation cannot be predicted with certainty. In the opinion
of management,  however, the ultimate resolution of this lawsuit should not have
a material adverse effect on the Company's financial position.

<PAGE>

Table of Contents of the Statement of Additional Information

Performance Information                                                p.
Calculating Annuity Payouts                                            p.
Rating Agencies                                                        p.
Principal Underwriter                                                  p.



<PAGE>


Please  check  the  box  to  receive  a  copy  of the  Statement  of  Additional
Information for:

- -- American   Express   Signature   One   Variable   AnnuitySM
- -- 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
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-534

We will mail your request to:

Your name _____________________________________________
Address _______________________________________________
City _____________________ State _________ Zip ________

<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION

                                       for

                  American Enterprise Variable Annuity Account

                                   Feb. 14, 1999

American  Enterprise  Variable Annuity Account is a separate account established
and  maintained  by  American   Enterprise  Life  Insurance   Company  (American
Enterprise Life).

This Statement of Additional Information (SAI) is not a prospectus. It should be
read together with the prospectus  dated the same date as this SAI, which may be
obtained by writing or calling us at the address and telephone number below. The
prospectus is incorporated in this SAI by reference.


American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN  55440-0534
800-333-3437

<PAGE>

                                TABLE OF CONTENTS

Performance Information...........................................p.

Calculating Annuity Payouts.......................................p.

Rating Agencies...................................................p.

Principal Underwriter.............................................p.

Independent Auditors..............................................p.

Financial Statements

<PAGE>

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The  subaccounts  may quote  various  performance  figures  to  illustrate  past
performance.  We base total return and current yield  quotations (if applicable)
on standardized  methods of computing  performance as required by the Securities
and Exchange  Commission  (SEC).  An  explanation of the methods used to compute
performance follows below.

Average Annual Total Return

We will express quotations of average annual total return for the subaccounts in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment  in the  contract  over a period of one,  five and ten years (or,  if
less, up to the life of the subaccounts),  calculated according to the following
formula:

                                  P(1+T)n = ERV

where:         P =  a hypothetical initial payment of $1,000
               T =  average annual total return
               n =  number of years
             ERV =  Ending  Redeemable Value of a hypothetical  $1,000 payment
                    made  at the  beginning  of the  period,  at the  end of the
                    period (or fractional portion thereof)


We  calculated  the  following  performance  figures on the basis of  historical
performance  of  each  fund.  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 exhisted at that time, which it did not.


<PAGE>


Average Annual Total Return  (without  purchase  payment  credits) For Qualified
Annuities Without Withdrawal For Periods Ending Dec. 31, 1999
<TABLE>
<CAPTION>
                                                    Performance Since Commencement of the Fund**


<S>          <C>                                  <C>          <C>        <C>          <C>
                                                                                           Since
Subaccount   Investing In:                        1 Year       5 Years    10 Years     Commencement
- ----------   -------------                        ------       -------    --------     ------------

             AXPSM Variable Portfolio -
               Cash Management Fund (10/81)*       3.59%         3.97%       3.76%         5.43%
               Federal Income Fund (9/99)           --           --          --            0.24
               Managed Fund (4/86)                13.60         16.94       12.31         11.66
               New Dimensions Fund (5/96)         30.59          --          --           24.99
               Small Cap Advantage Fund (9/99)      --           --          --           12.29

* (Commencement date of the funds)

** Current  applicable  charges  deducted  from fund  performance  include a $40
contract  administrative charge, a 0.85% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected.
</TABLE>

<PAGE>

Average Annual Total Return  (without  purchase  payment  credits) For Qualified
Annuities With Withdrawal For Periods Ending Dec. 31, 1999
<TABLE>
<CAPTION>
                                                    Performance Since Commencement of the Fund**

<S>          <C>                                  <C>          <C>        <C>          <C>
                                                                                           Since
Subaccount   Investing In:                        1 Year       5 Years    10 Years     Commencement
- ----------   -------------                        ------       -------    --------     ------------

             AXPSM Variable Portfolio -
               Cash Management Fund (10/81)*      -3.50%         2.92%       3.76%          5.43%
               Federal Income Fund (9/99)           --           --          --            -6.58
               Managed Fund (4/86)                 5.71         16.29       12.31          11.66
               New Dimensions Fund (5/96)         22.59          --          --            23.93
               Small Cap Advantage Fund (9/99)      --           --          --             4.51

* (Commencement date of the funds)

** Current  applicable  charges  deducted  from fund  performance  include a $40
contract  administrative charge, a 0.85% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected.
</TABLE>

<PAGE>

Average Annual Total Return  (without  purchase  payment  credits) For Qualified
Annuities  Without  Withdrawal  and Selection of the Maximum  Anniversary  Value
Death Benefit and  Guaranteed  Minimum  Income  Benefit Rider For Periods Ending
Dec. 31, 1999
<TABLE>
<CAPTION>
                                                    Performance Since Commencement of the Fund**

<S>          <C>                                  <C>          <C>        <C>          <C>
                                                                                           Since
Subaccount   Investing In:                        1 Year       5 Years    10 Years     Commencement
- ----------   -------------                        ------       -------    --------     ------------

             AXPSM Variable Portfolio -
               Cash Management Fund (10/81)*       3.48%         3.87%       3.66%          5.32%
               Federal Income Fund (9/99)           --           --          --             0.21
               Managed Fund (4/86)                13.49         16.83       12.20          11.55
               New Dimensions Fund (5/96)         30.46          --          --            24.87
               Small Cap Advantage Fund (9/99)      --           --          --            12.26

* (Commencement date of the funds)

** Current  applicable  charges  deducted  from fund  performance  include a $40
contract  administrative charge, a 0.85% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected.
</TABLE>

<PAGE>

Average Annual Total Return  (without  purchase  payment  credits) For Qualified
Annuities With Withdrawal and Selection of the Maximum  Anniversary  Value Death
Benefit and Guaranteed  Minimum Income Benefit Rider For Periods Ending Dec. 31,
1999
<TABLE>
<CAPTION>
                                                    Performance Since Commencement of the Fund**

<S>          <C>                                  <C>          <C>        <C>          <C>
                                                                                           Since
Subaccount   Investing In:                        1 Year       5 Years    10 Years     Commencement
- ----------   -------------                        ------       -------    --------     ------------

             AXPSM Variable Portfolio -
               Cash Management Fund (10/81)*      -4.31%         2.75%       3.66%         5.31%
               Federal Income Fund (9/99)           --           --          --           -7.31
               Managed Fund (4/86)                 5.49         16.10       12.20         11.53
               New Dimensions Fund (5/96)         22.46          --          --           23.70
               Small Cap Advantage Fund (9/99)      --           --          --            3.92

* (Commencement date of the funds)

** Current  applicable  charges  deducted  from fund  performance  include a $40
contract  administrative charge, a 0.85% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected.
</TABLE>

<PAGE>

Average Annual Total Return (without purchase payment credits) For Non-Qualified
Annuities Without Withdrawal For Periods Ending Dec. 31, 1999
<TABLE>
<CAPTION>
                                                    Performance Since Commencement of the Fund**

<S>          <C>                                  <C>          <C>        <C>          <C>
                                                                                           Since
Subaccount   Investing In:                        1 Year       5 Years    10 Years     Commencement
- ----------   -------------                        ------       -------    --------     ------------

             AXPSM Variable Portfolio -
               Cash Management Fund (10/81)*       3.33%         3.71%       3.50%         5.17%
               Federal Income Fund (9/99)           --           --          --            0.16
               Managed Fund (4/86)                13.32         16.65       12.03         11.38
               New Dimensions Fund (5/96)         30.26          --          --           24.68
               Small Cap Advantage Fund (9/99)      --           --          --           12.20

* (Commencement date of the funds)

** Current  applicable  charges  deducted  from fund  performance  include a $40
contract  administrative charge, a 1.10% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected.
</TABLE>

<PAGE>

Average Annual Total Return (without purchase payment credits) For Non-Qualified
Annuities With Withdrawal For Periods Ending Dec. 31, 1999

<TABLE>
<CAPTION>
                                                    Performance Since Commencement of the Fund**

<S>          <C>                                  <C>          <C>        <C>          <C>
                                                                                           Since
Subaccount   Investing In:                        1 Year       5 Years    10 Years     Commencement
- ----------   -------------                        ------       -------    --------     ------------

             AXPSM Variable Portfolio -
               Cash Management Fund (10/81)*      -4.14%        2.65%       3.50%          5.17%
               Federal Income Fund (9/99)           --           --          --           -7.05
               Managed Fund (4/86)                 5.32        16.00       12.03          11.38
               New Dimensions Fund (5/96)         22.26          --          --           23.61
               Small Cap Advantage Fund (9/99)      --           --          --            4.20

* (Commencement date of the funds)

** Current  applicable  charges  deducted  from fund  performance  include a $40
contract  administrative charge, a 1.10% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected.
</TABLE>

<PAGE>

Average Annual Total Return (without purchase payment credits) For Non-Qualified
Annuities  Without  Withdrawal  and Selection of the Maximum  Anniversary  Value
Death Benefit and  Guaranteed  Minimum  Income Benefit Riders For Periods Ending
Dec. 31, 1999

<TABLE>
<CAPTION>
                                                    Performance Since Commencement of the Fund**

<S>          <C>                                  <C>          <C>        <C>          <C>
                                                                                           Since
Subaccount   Investing In:                        1 Year       5 Years    10 Years     Commencement
- ----------   -------------                        ------       -------    --------     ------------

             AXPSM Variable Portfolio -
               Cash Management Fund (10/81)*       3.22%        3.61%        3.40%         5.06%
               Federal Income Fund (9/99)           --           --          --            0.13
               Managed Fund (4/86)                13.20        16.53        11.92         11.27
               New Dimensions Fund (5/96)         30.13          --          --           24.56
               Small Cap Advantage Fund (9/99)      --           --          --           12.17

* (Commencement date of the funds)

** Current  applicable  charges  deducted  from fund  performance  include a $40
contract  administrative charge, a 1.10% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected.
</TABLE>

<PAGE>

Average Annual Total Return (without purchase payment credits) For Non-Qualified
Annuities With Withdrawal and Selection of the Maximum  Anniversary  Value Death
Benefit and Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31,
1999

<TABLE>
<CAPTION>
                                                    Performance Since Commencement of the Fund**

<S>          <C>                                  <C>          <C>        <C>          <C>
                                                                                           Since
Subaccount   Investing In:                        1 Year       5 Years    10 Years     Commencement
- ----------   -------------                        ------       -------    --------     ------------

             AXPSM Variable Portfolio -
               Cash Management Fund (10/81)*      -4.23%         2.47%       3.40%         5.04%
               Federal Income Fund (9/99)           --           --          --           -7.39
               Managed Fund (4/86)                 5.20         15.80       11.92         11.25
               New Dimensions Fund (5/96)         22.13          --          --           23.38
               Small Cap Advantage Fund (9/99)      --           --          --            3.83

* (Commencement date of the funds)

** Current  applicable  charges  deducted  from fund  performance  include a $40
contract  administrative charge, a 1.10% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected.
</TABLE>

<PAGE>

Cumulative Total Return

Cumulative  total return  represents  the  cumulative  change in the value of an
investment for a given period (reflecting change in a subaccount's  accumulation
unit value). We compute cumulative total return by using the following formula:

                                        ERV - P
                                           P

where:                P =  a hypothetical initial payment of $1,000
                    ERV =  Ending  Redeemable  Value of a hypothetical  $1,000
                           payment made at the  beginning of the period,  at the
                           end of the period (or fractional portion thereof)

Total  return  figures  reflect the  deduction  of the  withdrawal  charge which
assumes you withdraw the entire  contract  value at the end of the one, five and
ten year periods (or, if less,  up to the life of the  subaccount).  We also may
show  performance  figures  without the  deduction  of a withdrawal  charge.  In
addition,  total return  figures  reflect the deduction of all other  applicable
charges  including  the contract  administrative  charge,  the variable  account
administrative  charge,  the Guaranteed Minimum Income Benefit Rider fee and the
mortality and expense risk fee.

Calculation of Yield for Subaccounts Investing in Money Market Funds

Annualized Simple Yield

For  subaccounts  investing in money market funds,  we base quotations of simple
yield on:
         (a)      the  change  in  the  value  of  a   hypothetical   subaccount
                  (exclusive of capital changes and income other than investment
                  income) at the beginning of a particular seven-day period:
         (b)      less, a pro rata share of the subaccount expenses accrued over
                  the period;
         (c)      dividing the  difference by the value of the subaccount at the
                  beginning of the period to obtain the base period return; and
         (d)      multiplying the base period return by 365/7.

The subaccount's value includes:
o any declared dividends;
o the value of any shares purchased with dividends paid during the period; and
o any dividends declared for such shares.

It does not include:
o the effect of any applicable withdrawal charge; or
o any realized or unrealized gains or losses.

Annualized Compound Yield

We calculate  compound yield using the base period return described above, which
we then compound according to the following formula:

Compound Yield = [(Base Period Return + 1)365/7] - 1

You must consider  (when  comparing an investment  in  subaccounts  investing in
money market funds with fixed  annuities)  that fixed annuities often provide an
agreed-to  or  guaranteed  yield  for a  stated  period  of  time,  whereas  the
subaccount's  yield  fluctuates.  In comparing the yield of the  subaccount to a
money market fund, you should consider the different  services that the contract
provides.

<PAGE>

Annualized Yield for Subaccounts Investing in Income Funds

For the  subaccounts  investing in income funds,  we base quotations of yield on
all investment  income earned during a particular  30-day period,  less expenses
accrued during the period (net investment income) and compute it by dividing net
investment  income per accumulation unit by the value of an accumulation unit on
the last day of the period, according to the following formula:

                                        YIELD = 2[(  a-b  + 1)6 - 1]
                                                     cd

where:     a =  dividends and investment income earned during the period
           b =  expenses accrued for the period (net of reimbursements)
           c =  the  average  daily  number of  accumulation  units
                outstanding  during the period that were  entitled to
                receive dividends
           d =  the maximum offering price per accumulation unit on
                the last day of the period

The subaccount earns yield from the increase in the net asset value of shares of
the fund in which it invests and from  dividends  declared and paid by the fund,
which are automatically invested in shares of the fund.

The yield on the subaccount's accumulation unit may fluctuate daily and does not
provide a basis for determining future yields.

Independent rating or statistical services or publishers or publications such as
those listed  below may quote  subaccount  performance,  compare it to rankings,
yields or returns,  or use it in variable  annuity  accumulation  or  settlement
illustrations they publish or prepare.

         The Bank Rate Monitor  National  Index,  Barron's,  Business  Week, CDA
         Technologies,  Donoghue's Money Market Fund Report,  Financial Services
         Week,  Financial  Times,  Financial  World,  Forbes,   Fortune,  Global
         Investor,   Institutional  Investor,   Investor's  Daily,   Kiplinger's
         Personal  Finance,  Lipper  Analytical  Services,  Money,  Morningstar,
         Mutual  Fund  Forecaster,   Newsweek,  The  New  York  Times,  Personal
         Investor,  Stanger Report, Sylvia Porter's Personal Finance, USA Today,
         U.S. News and World Report,  The Wall Street  Journal and  Wiesenberger
         Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

The Variable Account

We do the following  calculations  separately for each of the subaccounts of the
variable  account.  The separate monthly payouts,  added together,  make up your
total variable annuity payout.

Initial Payout: To compute your first monthly payment, we:

o determine the dollar value of your  contract as of the valuation  date that
  falls on (or closest to the  valuation  date that falls before) the seventh
  calendar  day before the  retirement  date and then  deduct any  applicable
  premium tax; then
o apply the result to the annuity  table  contained  in the  contract or another
  table at least as favorable.

The annuity table shows the amount of the first monthly  payment for each $1,000
of value which depends on factors built into the table, as described below.

<PAGE>

Annuity Units: We then convert the value of your subaccount to annuity units. To
compute the number of units credited to you, we divide the first monthly payment
by the annuity  unit value (see below) on the  valuation  date that falls on (or
closest to the valuation date that falls before) the seventh calendar day before
the retirement  date. The number of units in your subaccount is fixed. The value
of the units fluctuates with the performance of the underlying fund.

Subsequent Payouts: To compute later payouts, we multiply:

o    the annuity unit value on the  valuation  date that falls on (or closest to
     the valuation  date that falls before) the seventh  calendar day before the
     payout is due; by
o    the fixed number of annuity units credited to you.

Annuity Unit Values: We originally set this value at $1 for each subaccount.  To
calculate later values we multiply the last annuity value by the product of:

o    the net investment factor; and
o    the neutralizing factor.

The  purpose of the  neutralizing  factor is to offset the effect of the assumed
rate built into the annuity table.  With an assumed  investment  rate of 5%, the
neutralizing factor is 0.999866 for a one day valuation period.

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 Death Benefit
     Rider fee (if selected) from the result.

Because the net asset value of the fund may fluctuate, the net investment factor
may be greater or less than one,  and the  annuity  unit value may  increase  or
decrease. You bear this investment risk in a variable subaccount.

The One-Year Fixed Account

We guarantee your fixed annuity payout  amounts.  Once  calculated,  your payout
will remain the same and never change. To calculate your annuity payouts we:

o take the value of your one-year fixed account at the retirement date or the
  date you selected to begin receiving your annuity payouts; then
o using an annuity  table,  we apply the value  according to the annuity  payout
  plan you select.

The annuity payout table we use will be the one in effect at the time you choose
to begin  your  annuity  payouts.  The  values in the table  will be equal to or
greater than the table in your contract.

<PAGE>

RATING AGENCIES

The  following  chart  reflects the ratings  given to us by  independent  rating
agencies.  These  agencies  evaluate the financial  soundness and  claims-paying
ability of  insurance  companies  based on a number of different  factors.  This
information  does not relate to the management or performance of the subaccounts
of the  contract.  This  information  relates  only to our  general  account and
reflects our ability to make annuity payouts and to pay death benefits and other
distributions from the contract.

    Rating Agency              Rating

      A.M. Best                  A+
                             (Superior)
- -----------------------

    Duff & Phelps               AAA
- -----------------------

       Moody's                  Aa2

PRINCIPAL UNDERWRITER

The  principal  underwriter  for the  contract  is  American  Express  Financial
Advisors Inc. (AEFA) which offers the contract on a continuous basis.

The contract is new and, therefore,  we have not received any withdrawal charges
or paid any commissions.

INDEPENDENT AUDITORS

The  financial  statements  appearing  in this SAI have been  audited by Ernst &
Young LLP (1400 Pillsbury Center, 200 South Sixth Street, Minneapolis, MN 55402)
independent auditors, as stated in their report appearing herein.

FINANCIAL STATEMENTS

[To be filed by amendment]

<PAGE>
                             STATEMENT OF ADDITIONAL INFORMATION

                                       for

                AMERICAN EXPRESS SIGNATURE ONE VARIABLE ANNUITYSM

                  American Enterprise Variable Annuity Account

                                   Feb. 14, 2000

American  Enterprise  Variable Annuity Account is a separate account established
and  maintained  by  American   Enterprise  Life  Insurance   Company  (American
Enterprise Life).

This Statement of Additional Information (SAI) is not a prospectus. It should be
read together with the prospectus  dated the same date as this SAI, which may be
obtained by writing or calling us at the address and telephone number below. The
prospectus is incorporated in this SAI by reference.


American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN  55440-0534
800-333-3437

<PAGE>


                                TABLE OF CONTENTS

Performance Information........................................p.

Calculating Annuity Payouts....................................p.

Rating Agencies................................................p.

Principal Underwriter..........................................p.

<PAGE>


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The  subaccounts  may quote  various  performance  figures  to  illustrate  past
performance.  We base total return and current yield  quotations (if applicable)
on standardized  methods of computing  performance as required by the Securities
and Exchange  Commission  (SEC).  An  explanation of the methods used to compute
performance follows below.

Average Annual Total Return

We will express quotations of average annual total return for the subaccounts in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment  in the  contract  over a period of one,  five and ten years (or,  if
less, up to the life of the subaccounts),  calculated according to the following
formula:

                                  P(1+T)n = ERV

where:         P =  a hypothetical initial payment of $1,000
               T =  average annual total return
               n =  number of years
             ERV =  Ending  Redeemable Value of a hypothetical  $1,000 payment
                    made  at the  beginning  of the  period,  at the  end of the
                    period (or fractional portion thereof)

We  calculated  the  following  performance  figures on the basis of  historical
performance of each fund. Currently,  we do not show any performance information
for the subaccounts  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.  Past  performance  does not
guarantee future results.

<PAGE>

Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
Without Withdrawal For Periods Ending Dec. 31, 1998

<TABLE>
<CAPTION>

                                                                           Performance Since
                                                                       Commencement of the Fund*
                                                                                               Since
Subaccount    Investing In:                                   1 Year  5 Years  10 Years     Commencement
- ----------    -------------                                   ------  -------  --------     ------------
<S>           <C>                                             <C>      <C>       <C>          <C>
              AXPSM VARIABLE PORTFOLIO
SBCA1            Blue Chip Advantage Fund+                     --%      --%       --%           --%
SBND1            Bond Fund (10/81)**                          -0.16%    5.04%    7.15%         9.45%
SCAR1            Capital Resource Fund (10/81)                22.09    14.66     13.93         13.66
SCMG1            Cash Management Fund (10/81)                  3.42     3.22     3.61           4.95
SDEI1            Diversified Equity Income Fund+                --       --       --             --
SEXI1            Extra Income Fund (5/96)                     -5.98      --       --            3.52
SFDI1            Federal Income Fund+                           --       --       --             --
SGRO1            Growth Fund+                                   --       --       --             --
SMGD1            Managed Fund (4/86)                          13.90    12.07     12.69         10.89
SNDM1            New Dimensions Fund ( 5/96)                  26.55      --       --           22.27
SSCA1            Small Cap Advantage Fund+                      --       --       --             --

              AIM V.I.
SCAP1            Capital Appreciation Fund (5/93)             17.37    15.32      --           16.82
SCDV1            Capital Development Fund (5/98)                --       --       --           -8.59
SVAL1            Value Fund (5/93)                            30.22    19.72      --           19.90

              ALLIANCE VP
SPGR1            Premier Growth Portfolio (Class B) (7/99)+     --       --       --             --
STEC1            Technology Portfolio (Class B) (9/99)+         --       --       --             --
SUGH1            U.S. Government/High Grade Securities          --       --       --             --
                 Portfolio (Class B) (6/99)+

              BARON
SCAS1            Capital Asset Fund (10/98)                     --       --       --           33.18

              FIDELITY VIP
SGRI1            III Growth & Income Portfolio (Service       27.17      --       --           26.93
                 Class) (12/96)
SMDC1            III Mid Cap Portfolio                          --       --       --            3.03
                 (Service Class) (12/98)
SOVS1            Overseas Portfolio (Service Class) (12/87)    4.74     4.81     6.67           6.77

              FRANKLIN TEMPLETON VIP TRUST                      --       --       --             --
SMSS1            Mutual Shares Securities Fund -              -1.58      --       --            7.81
                 Class 2 (11/96)***
SRES1            Franklin Real Estate Securities Fund -       -18.21    8.22      --            8.50
                 Class 2 (1/89)***
SISC1            Templeton International Smaller Companies    -13.66     --       --           -2.30
                 Fund - Class 2 (11/95)***

*Current applicable charges deducted from fund performance include a $40 contract administrative charge,
a 1.45% mortality and expense risk fee and a 0.15% variable account administrative charge. Premium taxes
are not reflected in these total returns.

+Had not commenced operations as of Dec. 31, 1998.

**(Commencement date of the Fund.)

***Because no Class 2 shares were issued as of Dec. 31, 1998, Class 2 performance represents the
historical performance results of Class 1 shares. Performance of Class 2 shares for periods after its
Jan. 6, 1999 inception will reflect Class 2's additional 12b-1 fee expense, which also affects all future
performance.

</TABLE>

<PAGE>


Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
Without Withdrawal For Periods Ending Dec. 31, 1998 (continued)

<TABLE>
<CAPTION>

                                                                                Performance Since
                                                                            Commencement of the Fund*
                                                                                                   Since
Subaccount    Investing In:                                       1 Year 5 Years  10 Years      Commencement
- ----------    -------------                                       ------ -------  --------      ------------
<S>           <C>                                                  <C>     <C>      <C>            <C>
              GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
SCGR1            Capital Growth Fund (4/98)**                       --%     --%      --%           12.14%
SUSE1            CORESM U.S. Equity Fund (2/98)                     --      --       --            12.96
SGLI1            Global Income Fund (1/98)                          --      --       --             6.61
SIEQ1            International Equity Fund (1/98)                   --      --       --            18.17

              JANUS ASPEN SERIES
SGIP1            Growth Portfolio: Service Shares+                  --      --       --              --
SAGP1            aggressive Growth Portfolio: Service Shares+       --      --       --              --
SINT1            International Growth Portfolio: Service Shares+    --      --       --              --

              J.P. MORGAN
SUDE1            U.S. Disciplined Equity Portfolio (12/94)        20.80     --       --            23.98

              LAZARD RETIREMENT
SREQ1            Equity Portfolio (3/98)                            --      --       --             9.45
SRIE1            International Equity Portfolio (9/98)              --      --       --            11.67

              MFS INVESTMENT MANAGEMENT(R)
SNDS1            New Discovery Series (4/98)                        --      --       --             1.05
SRSS1            Research Series (7/95)                           21.40     --       --            20.63
SUTS1            Utilities Series (1/95)                          16.15     --       --            23.37

              ROYCE
SMCC1            Micro-Cap Portfolio (12/96)                       2.27     --       --            10.44
SPRM1            Premier Portfolio (12/96)                         7.04     --       --            11.05

              THIRD AVENUE VARIABLE SERIES TRUST
SVLU1            Value Portfolio+                                   --      --       --              --

              WANGER
SISM1            International Small Cap (5/95)                   14.44     --       --            19.44
SUSC2            U.S. Small Cap (5/95)                             6.91     --       --            24.82

              WARBURG PINCUS TRUST
SEGR1            Emerging Growth Portfolio (9/99)+                  --      --       --              --

              WELLS FARGO
SEQI1            Equity Income Fund (5/96)                        16.51     --       --            18.88

*Current applicable charges deducted from fund performance include a $40 contract administrative charge,
a 1.45% mortality and expense risk fee and a 0.15% variable account administrative charge. Premium taxes
are not reflected in these total returns.

**(Commencement date of the Fund.)

+Had not commenced operations as of Dec. 31, 1998.

</TABLE>

<PAGE>

Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
With Withdrawal For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                                           Performance Since
                                                                       Commencement of the Fund*
                                                                                               Since
Subaccount    Investing In:                                   1 Year  5 Years  10 Years     Commencement
- ----------    -------------                                   ------  -------  --------     ------------
<S>           <C>                                             <C>      <C>       <C>           <C>
              AXPSM VARIABLE PORTFOLIO
SBCA1            Blue Chip Advantage Fund+                     --%      --%       --%           --%
SBND1            Bond Fund (10/81)**                          -7.35     3.86     7.15           9.45
SCAR1            Capital Resource Fund (10/81)                14.09    13.84     13.93         13.66
SCMG1            Cash Management Fund (10/81)                 -4.06     1.95     3.61           4.95
SDEI1            Diversified Equity Income Fund+                --       --       --             --
SEXI1            Extra Income Fund (5/96)                     -12.70     --       --            0.70
SFDI1            Federal Income Fund+                           --       --       --             --
SGRO1            Growth Fund+                                   --       --       --             --
SMGD1            Managed Fund (4/86)                           5.90    11.17     12.69         10.89
SNDM1            New Dimensions Fund ( 5/96)                  18.55      --       --           20.09
SSCA1            Small Cap Advantage Fund+                      --       --       --             --

              AIM V.I.
SCAP1            Capital Appreciation Fund (5/93)              9.37    14.51      --           16.30
SCDV1            Capital Development Fund (5/98)                --       --       --           -15.10
SVAL1            Value Fund (5/93)                            22.22    19.03      --           19.44

              ALLIANCE VP
SPGR1            Premier Growth Portfolio (Class B) (7/99)+     --       --       --             --
STEC1            Technology Portfolio (Class B) (9/99)+         --       --       --             --
SUGH1            U.S. Government/High Grade Securities          --       --       --             --
                 Portfolio (Class B) (6/99)+

              BARON
SCAS1            Capital Asset Fund (10/98)                     --       --       --           25.18

              FIDELITY VIP
SGRI1            III Growth & Income Portfolio (Service       19.17      --       --           23.74
                 Class) (12/96)
SMDC1            III Mid Cap Portfolio                          --       --       --           -4.41
                 (Service Class) (12/98)
SOVS1            Overseas Portfolio (Service Class) (12/87)   -2.84     3.63     6.67           6.77

              FRANKLIN TEMPLETON VIP TRUST                      --       --       --             --
SMSS1            Mutual Shares Securities Fund -              -8.66      --       --            4.36
                 Class 2 (11/96)***
SRES1            Franklin Real Estate Securities Fund -       -23.95    7.18      --            8.50
                 Class 2 (1/89)***
SISC1            Templeton International Smaller Companies    -19.77     --       --           -4.64
                 Fund - Class 2 (11/95)***

*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected in these total returns.


+Had not commenced operations as of Dec. 31, 1998.

**(Commencement date of the Fund.)

***Because  no  Class  2  shares  were  issued  as of  Dec.  31,  1998,  Class 2
performance  represents  the historical  performance  results of Class 1 shares.
Performance  of Class 2 shares for periods after its Jan. 6, 1999 inception will
reflect Class 2's  additional  12b-1 fee expense,  which also affects all future
performance.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
With Withdrawal For Periods Ending Dec. 31, 1998 (continued)

                                                                               Performance Since
                                                                           Commencement of the Fund*
                                                                                                   Since
Subaccount    Investing In:                                       1 Year  5 Years  10 Years    Commencement
- ----------    -------------                                       ------  -------  --------    ------------
<S>           <C>                                                   <C>    <C>        <C>         <C>
              GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
SCGR1            Capital Growth Fund (4/98)**                       --%     --%       --%          4.14%
SUSE1            CORESM U.S. Equity Fund (2/98)                     --      --        --           4.96
SGLI1            Global Income Fund (1/98)                          --      --        --          -1.12
SIEQ1            International Equity Fund (1/98)                   --      --        --          10.17

              JANUS ASPEN SERIES
SGIP1            Growth Portfolio: Service Shares+                  --      --        --            --
SAGP1            aggressive Growth Portfolio: Service Shares+       --      --        --            --
SINT1            International Growth Portfolio: Service Shares+    --      --        --            --

              J.P. MORGAN
SUDE1            U.S. Disciplined Equity Portfolio (12/94)        12.80     --        --           23.06

              LAZARD RETIREMENT
SREQ1            Equity Portfolio (3/98)                            --      --        --           1.49
SRIE1            International Equity Portfolio (9/98)              --      --        --           3.67

              MFS INVESTMENT MANAGEMENT(R)
SNDS1            New Discovery Series (4/98)                        --      --        --           -6.24
SRSS1            Research Series (7/95)                           13.40     --        --           19.12
SUTS1            Utilities Series (1/95)                           8.15     --        --           22.29

              ROYCE
SMCC1            Micro-Cap Portfolio (12/96)                      -5.11     --        --           6.76
SPRM1            Premier Portfolio (12/96)                        -0.72     --        --           7.39

              THIRD AVENUE VARIABLE SERIES TRUST
SVLU1            Value Portfolio+                                   --      --        --            --

              WANGER
SISM1            International Small Cap (5/95)                    6.44     --        --           18.06
SUSC1            U.S. Small Cap (5/95)                            -0.84     --        --           23.60

              WARBURG PINCUS TRUST
SEGR1            Emerging Growth Portfolio (9/99)+                  --      --        --            --

              WELLS FARGO
SEQI1            Equity Income Fund (5/96)                         8.51     --        --           16.58

*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected in these total returns.

**(Commencement date of the Fund.)

+Had not commenced operations as of Dec. 31, 1998.

</TABLE>

<PAGE>

Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
Without  Withdrawal and Selection of the Guaranteed Minimum Income Benefit Rider
(6% Accumulation Benefit Base) For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>
                                                                           Performance Since
                                                                       Commencement of the Fund*
                                                                                               Since
Subaccount    Investing In:                                   1 Year  5 Years  10 Years     Commencement
- ----------    -------------                                   ------  -------  --------     ------------
<S>           <C>                                             <C>      <C>       <C>           <C>
              AXPSM VARIABLE PORTFOLIO
SBCA1            Blue Chip Advantage Fund+                     --%      --%       --%           --%
SBND1            Bond Fund (10/81)**                          -0.53     4.71     6.83           9.12
SCAR1            Capital Resource Fund (10/81)                21.67    14.32     13.59         13.32
SCMG1            Cash Management Fund (10/81)                  3.04     2.90     3.30           4.63
SDEI1            Diversified Equity Income Fund+                --       --       --             --
SEXI1            Extra Income Fund (5/96)                     -6.35      --       --            3.18
SFDI1            Federal Income Fund+                           --       --       --             --
SGRO1            Growth Fund+                                   --       --       --             --
SMGD1            Managed Fund (4/86)                          13.50    11.74     12.35         10.55
SNDM1            New Dimensions Fund ( 5/96)                  26.11      --       --           21.88
SSCA1            Small Cap Advantage Fund+                      --       --       --             --

              AIM V.I.
SCAP1            Capital Appreciation Fund (5/93)             16.96    14.97      --           16.46
SCDV1            Capital Development Fund (5/98)                --       --       --           -8.95
SVAL1            Value Fund (5/93)                            29.76    19.36      --           19.53


              ALLIANCE VP
SPGR1            Premier Growth Portfolio (Class B) (7/99)+     --       --       --             --
STEC1            Technology Portfolio (Class B) (9/99)+         --       --       --             --
SUGH1            U.S. Government/High Grade Securities          --       --       --             --
                 Portfolio (Class B) (6/99)+

              BARON
SCAS1            Capital Asset Fund (10/98)                     --       --       --           32.71

              FIDELITY VIP
SGRI1            III Growth & Income Portfolio (Service       26.72      --       --           26.52
                 Class) (12/96)
SMDC1            III Mid Cap Portfolio                          --       --       --            2.67
                 (Service Class) (12/98)
SOVS1            Overseas Portfolio (Service Class) (12/87)    4.37     4.49     6.35           6.44

              FRANKLIN TEMPLETON VIP TRUST                      --       --       --             --
SMSS1            Mutual Shares Securities Fund -              -1.95      --       --            7.46
                 Class 2 (11/96)***
SRES1            Franklin Real Estate Securities Fund -       -18.58    7.87      --            8.16
                 Class 2 (1/89)***
SISC1            Templeton International Smaller Companies    -14.03     --       --           -2.64
                 Fund - Class 2 (11/95)***


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable account  administrative  charge and a 0.35%  Guaranteed  Minimum Income
Benefit  Rider  (6%  Accumulation  Benefit  Base)  fee.  Premium  taxes  are not
reflected in these total returns.

+Had not commenced  operations as of Dec. 31, 1998.

**(Commencement  date of the  Fund.)

***Because  no  Class  2  shares  were  issued  as of  Dec.  31,  1998,  Class 2
performance  represents  the historical  performance  results of Class 1 shares.
Performance  of Class 2 shares for periods after its Jan. 6, 1999 inception will
reflect Class 2's  additional  12b-1 fee expense,  which also affects all future
performance.

</TABLE>

<PAGE>

Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
Without  Withdrawal and Selection of the Guaranteed Minimum Income Benefit Rider
(6% Accumulation Benefit Base) For Periods Ending Dec. 31, 1998 (continued)

<TABLE>
<CAPTION>
                                                                                Performance Since
                                                                            Commencement of the Fund*
                                                                                                   Since
Subaccount    Investing In:                                        1 Year 5 Years  10 Years    Commencement
- ----------    -------------                                        ------ -------  --------    ------------
<S>           <C>                                                   <C>      <C>     <C>          <C>
              GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
SCGR1            Capital Growth Fund (4/98)**                        --%     --%      --%          11.75%
SUSE1            CORESM U.S. Equity Fund (2/98)                      --      --       --           12.57
SGLI1            Global Income Fund (1/98)                           --      --       --           6.24
SIEQ1            International Equity Fund (1/98)                    --      --       --           17.76


              JANUS ASPEN SERIES
SGIP1            Growth Portfolio: Service Shares+                   --      --       --            --
SAGP1            aggressive Growth Portfolio: Service Shares+        --      --       --            --
SINT1            International Growth Portfolio: Service Shares+     --      --       --            --

              J.P. MORGAN
SUDE1            U.S. Disciplined Equity Portfolio (12/94)         20.38     --       --           23.60

              LAZARD RETIREMENT
SREQ1            Equity Portfolio (3/98)                             --      --       --           9.06
SRIE1            International Equity Portfolio (9/98)               --      --       --           11.28

              MFS INVESTMENT MANAGEMENT(R)
SNDS1            New Discovery Series (4/98)                         --      --       --           0.68
SRSS1            Research Series (7/95)                            20.97     --       --           20.25
SUTS1            Utilities Series (1/95)                           15.75     --       --           22.98

              ROYCE
SMCC1            Micro-Cap Portfolio (12/96)                        1.90     --       --           10.09
SPRM1            Premier Portfolio (12/96)                          6.67     --       --           10.69

              THIRD AVENUE VARIABLE SERIES TRUST
SVLU1            Value Portfolio+                                    --      --       --            --

              WANGER
SISM1            International Small Cap (5/95)                    14.04     --       --           19.05
SUSC1            U.S. Small Cap (5/95)                              6.53     --       --           24.42

              WARBURG PINCUS TRUST
SEGR1            Emerging Growth Portfolio (9/99)+                   --      --       --            --

              WELLS FARGO
SEQI1            Equity Income Fund (5/96)                         16.10     --       --           18.50


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable account  administrative  charge and a 0.35%  Guaranteed  Minimum Income
Benefit  Rider  (6%  Accumulation  Benefit  Base)  fee.  Premium  taxes  are not
reflected in these total  returns.

**(Commencement  date of the Fund.)

+Had not commenced operations as of Dec. 31, 1998.

</TABLE>

<PAGE>

Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
With Withdrawal and Selection of the Guaranteed Minimum Income Benefit Rider (6%
Accumulation Benefit Base) For Periods Ending Dec. 31, 1998

<TABLE>
<CAPTION>
                                                                           Performance Since
                                                                       Commencement of the Fund*
                                                                                               Since
Subaccount    Investing In:                                   1 Year  5 Years  10 Years     Commencement
- ----------    -------------                                   ------  -------  --------     ------------
<S>           <C>                                             <C>      <C>       <C>          <C>
              AXPSM VARIABLE PORTFOLIO
SBCA1            Blue Chip Advantage Fund+                     --%      --%       --%           --%
SBND1            Bond Fund (10/81)**                          -7.72     3.52     6.83           9.12
SCAR1            Capital Resource Fund (10/81)                13.67    13.49     13.59         13.32
SCMG1            Cash Management Fund (10/81)                 -4.43     1.62     3.30           4.63
SDEI1            Diversified Equity Income Fund+                --       --       --             --
SEXI1            Extra Income Fund (5/96)                     -13.07     --       --            0.35
SFDI1            Federal Income Fund+                           --       --       --             --
SGRO1            Growth Fund+                                   --       --       --             --
SMGD1            Managed Fund (4/86)                           5.50    10.82     12.35         10.55
SNDM1            New Dimensions Fund ( 5/96)                  18.11      --       --           19.69
SSCA1            Small Cap Advantage Fund+                      --       --       --             --

              AIM V.I.
SCAP1            Capital Appreciation Fund (5/93)              8.96    14.16      --           15.93
SCDV1            Capital Development Fund (5/98)                --       --       --           -15.47
SVAL1            Value Fund (5/93)                            21.76    18.67      --           19.06

              ALLIANCE VP
SPGR1            Premier Growth Portfolio (Class B) (7/99)+     --       --       --             --
STEC1            Technology Portfolio (Class B) (9/99)+         --       --       --             --
SUGH1            U.S. Government/High Grade Securities          --       --       --             --
                 Portfolio (Class B) (6/99)+

              BARON
SCAS1            Capital Asset Fund (10/98)                     --       --       --           24.71

              FIDELITY VIP
SGRI1            III Growth & Income Portfolio (Service       18.72      --       --           23.32
                 Class) (12/96)
SMDC1            III Mid Cap Portfolio                          --       --       --           -4.77
                 (Service Class) (12/98)
SOVS1            Overseas Portfolio (Service Class) (12/87)   -3.21     3.29     6.35           6.44

              FRANKLIN TEMPLETON VIP TRUST
SMSS1            Mutual Shares Securities Fund -              -9.03      --       --            4.00
                 Class 2 (11/96)***
SRES1            Franklin Real Estate Securities Fund -       -24.32    6.82      --            8.16
                 Class 2 (1/89)***
SISC1            Templeton International Smaller Companies    -20.14     --       --           -4.98
                 Fund - Class 2 (11/95)***


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge,  a 0.35%  Guaranteed  Minimum  Income
Benefit  Rider (6%  Accumulation  Benefit  Base) fee and  applicable  withdrawal
charges.  Premium  taxes are not  reflected  in these  total  returns.

+Had not commenced  operations  as of Dec. 31, 1998.

**(Commencement  date of the Fund.)

***Because  no  Class  2  shares  were  issued  as of  Dec.  31,  1998,  Class 2
performance  represents  the historical  performance  results of Class 1 shares.
Performance  of Class 2 shares for periods after its Jan. 6, 1999 inception will
reflect Class 2's  additional  12b-1 fee expense,  which also affects all future
performance.

</TABLE>

<PAGE>

Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
With Withdrawal and Selection of the Guaranteed Minimum Income Benefit Rider (6%
Accumulation Benefit Base) For Periods Ending Dec. 31, 1998 (continued)

<TABLE>
<CAPTION>
                                                                              Performance Since
                                                                          Commencement of the Fund*
                                                                                                 Since
Subaccount    Investing In:                                       1 Year 5 Years  10 Years    Commencement
- ----------    -------------                                       ------ -------  --------    ------------
<S>           <C>                                                   <C>     <C>     <C>          <C>
              GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
SCGR1            Capital Growth Fund (4/98)**                       --%     --%      --%          3.75%
SUSE1            CORESM U.S. Equity Fund (2/98)                     --      --       --           4.57
SGLI1            Global Income Fund (1/98)                          --      --       --          -1.49
SIEQ1            International Equity Fund (1/98)                   --      --       --           9.76

              JANUS ASPEN SERIES
SGIP1            Growth Portfolio: Service Shares+                  --      --       --            --
SAGP1            aggressive Growth Portfolio: Service Shares+       --      --       --            --
SINT1            International Growth Portfolio: Service Shares+    --      --       --            --

              J.P. MORGAN
SUDE1            U.S. Disciplined Equity Portfolio (12/94)        12.38     --       --          22.66

              LAZARD RETIREMENT
SREQ1            Equity Portfolio (3/98)                            --      --       --           1.11
SRIE1            International Equity Portfolio (9/98)              --      --       --           3.28

              MFS INVESTMENT MANAGEMENT(R)
SNDS1            New Discovery Series (4/98)                        --      --       --          -6.60
SRSS1            Research Series (7/95)                           12.97     --       --          18.73
SUTS1            Utilities Series (1/95)                           7.75     --       --          21.89

              ROYCE
SMCC1            Micro-Cap Portfolio (12/96)                      -5.48     --       --           6.39
SPRM1            Premier Portfolio (12/96)                        -1.09     --       --           7.01

              THIRD AVENUE VARIABLE SERIES TRUST
SVLU1            Value Portfolio+                                   --      --       --            --

              WANGER
SISM1            International Small Cap (5/95)                    6.04     --       --          17.66
SUSC1            U.S. Small Cap (5/95)                            -1.22     --       --          23.18

              WARBURG PINCUS TRUST
SEGR1            Emerging Growth Portfolio (9/99)+                  --      --       --            --

              WELLS FARGO
SEQI1            Equity Income Fund (5/96)                         8.10     --       --          16.19


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge,  a 0.35%  Guaranteed  Minimum  Income
Benefit  Rider (6%  Accumulation  Benefit  Base) fee and  applicable  withdrawal
charges. Premium taxes are not reflected in these total returns.

**(Commencement  date of the Fund.)

+Had not commenced operations as of Dec. 31, 1998.

</TABLE>

<PAGE>


Cumulative Total Return

Cumulative  total return  represents  the  cumulative  change in the value of an
investment for a given period (reflecting change in a subaccount's  accumulation
unit value). We compute cumulative total return by using the following formula:

                                     ERV - P
                                        P

where:                P =  a hypothetical initial payment of $1,000
                    ERV =  Ending  Redeemable  Value of a hypothetical  $1,000
                           payment made at the  beginning of the period,  at the
                           end of the period (or fractional portion thereof)

Total  return  figures  reflect the  deduction  of the  withdrawal  charge which
assumes you withdraw the entire  contract  value at the end of the one, five and
ten year periods (or, if less,  up to the life of the  subaccount).  We also may
show  performance  figures  without the  deduction  of a withdrawal  charge.  In
addition,  total return  figures  reflect the deduction of all other  applicable
charges  including  the contract  administrative  charge,  the variable  account
administrative  charge,  the Maximum  Anniversary Value Death Benefit Rider fee,
the Enhanced  Death Benefit Rider fee, the  Guaranteed  Minimum  Income  Benefit
Rider fee and the mortality and expense risk fee.

Calculation of Yield for Subaccounts Investing in Money Market Funds

Seven-Day Simple Yield

For the  subaccounts  investing in money market  funds,  we base  quotations  of
simple yield on:
         (a) the change in the value of a hypothetical subaccount (exclusive of
             capital  changes and income other than  investment  income) at the
             beginning of a particular seven-day period;
         (b) less a pro rata share of the subaccount  expenses  accrued over the
             period; and
         (c) dividing this difference by the value of the subaccount at the
             beginning of the period to obtain the base period return.

The subaccount's value includes:
o any declared dividends,
o the value of any shares purchased with dividends paid during the period, and
o any dividends declared for such shares.

It does not include:
o the  effect  of  any  applicable  withdrawal  charge,  or
o any  realized  or unrealized gains or losses.

You must consider  (when  comparing an investment  in  subaccounts  investing in
money market funds with fixed  annuities)  that fixed annuities often provide an
agreed-to  or  guaranteed  yield  for a  stated  period  of  time,  whereas  the
subaccount's  yield  fluctuates.  In comparing the yield of the  subaccount to a
money market fund, you should consider the different  services that the contract
provides.

<PAGE>

Annualized Yield for Subaccounts Investing in Income Funds

For the  subaccounts  investing in income funds,  we base quotations of yield on
all investment  income earned during a particular  30-day period,  less expenses
accrued during the period (net investment income) and compute it by dividing net
investment  income per accumulation unit by the value of an accumulation unit on
the last day of the period, according to the following formula:

                                        YIELD = 2[(  a-b  + 1)6 - 1]
                                                     cd

where:       a =  dividends and investment income earned during the period
             b =  expenses accrued for the period (net of reimbursements)
             c =  the  average  daily  number of  accumulation  units
                  outstanding  during the period that were  entitled to
                  receive dividends
            d =   the maximum offering price per accumulation unit on the
                  last day of the period

The subaccount earns yield from the increase in the net asset value of shares of
the fund in which it invests and from  dividends  declared and paid by the fund,
which are automatically invested in shares of the fund.

The yield on the subaccount's accumulation unit may fluctuate daily and does not
provide a basis for determining future yields.

Independent rating or statistical services or publishers or publications such as
those listed  below may quote  subaccount  performance,  compare it to rankings,
yields or returns,  or use it in variable  annuity  accumulation  or  settlement
illustrations they publish or prepare.

         The Bank Rate Monitor  National  Index,  Barron's,  Business  Week, CDA
         Technologies,  Donoghue's Money Market Fund Report,  Financial Services
         Week,  Financial  Times,  Financial  World,  Forbes,   Fortune,  Global
         Investor,   Institutional  Investor,   Investor's  Daily,   Kiplinger's
         Personal  Finance,  Lipper  Analytical  Services,  Money,  Morningstar,
         Mutual  Fund  Forecaster,   Newsweek,  The  New  York  Times,  Personal
         Investor,  Stanger Report, Sylvia Porter's Personal Finance, USA Today,
         U.S. News and World Report,  The Wall Street  Journal and  Wiesenberger
         Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

The Variable Account

We do the following  calculations  separately for each of the subaccounts of the
variable  account.  The separate monthly payouts,  added together,  make up your
total variable annuity payout.

Initial Payout: To compute your first monthly payment, we:

o determine  the dollar  value of your  contract as of the  valuation  date that
falls on (or  closest to the  valuation  date that  falls  before)  the  seventh
calendar day before the retirement  date and then deduct any applicable  premium
tax; then

o apply the result to the annuity  table  contained  in the  contract or another
table at least as favorable.

The annuity table shows the amount of the first monthly  payment for each $1,000
of value which depends on factors built into the table, as described below.

Annuity Units: We then convert the value of your subaccount to annuity units. To
compute the number of units credited to you, we divide the first monthly payment
by the annuity  unit value (see below) on the  valuation  date that falls on (or
closest to the valuation date that falls before) the seventh calendar day before
the retirement  date. The number of units in your subaccount is fixed. The value
of the units fluctuates with the performance of the underlying fund.

<PAGE>

Subsequent Payouts: To compute later payouts, we multiply:

o    the annuity unit value on the  valuation  date that falls on (or closest to
     the valuation  date that falls before) the seventh  calendar day before the
     payout is due; by
o    the fixed number of annuity units credited to you.

Annuity Unit Values: We originally set this value at $1 for each subaccount.  To
calculate later values we multiply the last annuity value by the product of:

o    the net investment factor; and
o    the neutralizing factor.

The  purpose of the  neutralizing  factor is to offset the effect of the assumed
rate built into the annuity table.  With an assumed  investment  rate of 5%, the
neutralizing factor is 0.999866 for a one day valuation period.

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 and the variable account administrative charge from the result.

Because the net asset value of the fund may fluctuate, the net investment factor
may be greater or less than one,  and the  annuity  unit value may  increase  or
decrease. You bear this investment risk in a variable subaccount.

The One-Year Fixed Account

We guarantee your fixed annuity payout  amounts.  Once  calculated,  your payout
will remain the same and never change. To calculate your annuity payouts we:

o take the value of your one-year fixed account at the retirement date or the
  date you selected to begin receiving your annuity payouts; then
o using an annuity  table,  we apply the value  according to the annuity  payout
  plan you select.

The annuity payout table we use will be the one in effect at the time you choose
to begin  your  annuity  payouts.  The  values in the table  will be equal to or
greater than the table in your contract.

<PAGE>

RATING AGENCIES

The  following  chart  reflects the ratings  given to us by  independent  rating
agencies.  These  agencies  evaluate the financial  soundness and  claims-paying
ability of  insurance  companies  based on a number of different  factors.  This
information  does not relate to the management or performance of the subaccounts
of the  contract.  This  information  relates  only to our  general  account and
reflects our ability to make annuity payouts and to pay death benefits and other
distributions from the contract.


    Rating Agency              Rating

      A.M. Best                  A+
                             (Superior)
- -----------------------

    Duff & Phelps               AAA
- -----------------------

       Moody's                  Aa2

PRINCIPAL UNDERWRITER

The  principal  underwriter  for the  contract  is  American  Express  Financial
Advisors Inc. (AEFA) which offers the contract on a continuous basis.

The contract is new and, therefore,  we have not received any withdrawal charges
or paid any commissions.



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