IDS LIFE INSURANCE CO
S-1, 1997-12-19
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           IDS Life Insurance Company
 ...............................................................................
             (Exact name of registrant as specified in its charter)

                                    Minnesota
 ...............................................................................
         (State or other jurisdiction of incorporation or organization)

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

                                   41-0823832
 ...............................................................................
                      (I.R.S. Employer Identification No.)

            IDS Tower 10, Minneapolis, MN 55440-0010, (612) 671-3131
 ..............................................................................
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

 Bruce Kohn, Counsel, IDS Life Insurance Company, IDS Tower 10, Minneapolis,
 Minnesota  55440-0010, (612) 671-2221
 ..............................................................................
 (Name, address, including zip code, and telephone number, including area code,
  of agent for service)

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after effectiveness of the Registration Statement.

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

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the  Commission  acting  pursuant to said Section 8(a)
may determine.



<PAGE>


Calculation of Registration Fee
<TABLE>
<CAPTION>

- ---------------------- -------------------- --------------------- --------------------- --------------------

 Title of each class      Amount to be        Proposed maximum      Proposed maximum         Amount of
 of securities to be       registered        offering price per    aggregate offering    registration fee
     registered                                     unit                 price
- ---------------------- -------------------- --------------------- --------------------- --------------------

<S>                             <C>                  <C>                <C>                    <C> 
Portfolio Guaranteed            *                    *                  $338,983               $100
Term Annuity
</TABLE>

*The maximum  aggregate  offering  price is estimated  solely for the purpose of
determining the  registration  fee. The amount being registered and the proposed
maximum  offering price per unit are not applicable in that these securities are
not issued in predetermined amounts or units.



<PAGE>


                              IDS LIFE ACCOUNT MGA
          GROUP AND INDIVIDUAL MARKET VALUE ANNUITY CONTRACTS ISSUED BY
                           IDS LIFE INSURANCE COMPANY

                              Cross-Reference Sheet
                           Pursuant to Regulation S-K
                                   Item 501(b)
<TABLE>
<CAPTION>

Form S-1 Item Number and Caption                                  Location in Prospectus

<S>                                                               <C>
1.   Forepart of the Registration Statement and
     Outside Front Cover Page of Prospectus.......................Outside Front
     Cover

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

(inside front cover)

3.   Summary Information, Risk Factors and
     Ratio of Earnings to Fixed Charges...........................The Portfolio Guaranteed Term Annuity
                                                                  in brief, Not Applicable

4.   Use of Proceeds..............................................Investments by IDS Life

5.   Determination of Offering Price..............................Not Applicable

6.   Dilution.....................................................Not Applicable

7.   Selling Security Holders.....................................Not Applicable

8.   Plan of Distribution.........................................Distribution of contracts

9.   Description of Securities to Be Registered...................Description of contracts

10.  Interests of Named Experts and Counsel.......................Not Applicable

11.  Information with Respect to the
     Registrant...................................................The Company; Directors and executive
                                                                  officers; Executive compensation;
                                                                  Security ownership of management;
                                                                  Legal proceedings and opinion; and
                                                                  Financial statements

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



<PAGE>


                                     PART I.

                       INFORMATION REQUIRED IN PROSPECTUS

Attached hereto and made a part hereof is the Prospectus.

<PAGE>

Portfolio Guaranteed Term Annuity
Prospectus, __________________, 1998


This prospectus describes interests in a group market value annuity contract and
individual  market value annuity contracts offered by IDS Life Insurance Company
(IDS Life) to  members  of a wrap-fee  program  sponsored  by  American  Express
Financial  Advisors Inc.  (AEFA) under which this contract is made available for
non-tax qualified and tax qualified purchases. Participation in a group contract
will be accounted for  separately by the issuance of a certificate  showing your
interest under the group contract.  Participation  in an individual  contract is
shown by the issuance of an individual annuity contract. The certificate and the
individual contract are both referred to as the "contract."

Further  details about the wrap-fee  program are outlined in the client  service
agreement  for the  program  and in AEFA's  Part II to Form ADV,  including  the
Schedule  H that is filed  with  the Part II  materials.  You may  obtain  these
materials by calling 612-671-3131. Please remember: (1) you cannot purchase this
product  unless you pay an annual  wrap fee;  (2) if your  participation  in the
wrap-fee program is terminated, you will no longer qualify for this contract and
your contract will be terminated and subject to a market value  adjustment;  and
(3) if your contract is  terminated,  you will be given the option of exchanging
into another annuity product,  which may contain higher fees, a lower guaranteed
interest rate and a surrender charge.

A similar product is available  outside of the wrap-fee program under which this
contract is made available.  Depending on your individual circumstances,  it may
be to your benefit to purchase the similar product that is available  outside of
the  wrap-fee  program.  Please  consult  your  financial  advisor  or call  the
telephone number below for more information.

IDS Life may offer this contract in the following  tax qualified  programs:  (1)
plans qualified under Section 401(a),  401(k) or 403(a) of the Internal  Revenue
Code of 1986,  as amended  (the Code);  (2) annuity  purchase  plans  adopted by
public school systems and certain tax-exempt  organizations  pursuant to Section
403(b) of the Code; (3) individual  retirement annuities (IRAs), SIMPLE IRAs and
Simplified  Employee pension (SEP) Plans eligible under Section 408 of the Code;
and (4) deferred compensation plans under Section 457 of the Code.

A minimum purchase payment of at least $5,000 must accompany the application for
a  contract.   No  additional  payment  is  permitted  under  a  contract.   The
accumulation  value will be  guaranteed by the general  assets of IDS Life.  IDS
Life  generally  intends to invest funds  received in relation to contracts in a
variety  of debt  instruments  having  price  durations  which tend to match the
applicable contract.

IDS Life Account MGA
Group and Individual Market
Value Annuity Contracts

Sold by:
IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN 55440-0010
Telephone: 800-437-0602


<PAGE>


These securities may be subject to a substantial  market value adjustment if not
held to the renewal  date which could  result in your  receipt of less than your
original purchase payment.

For renewal guarantee periods, the renewal interest rate will be declared by IDS
Life  based on  various  factors.  It may be higher or lower  than the  previous
guaranteed interest rate.

The minimum guaranteed renewal interest rate is 3%.

These  securities  have not been approved or  disapproved  by the Securities and
Exchange  Commission nor has the Commission passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.

IDS Life is not a bank or financial  institution,  and the  securities it offers
are not deposits or obligations of, backed or guaranteed or endorsed by any bank
or financial  institution nor are they insured by the Federal Deposit  Insurance
Corporation,  the Federal Reserve Board or any other agency. Investments in this
annuity involve investment risk including the possible loss of principal.


<PAGE>


Table of contents                                                          Page

The Portfolio Guaranteed Term Annuity in brief..................................

Key terms.......................................................................

Description of contracts........................................................
General.........................................................................
Application and purchase payment................................................
Right to cancel.................................................................
Guarantee periods...............................................................
Surrenders......................................................................
Market value adjustment.........................................................
Premium taxes...................................................................
Death benefit prior to settlement...............................................
Statement.......................................................................
Electing the settlement date and form of annuity................................

Amendment, distribution, assignment and termination of contracts................
Amendment of contracts..........................................................
Distribution of contracts.......................................................
Assignment of contracts.........................................................
Termination of contracts........................................................

Federal tax considerations......................................................

The Company.....................................................................
Business........................................................................
Investments by IDS Life.........................................................
Selected financial data.........................................................
Management's discussion and analysis of consolidated
financial condition and results of operations...................................

Directors and executive officers................................................
Executive compensation..........................................................
Security ownership of management................................................

Legal proceedings and opinion...................................................

Experts.........................................................................

Appendix A - Partial surrender illustration.....................................

Appendix B - Market value adjustment illustration...............................

IDS Life financial information..................................................


<PAGE>

The Portfolio Guaranteed Term Annuity in brief

Contracts:  IDS Life is offering group and individual  market value annuities to
members of a wrap-fee  program  sponsored  by AEFA under which this  contract is
made available for non-tax qualified and tax qualified purchases.  IDS Life is a
wholly owned subsidiary of American Express Financial Corporation,  which itself
is a wholly owned subsidiary of American  Express Company.  As described in this
prospectus,  market value annuity contracts have a guaranteed interest rate that
is credited to the purchase  payment when it is held to the end of the guarantee
period (the renewal date).  Surrenders  before the renewal date are subject to a
market value adjustment.

Guarantee  periods:  When a payment is made under an application,  the applicant
selects a guarantee  period from among  those then  offered by IDS Life.  During
this  guarantee  period,  the purchase  payment earns interest at the applicable
guaranteed  interest rate as established by IDS Life.  Interest is credited on a
daily  basis  and  the  interest  credited  earns  interest  at  the  applicable
guaranteed interest rate as established by IDS Life. (p. )

Renewal  guarantee  periods:  At the end of each  guarantee  period,  a  renewal
guarantee  period of one year will  begin,  unless the owner  elects a different
duration.  The owner must elect the length of a renewal  guarantee period during
the 30 days before the end of the previous guarantee period.  Failure to make an
election will result in an automatic renewal for a period of one year. As of the
first day of each renewal  guarantee period the renewal value will earn interest
at the  then  applicable  renewal  guaranteed  interest  rate  and the  interest
credited will earn interest at the then applicable renewal  guaranteed  interest
rate. (p. )

Surrenders:  Subject to certain  restrictions,  partial or total  surrenders are
permitted  without a surrender charge. We may defer payment of any surrender for
a period up to 6 months  from the date we  receive  notice of  surrender  or the
period  permitted by state law, if less. A deferral of payment will not be for a
period greater than 7 days except under extraordinary circumstances. We will pay
annual  interest  of at least 3% of any amounts  deferred  for more than 30 days
during such period if we choose to exercise this deferral right. (p. )

Market value adjustment: Surrenders may be subject to a market value adjustment.
A market value  adjustment will be applied when the surrender  occurs before the
renewal  date.  No market  value  adjustment  will be applied  to any  surrender
effective as of the end of a guarantee  period.  The market  adjusted value will
reflect the relationship, at the time of surrender, between the rate we then are
crediting on purchase  payments to new contracts  with the same durations as the
time  remaining  in the  guarantee  period,  and the  guaranteed  interest  rate
applicable to that contract. Generally, significant factors affecting the amount
of the market value  adjustment  are the level of interest  rates on investments
that are similar to those supporting  current contract purchase payments and the
time remaining to the end of the guarantee period.  The market adjusted value is
sensitive,  therefore,  to changes in current  interest rates.  The level of the
market value adjustment is dependent on the current interest rate at the time of
surrender.  The market  value  adjustment  may increase or decrease the value of
this  investment  before the renewal  date.  It is possible  that the amount you
receive  on  surrender  would be less than your  original  purchase  payment  if
interest  rates  increase.  Also,  if interest  rates  decrease,  the amount you
receive on surrender may be more than your original purchase payment and accrued
interest.  The market adjusted value also affects  settlements  under an annuity
payment plan. (p. )


<PAGE>

Premium taxes: We reserve the right to deduct applicable  premium taxes from the
accumulation value of the contract.  State premium taxes range from 0 to 3.5% of
the gross purchase payments. (p. )

Death benefit prior to settlement:  The contract provides for a guaranteed death
benefit.  In the  event of the  death  of the  annuitant  or owner  prior to the
settlement date, IDS Life will pay to the owner or beneficiary the death benefit
in lieu of any other payment under the contract. The amount of the death benefit
will equal the accumulation value. (p. )

Electing  the  settlement  date  and form of  annuity:  On the  settlement  date
specified by the owner,  IDS Life will pay the owner a lump sum payment or start
to pay a series of payments.  A series of payments may be elected  under certain
annuity plans. (p. )

Key terms

In this  prospectus,  "we",  "us" and  "IDS  Life"  refer to IDS Life  Insurance
Company and "you" and  "yours"  refer to an owner who has been issued a contract
and is a member  of a  wrap-fee  program  sponsored  by AEFA  under  which  this
contract is made available.

These terms can help you understand details about your annuity:

Accumulation  value - The value of the purchase payment plus interest  credited,
adjusted for any surrenders.

Annuitant - The person on whose life monthly annuity payments depend.

Annuity  -  A  contract   purchased  from  an  insurance   company  that  offers
tax-deferred growth of the purchase payment until earnings are withdrawn.

Cash surrender value - The market adjusted value is the cash surrender value. On
the last day of a guarantee period, the cash surrender value is the accumulation
value.

Contract  anniversary  - The same day and month as the  contract  date each year
that the contract remains in force.

Contract  date  - The  effective  date  of the  contract  as  designated  in the
contract.

Current interest rate - The applicable  interest rate contained in a schedule of
rates established by us from time to time for various guarantee periods.

Initial  guarantee  period - The period during which the initial  guarantee rate
will be credited.

Initial  guarantee rate - The rate of interest  credited to the purchase payment
during the initial guarantee period.

Market adjusted value - The  accumulation  value adjusted by the market adjusted
value formula, on any date before the end of the guarantee period.

Market  value  adjustment  - The market  adjusted  value minus the  accumulation
value.

Owner - The person or entity to whom the annuity contract is issued.


<PAGE>

Purchase payment - Payment made to IDS Life for an annuity.

Renewal date - The first day of a renewal guarantee period. It will always be on
a contract anniversary.

Renewal  guarantee period - A renewal  guarantee period will begin at the end of
each guarantee period.

Renewal  guarantee  rate - The rate of interest  credited  to the renewal  value
during the renewal guarantee period.

Renewal  value - The  accumulation  value  at the end of the  current  guarantee
period.

Settlement - The application of contract value to provide annuity  payments.  If
the  settlement  date is not the last day of a  guarantee  period,  we apply the
market adjusted value of the contract. On the last day of a guarantee period, we
apply the accumulation value of the contract.

Settlement date - The date on which annuity payments are to begin.

Written  request - A request in writing signed by you and delivered to us at our
corporate office.

Description of contracts

General

This prospectus  describes  interests in market value  annuities  offered by IDS
Life to  members  of a  wrap-fee  program  sponsored  by AEFA  under  which this
contract is made  available for non-tax  qualified and tax qualified  purchases.
The  contracts  may be offered in the  following  tax  qualified  programs:  (1)
Section  401(a),  401(k) and 403(a) plans;  (2) Section 403(b) plans;  (3) IRAs,
SIMPLE IRAs and SEPs; and (4) deferred compensation plans.

As described in this prospectus,  the contracts have a guaranteed  interest rate
that is credited to a purchase payment in the contract when the purchase payment
is held to its renewal date. Surrenders prior to the renewal date are subject to
a market value adjustment.

Application and purchase payment

To apply for a contract,  you must  complete an  application  and make a minimum
purchase  payment of $5,000.  For  individuals  age 90 and younger,  the maximum
purchase  payment is $1,000,000  without prior  approval.  This limit applies in
total to all IDS Life  annuities you own. If you purchase the contract to fund a
tax qualified plan, that plan's limit on contributions also will apply.

We will return an improperly completed application, along with the corresponding
purchase payment,  five business days after we receive it if the application has
not, by that time, been properly completed.



<PAGE>

A payment is credited to a contract on the date we receive a properly  completed
application at our Minneapolis office along with the purchase payment.  Interest
is earned  the next day.  IDS Life  then  issues a  contract  and  confirms  the
purchase payment in writing.

Right to cancel

State or  federal  law may give you the right to cancel  the  contract  within a
specific  period of time after  receipt of the  contract and receive a refund of
the entire purchase payment. For revocation to be effective, mailing or delivery
of notice of cancellation must be made in writing to our corporate office at the
following address: IDS Life Insurance Company, Attn: Transactions, P.O. Box 534,
Minneapolis, MN 55440-0534.

Guarantee periods

The owner  selects  the  duration  of the  guarantee  period  from  among  those
durations we offer. As of the date of this prospectus, we are offering guarantee
periods  with annual  durations  from one to 10 years;  however,  the  guarantee
periods we offer in the future could be  different.  The duration  selected will
determine the guaranteed interest rate and the purchase payment (less surrenders
made and less  applicable  premium  taxes,  if any) will earn  interest  at this
guaranteed interest rate during the entire guarantee period. All interest earned
will be credited daily;  this compounding  effect is reflected in the guaranteed
interest rate.

Below is an  illustration  of how we will credit  interest  during the guarantee
period.  For the  purpose  of this  example,  we have  made the  assumptions  as
indicated.

Example of guaranteed rate of accumulation

Beginning account value: $50,000
Guaranteed period: 10 years
Guaranteed rate: 6% annual effective rate

                        Interest credited to the         Cumulative interest
         Year           account during year              credited to the account
          1                  $3,000.00                        $ 3,000.00
          2                   3,180.00                          6,180.00
          3                   3,370.80                          9,550.80
          4                   3,573.05                         13,123.85
          5                   3,787.43                         16,911.28
          6                   4,014.68                         20,925.96
          7                   4,255.56                         25,181.51
          8                   4,510.89                         29,692.40
          9                   4,781.54                         34,473.95
          10                  5,068.44                         39,542.38

Guaranteed accumulation value at the end of 10 years is:
$50,000 + $39,542.38 = $89,542.38



<PAGE>

Note:  This  example  assumes  no  surrenders  of any  amount  during the entire
ten-year  period. A market value  adjustment  applies to any interim  surrender.
(See Surrenders).  The hypothetical interest rates are illustrative only and are
not intended to predict future interest rates to be declared under the contract.
Actual interest rates declared for any given time may be more or less than those
shown.

Renewal  guarantee  periods:  At the  end of any  guarantee  period,  a  renewal
guarantee  period  will begin.  We will notify you in writing  about the renewal
guarantee periods  available before the renewal date. This written  notification
will not  specify the  interest  rate for the  renewal  value.  You may elect in
writing,  during the 30-day  period before the end of the  guarantee  period,  a
renewal  guarantee  period of a different  duration from among those we offer at
that time. If no election is made, we will automatically apply the renewal value
to a guarantee  period of one year.  In no event may renewal  guarantee  periods
extend beyond the settlement date then in effect for the contract.  For example,
if the annuitant is age 62 at the end of a guarantee  period and the  settlement
date for the annuitant is age 65, a three-year  guarantee  period is the maximum
guarantee period that may be selected under the contract. The renewal value will
then earn interest at a guaranteed  interest rate that we have declared for such
duration.  We  may  declare  new  schedules  of  guaranteed  interest  rates  as
frequently as daily.

At the beginning of any renewal guarantee period,  the renewal value will be the
accumulation  value at the end of the guarantee period just ending.  The renewal
value is  guaranteed by our general  assets.  This amount will earn interest for
the renewal guarantee period at the then applicable guaranteed interest rate for
the period  selected,  that may be higher or lower than the previous  guaranteed
interest rate.

At your written request,  we will notify you of the renewal  guarantee rates for
the  periods  then  available.  You also may call us to  inquire  about  renewal
guarantee rates.

Establishment of guaranteed  interest rates: The guaranteed  interest rate for a
chosen guarantee period will be known at the time a purchase payment is received
or an accumulation value is renewed.  We will send a confirmation that will show
the amount and the applicable  guaranteed  interest rate. The minimum guaranteed
interest rate for renewal values is 3% per year. The rate on renewal values will
be  equal  to or  greater  than the rate  credited  on new  comparable  purchase
payments at that time.

IDS Life has no specific  formula for  determining  the rate of interest that it
will declare as  guaranteed  interest  rates in the future.  We will declare the
guaranteed  interest  rates from time to time based on our  analysis  of current
market conditions. (See Investments by IDS Life). In addition, IDS Life also may
consider  various other factors in determining  guaranteed  interest rates for a
given period,  including  regulatory and tax requirements;  sales commission and
administrative  expenses  we bear;  general  economic  trends;  and  competitive
factors.  IDS Life  management  will  make  the  final  determination  as to the
guaranteed interest rates to be declared. We cannot predict nor can we guarantee
future guaranteed interest rates above the 3% rate.

Surrenders

General:  Subject to certain  tax law and  retirement  plan  restrictions  noted
below, total and partial surrenders may be made under a contract at any time.



<PAGE>

In the case of all  surrenders,  the  accumulation  value will be reduced by the
amount  surrendered on the surrender date and that amount will be payable to the
owner.  The  accumulation  value also will be either reduced or increased by any
market value adjustment applicable to the surrender.  IDS Life will, on request,
inform you of the amount payable in a total or partial  surrender.  Any total or
partial  surrender  may be subject  to tax and tax  penalties.  Surrenders  from
certain  tax  qualified  contracts  also  may  be  subject  to  20%  income  tax
withholding. (See Federal tax considerations.)

Tax-sheltered  annuities:  The Code imposes  certain  restrictions on an owner's
right  to  receive  early   distributions   attributable  to  salary   reduction
contributions  from a contract  purchased for a retirement  plan qualified under
Section 403(b) of the Code as a tax-sheltered annuity (TSA).

Distributions attributable to salary reduction contributions made after Dec. 31,
1988,  plus the  earnings on them,  or to transfers or rollovers of such amounts
from other  contracts  may be made from the TSA  contract  only if the owner has
attained age 59-1/2,  has become  disabled as defined in the Code, has separated
from the service of the employer that purchased the contract or has died.

Additionally,  if the owner should  encounter a financial  hardship  (within the
meaning of the  Code),  he or she may  receive a  distribution  of all  contract
values attributable to salary reduction  contributions made after Dec. 31, 1988,
but not of the earnings on them.

Even  though a  distribution  may be  permitted  under these  rules  (e.g.,  for
hardship or after  separation from service),  it may nonetheless be subject to a
10% IRS penalty tax (in addition to income tax) as a premature  distribution and
to 20% income tax withholding. (See Federal tax considerations.)

These  restrictions  do not apply to transfers of contract  value to another TSA
investment vehicle available through the employer.

Partial  surrenders:  Unless we agree  otherwise,  the  minimum  amount  you may
surrender  is $250.  You cannot make a partial  surrender if it would reduce the
accumulation value of your annuity to less than $2,000.

You may request the net check amount you wish to receive.  We will determine how
much  accumulation  value needs to be  surrendered to yield the net check amount
after any applicable market value adjustment.

A partial surrender  request not exceeding $50,000 may be made by telephone.  We
have the authority to honor any telephone  partial surrender request believed to
be authentic and will use  reasonable  procedures to confirm that they are. This
includes  asking  identifying  questions and tape  recording  calls.  As long as
reasonable procedures are followed,  neither IDS Life nor its affiliates will be
liable for any loss resulting from fraudulent requests. At times when the volume
of telephone requests is unusually high, we will take special measures to ensure
that your call is  answered  as promptly  as  possible.  A  telephone  surrender
request will not be allowed within 30 days of a phoned-in address change.

Total  surrenders:  We will  compute the value of your  contract at the close of
business after we receive your request for a complete surrender.  We may ask you
to return the contract.


<PAGE>

Payment on surrender: We may defer payment of any partial or total surrender for
a period  not  exceeding  6  months  from the date we  receive  your  notice  of
surrender or the period  permitted by state  insurance law, if less.  Only under
extraordinary  circumstances will we defer a surrender payment more than 7 days,
and if we defer payment for more than 30 days, we will pay annual interest of at
least 3% on the amount deferred.  While all  circumstances  under which we could
defer  payment  upon  surrender  may  not be  foreseeable  at  this  time,  such
circumstances could include,  for example, our inability to liquidate assets due
to a general  financial  crisis.  If we intend to withhold  payment more than 30
days, we will notify you in writing.

NOTE:  You will be charged a fee if you request express mail delivery.

Market value adjustment

The accumulation  value,  including the interest credited,  is guaranteed if the
contract is held until the end of the guarantee period.  However, a market value
adjustment  will  be  applied  if a  surrender  occurs  prior  to the end of the
guarantee  period.  The market adjusted value also affects  settlements under an
annuity  payment  plan  occurring  at any  time  other  than  the  last day of a
guarantee period.

The market  adjusted value is your  accumulation  value  (purchase  payment plus
interest credited minus surrenders)  adjusted by a formula.  The market adjusted
value reflects the  relationship  between the  guaranteed  interest rate on your
contract and the interest rate we are crediting on new Portfolio Guaranteed Term
Annuity contracts with guarantee periods that are the same as the time remaining
in your guarantee period.

The market adjusted value is sensitive to changes in current interest rates. The
difference  between your accumulation value and market adjusted value on any day
will depend on our current  schedule of guaranteed  interest  rates on that day,
the time remaining in your guarantee period and your guaranteed interest rate.

Upon  surrender your market  adjusted value may be greater than your  contract's
accumulation  value, equal to it or less than it depending on how the guaranteed
interest rate on your contract  compares to the interest rate of a new Portfolio
Guaranteed  Term  Annuity for the same number of years as the  guarantee  period
remaining on your contract.              

Relationship  between your  contract's  guaranteed rate and new contract for the
same number of years as the guaranteed period remaining on your contract:

If your annuity rate is:                    Your market adjusted value will be:
greater than the new annuity rate + .25%    greater than your accumulation value
equal to the new annuity rate + .25%        equal to your accumulation value
less than the new annuity rate + .25%       less than your accumulation value

For example,  assume you bought a contract  with a guarantee  period of 10 years
and a guaranteed  interest rate of 4.5% annually.  Assume that after 3 years you
decide to  surrender  your  contract  (you have 7 years  left in your  guarantee
period).  If the  current  interest  rate  we  are  offering  on  new  Portfolio
Guaranteed  Term Annuity  contracts  with 7-year  guarantee  periods is 5%, your
market adjusted value will be lower than your  accumulation  value. On the other
hand,  if the  current  interest  rate we are  then  offering  on new  Portfolio
Guaranteed  Term Annuity  contracts  with 7-year  guarantee  periods is 4%, your
market adjusted value will be higher than your accumulation value.


<PAGE>

Market adjusted value formula:

Market adjusted value =              (Renewal value)
                                 _______________________
                                 (1 + ic + .0025)(N + t)

Renewal value -- The accumulation value at the end of the current guarantee
                 period

        ic         -- The current  interest  rate  offered for new  Portfolio
                      Guaranteed  Term Annuity  contract  sales and renewals for
                      the number of years remaining in the guarantee period

         N         -- The number of complete contract years to the end of the
                      current guarantee period

         t         -- The fraction of the contract year  remaining to the end
                      of the contract year (for example, if 180 days remain in a
                      365 day contract year, t would be .493)

The current guaranteed interest rate (ic) is declared by us periodically.  It is
the rate we are then paying on purchase  payments and  renewals  paid under this
class of  contracts  for  guarantee  period  durations  equaling  the  remaining
guarantee period duration of the contract to which the formula is being applied.
If the remaining  guarantee  period is a number of complete years,  the specific
complete year guarantee rate will be used. If the remaining  guarantee period is
less than 1 year,  the one year  guarantee  rate will be used.  If the remaining
guarantee  period is a number of complete years plus fractional  years, the rate
will be determined by straight line interpolation  between the two years' rates.
For example,  if the remaining  guarantee  period duration is 8.5 years, and the
current  guaranteed  interest  rate for 8 years is 4% and for 9 years is 5%, IDS
Life will use a guaranteed interest rate of 4.5%.

Market value adjustment formula:

Market value adjustment = Market adjusted value less accumulation value

For an illustration showing an upward and downward adjustment, see Appendix B.

Premium taxes

We  reserve  the right to deduct an amount  from the  accumulation  value of the
contract at the time that any applicable  premium taxes not previously  deducted
are  payable.  If a tax is payable at the time of the  purchase  payment  and we
choose to not deduct it at that time, we further  reserve the right to deduct it
at a later date.  Current  premium taxes range in an amount up to 3.5% depending
on jurisdiction.

Death benefit prior to settlement

If the  annuitant or owner dies before the  settlement  date,  the death benefit
payable to the beneficiary will equal the accumulation value.

If your  spouse is sole  beneficiary  or joint  owner:  Unless you have given us
other  written  instructions,  if you, as owner or joint  owner,  die before the
settlement date and

<PAGE>

your spouse is the only beneficiary or joint owner with a right of survivorship,
your spouse may keep the annuity 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.

Section 401(k) plans, Section 403(b) plans (TSAs),  Section 457 plans, custodial
and trusteed plans, and IRAs, SIMPLE IRAs and SEPs: If the contract is purchased
under a Section 401(k) plan, Section 403(b) plan, Section 457 plan, custodial or
trusteed  plan or for an IRA,  SIMPLE  IRA or SEP and we  receive  proof  of the
annuitant's  death before the settlement  date, we will pay the  beneficiary the
death  benefit  described  above.  If the  annuitant  dies before  reaching  the
settlement date and the spouse is the only beneficiary,  the spouse may keep the
contract  in force  until the date on which the  annuitant  would  have  reached
70-1/2 or any other date  permitted  by the Code.  To do this,  the spouse must,
within 60 days after we receive proof of death, give us written  instructions to
keep the contract in force.

Paying the beneficiary:  Unless you have given us other written instructions, we
will pay the  beneficiary  in a single  payment.  The  beneficiary  may elect to
receive this payment at any time within 5 years after the date of death. Payment
from a tax  qualified  contract  (except an IRA,  SIMPLE IRA, SEP or Section 457
plan) made to a surviving spouse instead of being directly rolled over to an IRA
may be subject to 20% income tax  withholding.  We may make  payments  under any
payment plan available under this contract if:

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

o     payments begin no later than one year after death or any other date
      permitted by the Code; and

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

We will determine the accumulation value at the next close of business after our
death claim requirements are fulfilled.  We will mail payment to the beneficiary
within seven days after our death claim requirements are fulfilled.

Statement

Prior to the  settlement  date,  at least  annually,  we will  send a  statement
showing a summary of the contract.

Electing the settlement date and form of annuity

Upon  processing  your  application we will establish the settlement date to the
maximum age or date as  specified  below.  You can also select a date within the
maximum limits. This date can be aligned 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 can also change the date, provided you send us written
instructions at least 30 days before annuity payouts begin.



<PAGE>

For non-tax  qualified  contracts,  the settlement date cannot be later than the
latest of:

o      the contract anniversary nearest the annuitant's 85th birthday; or

o      the 10th contract anniversary.

For tax qualified  contracts,  to avoid IRS penalty taxes,  the settlement  date
generally must be:

o      on or after the date the annuitant reaches age 59-1/2;

o     for IRAs,  SIMPLE  IRAs and  SEPs,  by April 1 of the year  following  the
      calendar year when the annuitant reaches age 70-1/2; or

o    for all other tax qualified  contracts,  by April 1 of the year  following
     the  calendar  year when the  annuitant  reaches  age  70-1/2 or, if later,
     retires;  except that 5% business  owners may not select a settlement  date
     that is later than April 1 of the year  following  the  calendar  year when
     they reach age 70-1/2.

If you are taking the minimum IRA or TSA  distributions  as required by the Code
from another tax qualified investment, or in the form of partial surrenders from
this  contract,  annuity  payouts  can  start  as late as the  annuitant's  85th
birthday or the 10th contract anniversary.

Annuity payments: The first payment will be made as of the settlement date. Once
annuity  payments  have  started for an  annuitant,  no surrender of the annuity
benefit can be made for the purpose of receiving a lump sum in lieu of payments.

Death after  settlement  date: If you or the annuitant dies after the settlement
date, the amount payable to the  beneficiary,  if any, will continue as provided
in the annuity payment plan then in effect.

Annuity plans:  There are different ways to receive  annuity  payments.  We call
these plans.  You may select one of these plans, or another payment  arrangement
to which we agree,  by  giving us  written  notice at least 30 days  before  the
settlement date.

The market adjusted value (less applicable premium taxes, if any) may be applied
on the settlement  date under any of the annuity plans described  below,  but in
the absence of an  election,  the market  adjusted  value will be applied on the
settlement date under Plan B to provide a life annuity with 120 monthly payments
certain.

If the  amount to be applied  to an  annuity  plan is not at least  $2,000 or if
payments  are to be made to other  than a natural  person,  we have the right to
make a lump sum payment of the cash  surrender  value.  If a lump sum payment is
made from a tax qualified  contract  (except an IRA,  SIMPLE IRA, SEP or Section
457 plan), 20% income tax withholding may apply.

o    Plan A - This provides  monthly  annuity  payments for the lifetime of the
     annuitant. No payments will be made after the annuitant dies.


<PAGE>


o    Plan B - This provides  monthly  annuity  payments for the lifetime of the
     annuitant with a guarantee by us that payments will be made for a period of
     at least 5, 10 or 15 years. You must select the period.

o    Plan C - This provides  monthly  annuity  payments for the lifetime of the
     annuitant  with a guarantee by us that  payments will be made for a certain
     number of months.  We determine the number of months by dividing the market
     adjusted value applied under this plan by the amount of the monthly annuity
     payment.

o    Plan D - We call this a joint and survivor life annuity.  Monthly payments
     will be paid for the lifetime of the annuitant and a joint annuitant.  When
     either the  annuitant or joint  annuitant  dies,  we will  continue to make
     monthly payments for the lifetime of the survivor. No payments will be paid
     after the death of both the annuitant and joint annuitant.

o    Plan E - This provides  monthly fixed dollar annuity payments for a period
     of years. The period of years may be no less than 10 nor more than 30.

The  contract  provides  for annuity  payment  plans on a fixed basis only.  The
amount of each  annuity  payment  will not  change  during the  annuity  payment
period. The amount of the annuity payment will depend on:

- -    the market adjusted value (less any applicable premium tax not previously
     deducted) on the date;

- -    the annuity table we are then using for annuity settlements (never less
     than the table guaranteed in the contract);

- -    the annuitant's age; and

- -    the annuity payment plan selected.

The tables for Plans A, B, C and D are based on the "1983  Individual  Annuitant
Mortality  Table A" and an assumed rate of 3% per year.  The table for Plan E is
based on an interest rate of 3%. IDS Life may, at our  discretion,  if mortality
appears more favorable and interest rates justify,  apply other tables that will
result in higher monthly payments.

Restrictions  for some tax  qualified  plans:  If you  purchased a tax qualified
annuity, you must select a payment plan that provides for payments:

o      during the life of the annuitant;

o      during the joint lives of the annuitant and 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 beneficiary.

Reference  also  must  be made  to the  terms  of the  tax  qualified  plan  and
applicable law for any  limitations or  restrictions  on the settlement  date or
annuity payment plan that may be selected.


<PAGE>

Amendment, distribution and assignment of contracts

Amendment of contracts

We  reserve  the  right to amend  the  contracts  to meet  the  requirements  of
applicable  federal or state laws or regulations.  We will notify you in writing
of any such amendments.

Distribution of contracts

IDS Life is the principal underwriter for the contracts.  IDS Life is registered
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 (1934 Act) as a broker-dealer  and is a member of the National  Association
of Securities  Dealers,  Inc. IDS Life may enter into selling  agent  agreements
with certain  broker-dealers  registered under the 1934 Act. IDS Life will pay a
maximum commission of 5% for the sale of a contract. In the future, we may pay a
commission on an election of a subsequent guarantee period by an owner. American
Express Financial Advisors Inc., an affiliate of IDS Life, is the sponsor of the
wrap-fee program under which this contract is made available.

Assignment of contracts

You may  change  ownership  of your  annuity  at any time by  filing a change of
ownership  with us at our  corporate  office.  No  change of  ownership  will be
binding  upon us until we receive and record it. We take no  responsibility  for
the validity of the change.  If you have a tax qualified  plan, the contract may
not be sold,  assigned,  transferred,  discounted or pledged as collateral for a
loan or as  security  for the  performance  of an  obligation  or for any  other
purpose to any person other than IDS Life; provided,  however, that 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.

The  value of any part of a  non-tax  qualified  annuity  contract  assigned  or
pledged is taxed like a cash withdrawal to the extent allocable to investment in
annuity contracts after Aug. 13, 1982.

Transfer  of a non-tax  qualified  annuity  contract to another  person  without
adequate  consideration is considered a gift and the transfer will be considered
a surrender of the contract for federal  income tax purposes.  The income in the
contract  will be  taxed to the  transferor  who may be  subject  to the 10% IRS
penalty tax for early  withdrawal.  The  transferee's  investment in the annuity
will be the value of the annuity at the time of the transfer.  Consult with your
tax advisor before taking any action.

Termination of contracts

If your participation in the wrap-fee program is terminated,  you will no longer
qualify for this contract and your contract  will be  terminated.  Your contract
will be subject to a market value adjustment  unless the termination  occurs at
the end of a guarantee period. Upon termination, you will be given the option of
exchanging into another annuity product,  which may contain higher fees, a lower
guaranteed interest rate and a surrender charge.



<PAGE>

Federal tax considerations

Under current law,  there is no liability for federal income tax on any increase
in the annuity's  value until  payments are made (except for change of ownership
discussed  above in  "Assignment  of  contracts").  However,  since  federal tax
consequences  cannot always be anticipated,  you should consult a tax advisor if
you have any questions about the taxation of your annuity contract.

You are not taxed on your  purchase  payment.  Your purchase  payment  generally
includes purchase payments made with after-tax dollars.  If the purchase payment
was  made  by you or on  your  behalf  with  pre-tax  dollars  as  part of a tax
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.

If you surrender part or all of your contract  before the date on which you have
decided to begin to receive annuity payments,  you will be taxed on the payments
which you receive,  to the extent that the value of your  contract  exceeds your
investment in the contract, and you may have to pay an IRS penalty tax for early
withdrawal.

If you  begin  receiving  annuity  payments  under a non-tax  qualified  annuity
contract, a portion of each payment will be subject to tax and a portion of each
payment will be  considered  to be part of your  investment  in the contract and
will not be taxed. All amounts received after your investment in the contract is
recovered  will be subject to tax. If you begin  receiving  payments  from a tax
qualified  annuity,  all of the payments  generally  will be subject to taxation
except to the extent that the contributions were made with after-tax dollars.

Unlike life insurance  proceeds,  the death benefit under an annuity contract is
not tax  exempt.  The  gain,  if any,  is  taxable  as  ordinary  income  to the
beneficiary in the year(s) he or she receives the payments.  The gain is subject
to income tax, not estate or inheritance tax.

Tax law requires that all non-qualified deferred annuity contracts issued by the
same company to the same contract owner during a calendar year are to be treated
as a single,  unified  contract.  The amount of income  included  and taxed in a
distribution (or a transaction  deemed a distribution  under tax law) taken from
any one of such contracts is determined by summing all such contracts.

The income  earned on a non-tax  qualified  contract  held by such  entities  as
corporations,  partnerships  or trusts  generally  will be treated  as  ordinary
income  received  during  that  year.  However,  if the trust was set up for the
benefit of a natural person only, the income will continue to be tax-deferred.

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  includible in your ordinary income.
If you  receive  amounts  from your  SIMPLE  IRA  before  reaching  age  59-1/2,
generally the IRS 10% penalty  provisions apply.  However,  if you receive these
amounts  before age 59-1/2 and within the first two years of your  participation
in the SIMPLE IRA plan,  the IRS  penalty  will be  assessed  at the rate of 25%
instead of 10%. However, this penalty will not apply to any amount received:

o      after you reach age 59-1/2;


<PAGE>

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  over  your  life or  life  expectancy  (or  joint  lives  or life
     expectancies of you and your designated beneficiary); or

o    if it is allocable to a purchase payment before Aug. 14, 1982 (except for
     contracts in tax qualified plans).

These are the major exceptions to the 10% IRS penalty tax. Additional exceptions
may apply depending upon whether or not the annuity is tax qualified.

For tax qualified  contracts,  other penalties apply if you surrender an annuity
bought under your plan before the plan specifies that payments can be made under
the plan.

In general,  if you receive all or part of the  contract  value from an annuity,
withholding  may be imposed  against the taxable  income portion of the payment.
Any  withholding  that is done  represents a prepayment  of your tax due for the
year. You take credit for such amounts on the annual tax return that you file.

If the payment is part of an annuity  payment  plan,  the amount of  withholding
generally is computed using payroll tables.  You can 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
surrender), withholding is computed using 10% of the taxable portion. Similar to
above,  as long as you've  provided us with a valid  Social  Security  Number or
Taxpayer  Identification  Number,  you can elect  not to have  this  withholding
occur.

If a  distribution  is taken from a contract  offered  under a Section  457 plan
(deferred  compensation  plan of state  and  local  governments  and  tax-exempt
organizations), withholding is computed using payroll methods depending upon the
type of payment.

Some  states  also  impose  withholding  requirements  similar  to  the  federal
withholding  described above. If this should be the case, any payment from which
federal withholding is deducted may also have state withholding deducted.

The withholding  requirements  may differ if payment is being made to a non-U.S.
citizen or if the payment is being delivered outside the United States.

If you receive all or part of the contract  value from a tax  qualified  annuity
(except an IRA,  SIMPLE IRA, SEP or Section 457 plan),  mandatory 20% income tax
withholding  generally  will be  imposed  at the time the  payment  is made.  In
addition,  federal income tax and the 10% IRS penalty tax for early  withdrawals
may apply to amounts  properly  includible in income.  This mandatory 20% income
tax withholding will not be imposed if:



<PAGE>

o    instead of receiving the payment, you elect to have the payment rolled over
     directly to an IRA or another eligible plan;

o    the payment is one 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 designated beneficiary) or made over a
     period of 10 years or more; or

o      the payment is a minimum distribution required under the Code.

These are the major  exceptions  to the  mandatory  20% income tax  withholding.
Payments made to a surviving  spouse instead of being directly rolled over to an
IRA may be subject to 20% income tax withholding. For taxable distributions that
are not subject to the mandatory  20%  withholding,  federal  income tax will be
withheld from the taxable part of your distribution  unless you elect otherwise.
State withholding also may be imposed on taxable distributions.

You will  receive  a tax  statement  for any year  that you  receive  a  taxable
distribution from your annuity contract according to our records.

The  contract  is  intended  to  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,  notwithstanding 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 such amendments.

Our discussion of federal tax laws is based upon our understanding of these laws
as  they  are  currently  interpreted.   Either  federal  tax  laws  or  current
interpretations  of them may change.  You are urged to consult  your tax advisor
concerning your specific circumstances.

The Company

Business

IDS Life is a stock  insurance  company  organized in 1957 under the laws of the
State of Minnesota.  IDS Life is a wholly owned  subsidiary of American  Express
Financial  Corporation,  which is a wholly owned  subsidiary of American Express
Company.  IDS Life acts as a direct  writer of insurance  policies and annuities
and as the  investment  manager of  various  investment  companies.  IDS Life is
licensed  to write life  insurance  and annuity  contracts  in 49 states and the
District of Columbia. The headquarters of IDS Life is IDS Tower 10, Minneapolis,
MN 55440-0010.

Investments by IDS Life

Assets of IDS Life must be invested in accordance with requirements  established
by applicable  state laws regarding the nature and quality of  investments  that
may be made by life insurance  companies and the percentage of their assets that
may be committed to any particular  type of investment.  In general,  these laws
permit   investments,   within   specified   limits   and   subject  to  certain
qualifications, in federal, state, and municipal obligations,

<PAGE>

corporate bonds, preferred and common stocks, real estate mortgages, real estate
and certain other  investments.  All claims by purchasers of the contracts,  and
other general account products, will be funded by the general account.

IDS Life  intends  to  construct  and manage the  investment  portfolio  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.  Immunization  is achieved 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 flexibility and efficiency to IDS
Life in creating and managing the asset  portfolio,  while still assuring safety
and soundness for funding liability obligations.

IDS Life's  investment  strategy will  incorporate  the use of a variety of debt
instruments  having price durations  tending to match the applicable  guaranteed
interest 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 the nationally recognized rating
     agencies;

o     Debt  instruments  that are  unrated,  but which are deemed by IDS Life to
     have an investment quality within the four highest grades;

o     Other debt instruments, which are rated below investment grade, limited to
     15% of assets at the time of purchase; and

o     Real estate  mortgages,  limited to 30% 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 Minnesota and other state insurance laws.

Selected financial data

The following selected  financial data for IDS Life and its subsidiaries  should
be read in  conjunction  with the  consolidated  financial  statements and notes
included in the prospectus beginning on page __.


<PAGE>
<TABLE>
<CAPTION>
                                                     Years ended Dec. 31, (thousands)
                                    1996            1995           1994            1993           1992
<S>                             <C>            <C>             <C>            <C>             <C>        
Premiums                        $   182,921    $   161,530     $   144,640    $   127,245     $   114,379
Net investment income             1,965,362      1,907,309       1,781,873      1,783,219       1,616,821
Net realized (loss) on                 (159)        (4,898)         (4,282)        (6,737)         (3,710)
investments
Other                               574,341        472,035         384,105        304,344         240,959
Total revenues                  $ 2,722,465    $ 2,535,976     $ 2,306,336    $ 2,208,071     $ 1,968,449
Income before income taxes      $   621,714    $   560,782     $   512,512    $   412,726     $   315,821
Net income                      $   414,576    $   364,940     $   336,169    $   270,079     $   211,170
Total assets                    $47,305,981    $42,900,078     $35,747,543    $33,057,753     $27,295,773
</TABLE>

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

Results of operations

1996 compared to 1995:

Consolidated net income increased 14% to $415 million in 1996,  compared to $365
million in 1995. Earnings growth resulted primarily from increases in management
fees and policyholder and  contractholder  charges  partially offset by a slight
decrease in investment margins. These increases reflect higher average insurance
and  annuities in force during  1996.  Investment  margins were below prior year
levels primarily due to increasing interest credited rates throughout 1996.

Consolidated  income before income taxes totaled $622 million in 1996,  compared
with $561 million in 1995. In 1996,  $161 million was from the life,  disability
income and long-term care insurance segment, compared with $125 million in 1995.
In 1996, $461 million was from the annuity  segment,  compared with $440 million
in 1995.

Total premiums  received  increased to $6.1 billion in 1996,  compared with $5.0
billion in 1995.  This  increase  is  primarily  due to an  increase in sales of
variable annuities in 1996.

Total revenues increased to $2.7 billion in 1996,  compared with $2.5 billion in
1995.  The increase is primarily  due to  increases  in net  investment  income,
policyholder  and  contractholder  charges,  and management fees. Net investment
income,  the  largest  component  of  revenues,  increased  from the prior year,
reflecting a slight increase in investments owned.

Policyholder  and  contractholder  charges,  which consist  primarily of cost of
insurance charges on universal life-type policies, increased 18% to $303 million
in 1996, compared with $256 million in 1995. This increase reflects higher total
life insurance in force which grew 13% to $67 billion at December 31, 1996.

Management and other fees  increased 26% to $271 million in 1996,  compared with
$216 million in 1995.  This is primarily due to an increase in separate  account
assets,  which  grew 24% to $19  billion at  December  31,  1996,  due to market
appreciation and sales. The Company provides investment  management services for
the mutual funds used as investment  options for variable annuities and variable
life insurance.  The Company also receives a mortality and expense risk fee from
the separate accounts.



<PAGE>

Total  benefits and  expenses  increased  slightly to $2.1 billion in 1996.  The
largest component of expenses,  interest  credited to policyholder  accounts for
universal  life-type  insurance  and  investment  contracts,  increased  to $1.4
billion.  This was due to higher  aggregate  amounts in force and an increase in
average interest credited rates.

1995 compared to 1994:

Consolidated net income increased 8.6% to $365 million in 1995, compared to $336
million in 1994. Earnings growth resulted primarily from increases in management
fees and policyholder and  contractholder  charges  partially offset by a slight
decrease in investment margins. These increases reflect higher average insurance
and  annuities in force during  1995.  Investment  margins were below prior year
levels  primarily  due to higher  interest  credited  rates during the first two
quarters of 1995.

Consolidated  income before income taxes totaled $561 million in 1995,  compared
with $513 million in 1994. In 1995,  $125 million was from the life,  disability
income, health and long-term care insurance segment,  compared with $123 million
in 1994. In 1995, $440 million was from the annuity segment,  compared with $394
million in 1994.  There was a $4.9 million net realized loss on  investments  in
1995, compared with a net realized loss on investments of $4.3 million in 1994.

Total premiums  received  decreased to $5.0 billion in 1995,  compared with $5.7
billion in 1994.  This  decrease  is  primarily  due to a  decrease  in sales of
variable  annuities,  reflecting  very strong sales of variable  products during
1994.

Total revenues increased to $2.5 billion in 1995,  compared with $2.3 billion in
1994.  The increase is primarily  due to  increases  in net  investment  income,
policyholder  and  contractholder  charges,  and management fees. Net investment
income,  the  largest  component  of  revenues,  increased  from the prior year,
reflecting an increase in investments owned.

Policyholder  and  contractholder  charges,  which consist  primarily of cost of
insurance charges on universal life-type policies, increased 16% to $256 million
in 1995, compared with $220 million in 1994. This increase reflects higher total
life insurance in force which grew 13% to $59.4 billion at December 31, 1995.

Management and other fees  increased 32% to $216 million in 1995,  compared with
$164 million in 1994.  This is primarily due to an increase in separate  account
assets,  which  grew 38% to $15  billion at  December  31,  1995,  due to market
appreciation and sales. The Company provides investment  management services for
the mutual funds used as investment  options for variable annuities and variable
life insurance.  The Company also receives a mortality and expense risk fee from
the separate accounts.

Total  benefits  and expenses  increased  to $2.0  billion in 1995.  The largest
component of expenses,  interest credited to policyholder accounts for universal
life-type insurance and investment  contracts,  increased to $1.3 billion.  This
was due to higher aggregate amounts in force and an increase in average interest
credited rates.



<PAGE>

Risk management

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 clients' 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 clients'  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 and swaps, 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 clients' accounts.

Liquidity and capital resources

The  liquidity  requirements  of the  Company  are met by  funds  provided  from
operations and investment activity. The primary components of the funds provided
are 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, policy loans, dividends and investment purchases.

The  Company  has  available  lines of  credit  with two  banks  and its  parent
aggregating $175 million,  of which $100 million is with its parent. The $25,000
line of credit  with one bank  expired on Dec.  31, 1996 and the Company did not
seek renewal. The $50,000 line of credit with the other bank expires on June 30,
1997 and the  Company  expects  to seek  renewal.  The lines of credit  are used
strictly  as  short-term  sources  of funds.  Borrowings  outstanding  under the
agreements  were $nil at Dec. 31, 1996.  At Dec. 31, 1996,  outstanding  reverse
repurchase agreements totaled $17 million.

At Dec. 31, 1996, investments in fixed maturities comprised 86% of the Company's
total invested assets.  Of the fixed maturity  portfolio,  approximately  42% is
invested in GNMA, FNMA and FHLMC mortgage-backed securities which are considered
AAA/Aaa quality.

At Dec. 31,  1996,  approximately  9.6% 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 high-rated  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

<PAGE>

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 Dec.  31, 1996,  net  unrealized  appreciation  on fixed  maturities  held to
maturity included $380 million of gross unrealized  appreciation and $94 million
of  gross  unrealized   depreciation.   Net  unrealized  appreciation  on  fixed
maturities  available  for  sale  included  $231  million  of  gross  unrealized
appreciation and $93 million of gross unrealized depreciation.

At Dec. 31, 1996,  the Company had an  allowance  for losses for mortgage  loans
totaling $37 million and for real estate investments totaling $4 million.

The economy and other factors have caused an increase in the number of insurance
companies that are under regulatory supervision.  This circumstance has resulted
in an increase in assessments by state guaranty  associations to cover losses to
policyholders of insolvent or rehabilitated  companies.  Some assessments can be
partially  recovered  through a  reduction  in future  premium  taxes in certain
states. The Company  established an asset for guaranty  association  assessments
paid to those  states  allowing  a  reduction  in future  premium  taxes  over a
reasonable  period of time.  The asset is being  amortized as premium  taxes are
reduced.  The  Company  has  also  estimated  the  potential  effect  of  future
assessments  on the Company's  financial  position and results of operations and
has established a reserve for such potential assessments.

In the first  quarter of 1997,  the Company  paid a $45 million  dividend to its
parent. In 1996, dividends paid to its parent were $165 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 Dec. 31, 1996, the Company's  total adjusted  capital was well in
excess of the levels requiring regulatory attention.

Segment information

The Company's operations consist of two business segments:  Individual and group
life,  disability  income and long-term care  insurance;  and fixed and variable
annuity products designed for individuals,  pension plans,  small businesses and
employer-sponsored groups. The Company is not dependent upon any single customer
and no single  customer  accounted for more than 10% of revenue in 1996, 1995 or
1994.  Additionally,  no  single  distributor  accounted  for  more  than 10% of
premiums received in 1996, 1995 or 1994. (See Note 10, Segment  information,  in
the "Notes to Consolidated Financial Statements".)



<PAGE>

Reinsurance

Reinsurance  arrangements  are used to  reduce  exposure  to large  losses.  The
maximum  amount of risk  retained  by the Company on any one life is $750,000 of
life and waiver of premium  benefits plus $50,000 of accidental  death benefits.
The excesses are reinsured with other life insurance companies.  At December 31,
1996,  traditional  life and universal  life-type  insurance in force aggregated
$67.2 billion, of which $3.9 billion was reinsured.

Reserves

In  accordance  with the  insurance  laws and  regulations  under which IDS Life
operates,  it is obligated to carry on its books,  as  liabilities,  actuarially
determined  reserves to meet its obligations on its outstanding  life and health
insurance  policies and annuity  contracts.  Reserves for policies and contracts
are based on mortality and morbidity tables in general use in the United States.
These  reserves are computed  amounts that,  with  additions from premiums to be
received,  and with  interest on such  reserves  compounded  annually at assumed
rates,  will be  sufficient  to meet  IDS  Life's  policy  obligations  at their
maturities or in the event of an insured's death. In the accompanying  financial
statements  these reserves are determined in accordance with generally  accepted
accounting  principles.  (See Note 1, Liabilities for future policy benefits, in
the "Notes to Consolidated Financial Statements.")

Investments

Of IDS Life's  consolidated total investments of $25.6 billion at Dec. 31, 1996,
36% was  invested in  mortgage-backed  securities,  47% in  corporate  and other
bonds, 14% in primary mortgage loans on real estate,  2% in policy loans and the
remaining 1% in other investments.

Competition

IDS Life is 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  2,600  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition,  1996,  assigned  IDS  Life  one of  its  highest  classifications,  A+
(Superior).

Employees

As of Dec. 31, 1996, IDS Life and its subsidiaries had 266 employees;  including
209 employed at the corporate office in Minneapolis,  MN, 8 employed at American
Centurion Life Assurance  Company  located in Albany,  NY and 49 employed at IDS
Life Insurance Company of New York located in Albany, NY.

Properties

IDS Life  occupies  office  space in  Minneapolis,  MN,  which is  rented by its
parent,  American Express Financial  Corporation.  IDS Life reimburses  American
Express Financial  Corporation for rent based on direct and indirect  allocation
methods. Facilities occupied by IDS Life and its subsidiaries are believed to be
adequate for the purposes for which they are used and are well maintained.



<PAGE>

State regulation

IDS Life is subject to the laws of the State of  Minnesota  governing  insurance
companies and to the  regulations  of the Minnesota  Department of Commerce.  An
annual  statement in the prescribed form is filed with the Minnesota  Department
of Commerce each year covering IDS Life's  operation for the preceding  year and
its  financial  condition at the end of such year.  Regulation  by the Minnesota
Department of Commerce  includes  periodic  examination  to determine IDS Life's
contract  liabilities and reserves so that the Minnesota  Department of Commerce
may certify  that these items are  correct.  IDS Life's  books and  accounts are
subject to review by the  Minnesota  Department  of Commerce at all times.  Such
regulation  does  not,  however,   involve  any  supervision  of  the  account's
management or IDS Life's investment practices or policies. In addition, IDS Life
is subject to regulation  under the  insurance  laws of other  jurisdictions  in
which it operates.  A full  examination  of IDS 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 members of the Board of Directors  and the principal  executive  officers of
IDS Life,  together with the  principal  occupation of each during the last five
years, are as follows:

Directors*

David R. Hubers
Born in 1943

Director since September  1989;  president and chief  executive  officer,  AEFC,
since August 1993,  and director  since  January  1984.  Senior vice  president,
Finance and chief financial officer, AEFC, from January 1984 to August 1993.

Richard W. Kling
Born in 1940

Director  since  February  1984;  president  since  March 1994.  Executive  vice
president,  Marketing and Products from January 1988 to March 1994.  Senior vice
president,  AEFC,  since May 1994.  Director of IDS Life Series  Fund,  Inc. and
member of the board of managers and president of IDS Life Variable Annuity Funds
A and B.

Paul F. Kolkman
Born in 1946

Director  since May 1984;  executive  vice  president  since  March  1994;  vice
president,  Finance from May 1984 to March 1994;  vice  president,  AEFC,  since
January 1987. Vice president and chief actuary of IDS Life Series Fund, Inc.



<PAGE>

James A. Mitchell
Born in 1941

Chairman  of the board  since  March  1994;  director  since  July  1984;  chief
executive  officer since November 1986;  president from July 1984 to March 1994;
executive vice president,  AEFC,  since March 1994;  director,  AEFC, since July
1984; senior vice president, AEFC, from July 1984 to March 1994.

Barry J. Murphy
Born in 1951

Director and executive vice president,  Client Service, since March 1994; senior
vice president,  AEFC,  since May 1994;  senior vice  president,  Travel Related
Services  (TRS),  a subsidiary of American  Express  Company,  from July 1992 to
April 1994; vice president, TRS, from November 1989 to July 1992.

Stuart A. Sedlacek
Born in 1957

Director and executive vice  president,  Assured  Assets since March 1994;  vice
president, AEFC, since September 1988.

Officers other than directors*

Jeffrey S. Horton
Born in 1961

Vice president and treasurer  since December 1997;  vice president and corporate
treasurer, AEFC, since December 1997; controller,  American Express Technologies
- - Financial Services,  AEFC, from July 1997 to December 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.

William A. Stoltzmann
Born in 1948

Vice  president,  general  counsel and secretary  since 1989; vice president and
assistant general counsel, AEFC, since November 1985.

*The address for all of the directors  and principal  officers is: IDS Tower 10,
Minneapolis, MN 55440-0010.

Executive compensation

Executive officers of IDS Life 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 1996 to IDS
Life and its affiliates.  The table also shows the total cash  compensation paid
to all executive  officers of IDS Life, as a group, who were executive  officers
at any time during 1996.


<PAGE>
<TABLE>
<CAPTION>

Name of individual or number in
group                                Position held                       Cash compensation
- ------------------------------------ ----------------------------------- -----------------------------------
<S>                                  <C>                                 <C>       
Five most highly compensated                                             $3,448,681
executive officers as a group:

James A. Mitchell                    Chairman of the Board and Chief
                                         Executive Officer

Richard W. Kling                     President

Barry J. Murphy                      Exec. Vice President, Client
                                         Service

Stuart A. Sedlacek                   Exec. Vice President, Assured
                                         Assets

Lorraine R. Hart                     Vice President, Investments

All executive officers as a group                                        $4,923,385
(10)
</TABLE>

Security ownership of management

IDS Life's directors and officers do not beneficially own any outstanding shares
of stock of IDS  Life.  All of the  outstanding  shares of stock of IDS Life are
beneficially owned by its parent,  American Express Financial  Corporation.  The
percentage  of shares of American  Express  Financial  Corporation  owned by any
director,  and by all  directors  and officers of IDS Life as a group,  does not
exceed 1% of the class outstanding.

Legal proceedings and opinion

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in  which  IDS  Life  does  business  involving  insurers'  sales
practices,  alleged agent misconduct,  failure to properly supervise agents, and
other matters. IDS Life, like other life and health insurers,  from time to time
is involved in such  litigation.  On December 13, 1996, an action of this nature
was commenced in Minnesota  state court.  The plaintiffs  purport to represent a
class consisting of all persons who replaced existing IDS Life policies with new
IDS Life policies from and after January 1, 1985.  Plaintiffs seek damages in an
unspecified  amount and also seek to establish a claims resolution  facility for
the  determination  of  individual  issues.  IDS  Life  filed an  answer  to the
Complaint on February 18, 1997. A similar  action  involving the  replacement of
existing IDS Life insurance policies and annuity contracts was filed in the same
court on March 21, 1997.

IDS Life believes it has meritorious defenses to these and other actions arising
in connection with the conduct of its business  activities and intends to defend
them vigorously. IDS Life believes that it is not a party to, nor are any of its
properties  the  subject of, any pending  legal  proceedings  which would have a
material adverse effect on its consolidated financial condition.



<PAGE>

Legal  matters in  connection  with federal laws and  regulations  affecting the
issue  and  sale  of  the  contracts   described  in  this  prospectus  and  the
organization  of IDS Life, its authority to issue  contracts under Minnesota law
and the validity of the forms of the  contracts  under  Minnesota  law have been
passed on by the general counsel of IDS Life.

Experts

The consolidated  financial statements of IDS Life Insurance Company at December
31, 1996, and 1995, and for each of the three years in the period ended December
31, 1996,  appearing in this  prospectus  and  registration  statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon  appearing  elsewhere herein and in the registration  statement,  and is
included in reliance  upon such report given upon the  authority of such firm as
experts in accounting and auditing.


<PAGE>

Appendix A

Partial surrender illustration

Involving a market value adjustment

Annuity assumptions:
Single payment         $10,000
Guarantee period       10 years
Guarantee rate (ig)    6% effective annual yield

                                     End of contract year accumulation
                                                   values
           Contract year                      if no surrenders
- ------------------------------------ -----------------------------------
                 1                           $    10,600.00
                 2                                11,236.00
                 3                                11,910.16
                 4                                12,624.77
                 5                                13,382.26
                 6                                14,185.19
                 7                                15,036.30
                 8                                15,938.48
                 9                                16,894.79
                10                                17,908.48

Partial surrender assumptions:

On the first day of your 4th contract year you request a partial surrender of:

Example I       --   $2,000 of your accumulation value
Example II      --   A $2,000 net surrender check

The accumulation value surrendered is subject to a market value adjustment.

The current rate (ic) for applicable new sales and renewals = 5.5%

The number of full years left in your guarantee period (N) = 7

The number of fractional years left in your guarantee period (t) = 0

Example I - $2,000 of accumulation value surrendered

What will be your market value adjustment amount?

The market adjusted value of your $2,000 partial surrender will be:

                 Renewal value of accumulation value surrendered
                 -----------------------------------------------
                              (1 + ic + .0025)(N + t)


<PAGE>

                         =      $2,000 (1 + ig)7
                                ----------------
                                (1 + ic + .0025)7

                         =       $2,000 (1.06)7
                                 --------------
                                    (1.0575)7

                         =          $2,033.33

The market value  adjustment = the market  adjusted value  surrendered  less the
accumulation value surrendered

$2,033.33 - $2,000 = $33.33

(NOTE: This market value adjustment is positive. In other cases the market value
adjustment may be negative.)

What net amount will you receive?

Your contract's  accumulation value will decrease by $2,000 and we will send you
a check for:

Accumulation value surrendered                     $2,000.00
Market value adjustment                                33.33
Net surrender amount                               $2,033.33

Example II - $2,000 net surrender check requested

What will be the accumulation value surrendered?

Tell us if you  want a  specific  net  surrender  check  amount.  We  will  work
backwards  using an involved  formula to determine how much  accumulation  value
must be surrendered to result in a net check to you for a specific amount. For a
$2,000 net check to you, the formula results in $1,967.21 of accumulation  value
to be surrendered.

What will be your market value adjustment amount?

The market adjusted value is:

                 Renewal value of accumulation value surrendered
                 -----------------------------------------------
                             (1 + ic + .0025)(N + t)

                         =     $1,967.21 (1 + ig)7
                               -------------------
                                (1 + ic + .0025)7

                         =      $1,967.21 (1.06)7
                                -----------------
                                    (1.0575)7

                         =          $2,000.00


<PAGE>

The market value  adjustment = the market  adjusted value  surrendered  less the
accumulation value surrendered

$2,000.00 - $1,967.21 = $32.79

(NOTE: This market value adjustment is positive. In other cases the market value
adjustment may be negative.)

What net amount will you receive?

Your contract's  accumulation  value will decrease by $1,967.21 and we will send
you a check for:

Accumulation value surrendered                   $1,967.21
Market value adjustment                              32.79
- ----------------------------------------------------------
Net surrender amount                             $2,000.00


<PAGE>

Appendix B

Market value adjustment illustration

Annuity assumptions:
Single payment             $50,000
Guarantee period           10 years
Guarantee rate             6% effective annual yield

Market  adjustment  assumptions:  These  examples  show  how  the  market  value
adjustment  may affect your contract  values.  The  surrenders in these examples
occur one year after the contract date. There are no previous surrenders.

The  accumulation  value at the end of one year is $53,000.  If there aren't any
surrenders, the renewal value at the end of the 10 year guarantee period will be
$89,542.38.

The market value  adjustment  is based on the rate we are crediting (at the time
of your surrender) on new contracts with the same length guarantee period as the
time remaining in your guarantee  period.  After one year, you have 9 years left
of your 10 year guarantee period.

Example I shows a downward market value  adjustment.  Example II shows an upward
market value adjustment.

Market adjusted value formula:

Market adjusted  value  =    (Renewal value)
                           --------------------
                          (1 + ic + .0025)(N + t)

Renewal value       --     The accumulation value at the end of the current 
                           guarantee period

        ic          --     The current interest rate offered for new contract 
                           sales and renewals for the number of years remaining
                           in the guarantee period

         N          --     The number of complete contract years to the end of
                           the current guarantee period

         t          --     The fraction of the contract year remaining to the 
                           end of the contract year

Example I - Downward market value adjustment

A surrender  results in a downward  market value  adjustment when interest rates
have  increased.  Assume  after 1  year,  we are now  crediting  6.5%  for a new
contract with a 9 year  guarantee  period.  If you fully  surrender,  the market
adjusted value would be:

                      Renewal value
                  --------------------
                 (1 + ic + .0025)(N + t)


<PAGE>

         =             $89,542.38
                   ------------------
                  (1 + .065 + .0025)9

         =            $49,741.36

The market value adjustment is a $3,258.64 reduction of the accumulation value:

($3,258.64) = $49,741.36 - $53,000

If you  surrendered  half of your contract  instead of all, the market  adjusted
value of the surrendered portion would be one-half that of the full surrender:

$24,870.68 =              $44,771.19
                       ------------------
                      (1 + .065 + .0025)9

Example II - Upward market value adjustment

A surrender  results in an upward market value  adjustment  when interest  rates
have  decreased  more than .25%.  Assume after 1 year, we are now crediting 5.5%
for a new contract with a 9 year guarantee period. If you fully surrender, the 
market adjusted value would be:

                     Renewal value 
                 ---------------------
                (1 + ic + .0025)(N + t)

         =            $89,542.38
                   ------------------
                  (1 + .055 + .0025)9

         =            $54,138.38

The market value adjustment is a $1,138.38 increase of the accumulation value:

$1,138.38 = $54,138.38 - $53,000

If you  surrendered  half of your contract  instead of all, the market  adjusted
value of the surrendered portion would be one-half that of the full surrender:

$27,069.19 =              $44,771.19
                       ------------------
                      (1 + .055 + .0025)9

<PAGE>

                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

         The expenses of the issuance and  distribution  of the interests in the
IDS Life Account MGA of IDS Life Insurance Company to be registered,  other than
commissions on sales of the Contracts, are to be borne by the Registrant.

Item 14. Indemnification of Directors and Officers

         Section  300.083 of Minnesota  Law provides in part that a  corporation
organized  under  such  law  shall  have  power to  indemnify  anyone  made,  or
threatened to be made, a party to a threatened, pending or completed proceeding,
whether civil or criminal, administrative or investigative, because he is or was
a director or officer of the corporation,  or served as a director or officer of
another corporation at the request of the corporation. Indemnification in such a
proceeding  may  extend  to  judgments,  penalties,  fines and  amounts  paid in
settlement,  as well as to reasonable  expenses,  including  attorneys' fees and
disbursements.  In a civil proceeding, there can be no indemnification under the
statute,  unless it appears that the person seeking indemnification has acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best  interests  of the  corporation  and its  shareholders  and unless such
person has received no improper personal benefit; in a criminal proceeding,  the
person seeking indemnification must also have no reasonable cause to believe his
conduct was unlawful.

         Article IX of the By-laws of IDS Life  Insurance  Company  requires IDS
Life  Insurance  Company  to  indemnify  directors  and  officers  to the extent
indemnification is permitted as stated by the preceding paragraph,  and contains
substantially the same language as the above-mentioned Section 300.083.

         Article IX, paragraph (2), of the By-laws of IDS Life Insurance Company
provides as follows:

         "Section 2. The Corporation  shall indemnify any person who was or is a
party or is threatened  to be made a party,  by reason of the fact that he is or
was a director,  officer,  employee or agent of this  Corporation,  or is or was
serving at the direction of the Corporation as a director,  officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise, to any threatened,  pending or completed action, suit or proceeding,
wherever  brought,  to the fullest extent  permitted by the laws of the State of
Minnesota,  as now existing or  hereafter  amended,  provided  that this Article
shall not  indemnify or protect any such  director,  officer,  employee or agent
against any  liability to the  Corporation  or its security  holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence,  in the  performance  of his  duties or by  reason  of his  reckless
disregard of his obligations and duties."

         The parent company of IDS Life Insurance Company maintains an insurance
policy which  affords  liability  coverage to directors and officers of IDS Life
Insurance Company while acting in that capacity. IDS Life Insurance Company pays
its proportionate share of the premiums for the policy.



<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 15. Recent Sales of Unregistered Securities

                  None

Item 16. Exhibits and Financial Statement Schedules

(a)      Exhibits

1. - 2.      Not Applicable.

3.1  Copy of Certificate of  Incorporation  of IDS Life Insurance  Company filed
     electronically  as  Exhibit  3.1  to  Post-Effective  Amendment  No.  5  to
     Registration Statement No. 33-28976 is incorporated herein by reference.

3.2  Copy  of  the  Amended   By-laws  of  IDS  Life  Insurance   Company  filed
     electronically  as  Exhibit  3.2  to  Post-Effective  Amendment  No.  5  to
     Registration Statement No. 33-28976 is incorporated herein by reference.

3.3  Copy of Resolution of the Board of Directors of IDS Life Insurance Company,
     dated May 5, 1989,  establishing IDS Life Account MGA filed  electronically
     as Exhibit 3.3 to Post-Effective  Amendment No. 5 to Registration Statement
     No. 33-28976 is incorporated herein by reference.

4.1  Copy of Non-tax  qualified  Group Annuity  Contract,  Form 33111,  is filed
     electronically herewith.

4.2  Copy of Non-tax qualified Group Annuity  Certificate,  Form 33114, is filed
     electronically herewith.

4.3  Copy  of Tax  qualified  Group  Annuity  Contract,  Form  33112,  is  filed
     electronically herewith.

4.4  Copy of Tax  qualified  Group  Annuity  Certificate,  Form 33115,  is filed
     electronically herewith.



<PAGE>

4.5  Copy of Group IRA Annuity  Contract,  Form 33113,  is filed  electronically
     herewith.

4.6  Copy of Group IRA Annuity Certificate,  Form 33116, is filed electronically
     herewith.

5.   Opinion  of  Counsel  regarding  legality  of  Contracts  to  be  filed  by
     amendment.

6. - 21.     Not Applicable.

22.  Copy  of  List  of  Subsidiaries  filed  electronically  as  Exhibit  22 to
     Post-Effective  Amendment No. 8 to  Registration  Statement No. 33-28976 is
     incorporated herein by reference.

23.          Not Applicable.

24.          Consent of Independent Auditors to be filed by amendment.

25.          Power of Attorney, dated August 19, 1997, is filed electronically
             herewith.

(b)      Financial Statement Schedules

         27.1         Financial Statement Schedules to be filed by amendment.

         27.2         Financial Data Schedule to be filed by amendment.

Item 17. Undertakings

A.       The Registrant undertakes:

         (1)      to file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)      to include any prospectus required by Section 10(a)
                           (3) of the Securities Act of 1933,

                  (ii)     to  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement,

                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement,



<PAGE>

         (2)      that, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new Registration Statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities  at that time may be deemed to be the initial  bona
                  fide offering thereof, and

         (3)      to  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

B.   The Registrant  represents that it is relying upon the no-action  assurance
     given to the  American  Council of Life  Insurance  (pub.  avail.  Nov. 28,
     1988).  Further,  the Registrant  represents  that it has complied with the
     provisions of paragraphs (1) - (4) of the no-action letter.


<PAGE>

                                                SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized in this City of Minneapolis, and State of
Minnesota on the 19th day of December, 1997.

                           IDS Life Insurance Company
                                  (Registrant)

                              By   /s/James A. Mitchell*
                                      James A. Mitchell, Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated on the 19th day of December, 1997.

Signature                                  Title

/s/  James A. Mitchell*                    Chairman of the Board
     James A. Mitchell                     and Chief Executive Officer

/s/  Richard W. Kling*                     Director and President
     Richard W. Kling

/s/  Jeffrey S. Horton                     Vice President and Treasurer
     Jeffrey S. Horton


/s/  David R. Hubers*                      Director
     David R. Hubers

/s/  Paul F. Kolkman*                      Director and Executive Vice President
     Paul F. Kolkman

/s/  Barry J. Murphy*                      Director and Executive Vice
     Barry J. Murphy                       President, Client Service

/s/  Stuart A. Sedlacek*                   Director and Executive Vice
     Stuart A. Sedlacek                    President, Assured Assets

*Signed   pursuant  to  Power  of  Attorney   dated  August  19,   1997,   filed
electronically herewith for IDS Life Insurance Company (IDS Life Account MGA).

By:




____________________________________
Bruce A. Kohn




<PAGE>
IDS Life Insurance Company
IDS Life Account MGA
Portfolio Guaranteed Term Annuity

EXHIBIT INDEX

Exhibit 4.1:   Copy of Non-tax qualified Group Annuity Contract, Form 33111.

Exhibit 4.2:   Copy of Non-tax qualified Group Annuity Certificate, Form 33114.

Exhibit 4.3:   Copy of Tax qualified Group Annuity Contract, Form 33112.

Exhibit 4.4:   Copy of Tax qualified Group Annuity Certificate, Form 33115.

Exhibit 4.5:   Copy of Group IRA Annuity Contract, Form 33113.

Exhibit 4.6:   Copy of Group IRA Annuity Certificate, Form 33116.

Exhibit 25:    Power of Attorney, dated August 19, 1997.



<PAGE>

- --------------------------------------------------------------------------------

=====================================================================
GROUP ANNUITY CONTRACT
=====================================================================

- --------------------------------------------------------------------------------

o    Purchase payments are payable in a single sum.
o    Annuity payments begin on the settlement date.
o    This contract is nonparticipating.  Dividends are not payable.


Contract Holder:              ABC Corporation, Trustee
Contract Number:              33111-GP1
Contract Date:                July 1, 1997

IDS Life  Insurance  Company,  herein called the Company,  will pay the benefits
provided by this  contract in accordance  with and subject to all  provisions of
this contract.

We  issue  this   contract  in   consideration   of  the   application   of  the
contractholder.

THE GROUP ANNUITY CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT  FORMULA WHICH MAY
RESULT IN BOTH  UPWARD AND  DOWNWARD  ADJUSTMENTS  IN CASH  SURRENDER  BENEFITS.
Surrenders are available without market value adjustment on the last day of each
certificate guarantee period.

Signed for and issued by IDS Life Insurance Company, Minneapolis,  Minnesota, as
of the contract date shown above.


President:
[GRAPHIC OMITTED]
Richard W. Kling

Secretary:
[GRAPHIC OMITTED]
William A. Stoltzmann


[GRAPHIC OMITTED]
AMERICAN EXPRESS
Financial Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

33111

<PAGE>

                                  CONTRACT DATA

GROUP CONTRACTHOLDER:                        ABC Corporation, Trustee

GROUP CONTRACT NUMBER:                       33111-GP1

SURRENDER CHARGE:                            There are no surrender charges.

MARKET VALUE ADJUSTMENT:                     Applied at any time other than the
                                             last day of a Guaranteed Period or
                                             for death benefits.

GUARANTEE PERIODS:                           1-10 Years


<PAGE>

==========================================================
Guide to Contract Provisions
==========================================================

Definitions                     Important words and meanings/Pages 4-5

The Annuity Contract            Entire contract; Modification; Incontestability;
                                Benefits based on incorrect data/Page 6

Contractholder and              Contractholder; Owner's rights; Change
Owner                           of ownership; Assignment/Page 7

Beneficiary and Payments to     Who is the beneficiary; Change of
Beneficiary                     beneficiary; Payments to beneficiary;
                                Pre-election of beneficiary plans/Pages 8-9

Purchase Payment                Payment of the purchase payment/Page 9

Accumulation Value,             How the accumulation value is
Cash Surrender Value,           determined; Surrender of the certificate for
and Market Adjusted Value       the cash surrender value; How the market
                                adjusted value is determined; Annual
                                statement of value/Pages 10-11

Annuity Payment Plans           When annuity payments begin; Different ways to
                                receive annuity payments/Page 12

Table of Settlement Rates       Table showing monthly annuity payment amounts
                                for the various plans/Page 13




<PAGE>

==========================================================
Definitions
==========================================================

The following  words are used often in this  contract.  When we use these words,
this is what we mean:

the annuitant
The person on whose life monthly annuity payments depend.

you, your, owner
The owner of the certificate. The owner may be someone other than the annuitant.
The owner may be changed as provided in this contract.

we, our, us
IDS Life Insurance Company

certificate date
It is the date from which  certificate  anniversaries,  certificate  years,  and
certificate  months  are  determined.   The  certificate  date  is  shown  under
Certificate Data, in the certificate.

certificate anniversary
The same day and month as the  certificate  date each year that the  certificate
remains in force.

initial guarantee period
The period during which the initial guarantee rate will be credited. It is shown
under certificate data, in the certificate.

initial guarantee rate
The rate of  interest  credited  to the  purchase  payment as  described  in the
accumulation  value  section.  It  is  shown  under  certificate  data,  in  the
certificate.

renewal guarantee period
A renewal guarantee period will begin at the end of each guarantee period. It is
determined in accordance with the terms of the contract.

renewal guarantee rate
The  rate  of  interest  credited  to the  renewal  value  as  described  in the
accumulation value section.

renewal date
The first day of a renewal  guarantee period. It will always be on a certificate
anniversary.

current rate
The applicable  interest rate contained in a schedule of rates established by us
from time to time for various guarantee periods.

accumulation value
The value of the  purchase  payment  plus  interest  credited,  adjusted for any
surrenders.

market adjusted value
The accumulation value adjusted by the market adjusted value formula.

market value adjustment
The market adjusted value minus the accumulation value.

renewal value
The accumulation value at the end of the guarantee period.

cash surrender value
The market  adjusted  value is the cash  surrender  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.


<PAGE>

written request
A request in writing  signed by the owner and  delivered to us at our  corporate
office.

settlement
If the settlement date is not the last day of a guarantee period,  settlement is
the application of the market adjusted value of a certificate to provide annuity
payments.  On the last day of a guarantee period,  settlement is the application
of the accumulation value of a certificate to provide annuity payments.

settlement date
The date on which annuity  payments are to begin under a certificate.  This date
may be changed as provided in the contract.


<PAGE>

==========================================================
The Annuity Contract
==========================================================

What is the entire contract?

This Group  Contract,  including  any  endorsements  or  riders,  and the master
application  of the Group  Contractholder  is the entire  contract  between  the
Contractholder and us.

No  one  except  one of  our  corporate  officers  (President,  Vice  President,
Secretary,  or  Assistant  Secretary)  can  change or waive any of our rights or
requirements under the contract.  That person must do so in writing. None of our
agents or other  persons has the  authority to change or waive any of our rights
or requirements under the contract.

Can this contract be modified?

This  contract  may be  modified  at any time by written  agreement  between the
contractholder  and us. The modification  must be signed by one of our corporate
officers  (President,  Vice  President,  Secretary or Assistant  Secretary).  No
modification  will affect the amount or term of any  certificates  issued before
the  effective  date of the  modification  unless it is  required to conform the
contract  to, or give the  contractholder  the  benefit of, any Federal or State
statutes.

When will the certificate become incontestable?

The certificate is incontestable from its date of issue.


What if benefits are based on incorrect data?

If the amount of benefits is determined by data as to a person's age or sex that
is incorrect,  benefits will be  recalculated  on the basis of the correct data.
Any underpayments made by us will be made up immediately.  Any overpayments made
by us will be subtracted  from the future payments under this contract and/or as
otherwise legally permissible.

What federal and state laws govern the contract?

This contract is intended to qualify as an annuity  contract for Federal  income
tax purposes. To that end, the provisions of this contract are to be interpreted
to ensure or maintain such tax  qualification,  despite any other  provisions to
the  contrary.  We reserve  the right to amend  this  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 such amendments.

The contract is governed by the law of the state in which it is  delivered.  The
values and benefits of the  certificates are at least equal to those required by
such state.


<PAGE>

==========================================================
Contractholder and Owner
==========================================================

Who is the Group Contractholder?

The group  contractholder  is listed on the  cover  page of this  contract.  The
contract   provides   for  a   successor   contractholder.   In  the  event  the
contractholder should merge with another corporation,  the new corporation would
be the group contractholder.

What are the rights of the owners of the certificates?

As long as the  annuitant  is  living  and  unless  otherwise  provided  in this
contract,  the owner may exercise all rights and  privileges in this contract or
allowed by us.

How can the ownership be changed on the certificate?

The owner can change the ownership of the  certificate  by written  request on a
form approved by us. The change must be made while the annuitant is living. Once
the change is recorded by us, it will take effect as of the date of the request,
subject to any action taken or payment made by us before the recording.

Can the owner assign the certificate as collateral?

Yes. While the annuitant is living,  the owner can assign the certificate or any
interest in it. The owner's  interest  and the  interest of any  beneficiary  is
subject  to the  interest  of the  assignee.  An  assignment  is not a change of
ownership  and an  assignee  is not an  owner  as  these  terms  are used in the
contract. Any amounts payable to the assignee will be paid in a single sum.

A copy of any assignment  must be submitted to us at our corporate  office.  Any
assignment  is  subject to any  action  taken or  payment  made by us before the
assignment was recorded at our corporate  office. We are not responsible for the
validity or effect - tax or otherwise - of any assignment.


<PAGE>

==============================================
Beneficiary and Payments
to Beneficiary
==============================================

What death benefits are paid if the annuitant or  certificate  owner dies before
settlement?

If the annuitant or owner dies before  settlement  while the  certificate  is in
force, we will pay the beneficiary the accumulation value.

The above described payment will also be made upon the first to die if ownership
is in a joint  tenancy  except  where  spouses  are joint  owners with rights of
survivorship  and the  surviving  spousal  joint owner  elects to  continue  the
certificate.  For joint  spousal  ownership  with  rights of  survivorship,  the
surviving  spouse  is  deemed  the  sole   beneficiary   superseding  any  other
beneficiary  designation.  The beneficiary may elect to receive payment any time
within 5 years after the date of death of the annuitant.

Unless the owner has provided  otherwise  during the lifetime of the  annuitant,
the  beneficiary may elect by written request to have the amount payable applied
under the terms of the annuity payment plans section of the contract provided:

1.   the  beneficiary  elects the plan within 60 days after we receive due proof
     of death; and

2.   payments begin no later than one year after the date of death; and

3.   the plan provides equal or substantially equal payments over a period which
     does not exceed the life of the  beneficiary or the life  expectancy of the
     beneficiary.

In this event,  the  references  to  "annuitant"  in the annuity  payment  plans
section of the contract will apply to the beneficiary.

Can you pre-elect an annuity payment plan for a beneficiary?

During their lifetime the owner may elect how the death benefit described herein
is to be paid under the  certificate in the event of death before the settlement
date.  Any such  election  must be made on a form  satisfactory  to us.  We must
receive the form in our corporate  office prior to the first to die of the owner
or annuitant.  In this event the death benefit shall be payable as so elected by
the owner, rather than the beneficiary. If for any reason such election does not
satisfy Internal Revenue Code section 72 distribution requirements, the election
will be void  and the  beneficiary  will  then be  permitted  to  elect  payment
pursuant to the provisions of the contract.

To whom are the death benefits payable?

Benefits  will  be paid  equally  to all  primary  beneficiaries  surviving  the
annuitant.  If none  survive,  proceeds  will be paid equally to all  contingent
beneficiaries surviving the annuitant. If no beneficiary survives the annuitant,
we will pay the  benefits  to the owner,  if living,  otherwise  to the  owner's
estate.

Who is the beneficiary?

Beneficiaries  are those you name, in a form  satisfactory to us, to receive the
benefits of this contract if the owner or annuitant  dies while this contract is
in force.  The owner may  change  the  beneficiary  as  provided  below.  If the
beneficiary  has been changed,  we will pay any benefits in accordance  with the
owner's last change of beneficiary request.

How does the owner change the beneficiary?

The owner may change the  beneficiary  any time while the annuitant is living by
satisfactory  written  request to us. Once the change is recorded by us, it will
take effect as of the date of the owner's  request,  subject to any action taken
or payment made by us before the recording.

What are the rights of the beneficiary?

If the death  benefit  under this  contract  becomes  payable  to a  beneficiary
(payee) under an Annuity Payment Plan, that payee shall have the right to name a
beneficiary. Any such request from the payee must be made on a form satisfactory
to us.



<PAGE>

What is the spouse's option to continue the certificate?

If the owner's death occurs prior to the settlement date, the owner's spouse, if
designated as sole  beneficiary,  may elect in writing to forego  receipt of the
death benefit and instead  continue the  certificate in force as its owner.  The
election by the spouse must be made within 60 days after we receive due proof of
death.

What if the annuitant dies after settlement?

If the annuitant dies after settlement,  the amount payable,  if any, will be as
provided in the annuity payment plan then in effect.

- --------------------------------------------------------------------------------

==============================================
Purchase Payment
==============================================

What is the purchase payment for a certificate?

The purchase  payment for a certificate is shown under  certificate  data on the
certificate.  It is payable to us on or before we deliver  the  certificate.  It
must be paid or mailed to us at our corporate office or to an authorized agent.


<PAGE>

- --------------------------------------------------------------------------------

==============================================
Accumulation Value,
Cash Surrender Value,
Market Adjusted Value
==============================================

How is the accumulation value determined?

On the  certificate  date  the  accumulation  value  of the  certificate  is the
purchase payment.  Thereafter interest accrues from day to day for the guarantee
periods  initially at the rate shown under  certificate  data in the certificate
and later at the renewal  rate(s).  These rates  represent an  effective  annual
yield.  At no time while the  certificate is in force shall interest accrue at a
rate less than 3% compounded  annually.  The accumulation value will be adjusted
for any amounts surrendered.

Are there premium tax charges?

We  reserve  the right to deduct an amount  from the  accumulation  value of the
certificate  at the time  that  any  applicable  premium  taxes  not  previously
deducted are payable.

If a tax is payable  at the time of the  purchase  payment  and we choose to not
deduct it at that  time,  we further  reserve  the right to deduct it at a later
date.

How are renewal guarantee periods determined?

At the end of any guarantee  period a renewal  guarantee  period will begin.  We
will notify the owner in writing 45 days before the  renewal  guarantee  period.
Each  renewal  guarantee  period  will be one year  unless  the  owner  elects a
different  length from those  offered at the time.  We must  receive the owner's
written request at least 15 days before the renewal date. The renewal  guarantee
period may never extend beyond the settlement date.

The  accumulation  value on the renewal  date will be equal to the  accumulation
value at the end of the  guarantee  period  just  ending.  This  value will earn
interest at the renewal  guarantee  rate. Upon written request within 45 days of
the renewal  guarantee period, we will notify the owner of the renewal guarantee
rate then in effect for  certificates  renewing at that time. The actual renewal
guarantee rate will be determined on the renewal date.

What is the market adjusted value and how is it determined?

The market adjusted value is the  accumulation  value on any date before the end
of the current  guarantee period adjusted by a formula.  The formula  adjustment
reflects the relationship between:

1.   the  interest  rate we are then  crediting  for new  certificate  sales and
     renewals (Form 33114) for the time remaining in the  certificate's  current
     guarantee period; and

2.   the  guaranteed  interest  rate  applicable  to the  certificate's  current
     guarantee period.

The market adjusted value may be more or less than the accumulation value.

The market adjusted value formula is as follows:

   market adjusted value     =       renewal value
                                -----------------------
                                                (N + t)
                                (1 + ic + .0025)

where: renewal value         = the accumulation  value at the end of the owner's
                               current guarantee period.

      N                         = the number of  complete  certificate  years to
                                the end of the owner's guarantee period.

        t                      = the fraction of the certificate  year remaining
                               to the end of the owner's  certificate  year (for
                               example,   if  180  days  remain  in  a  365  day
                               certificate year, t would be .493)

        ic                   = the current rate offered for new certificate
                               sales and renewals (Form 33114) for the number
                               of years left in the owner's guarantee period
                               (straight line interpolation between whole year
                               rates). If N is zero, ic is the rate for one
                               year guarantee periods.

The market value adjustment is as follows:

market value adjustment       =
   market adjusted value - accumulation value

There will be no market  value  adjustment  made on the last day of a  guarantee
period.

Can the owner  request  surrender of any amounts  under the  certificate  before
settlement?

Yes.  By written request to us and subject to the rules below the owner may:

1.   surrender the certificate for the total cash surrender value;

2.   partially surrender the certificate for a part of the cash surrender value.

How is the cash surrender value determined?

The cash  surrender  value is the market  adjusted  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

What are the rules for a surrender or partial surrender?

The amount  surrendered  and any  applicable  market  value  adjustment  will be
deducted  from  the  accumulation  value  of  the  certificate  on the  date  of
surrender. The owner may surrender all or a portion of the cash surrender value.
However,  the accumulation  value that remains after a partial surrender must be
at least $2,000. Any partial surrender must be at least $250.

The surrender  payment will normally be mailed to the owner within seven days of
the receipt of the owner's written request.

Upon  surrender  of the  certificate  for the total cash  surrender  value,  the
certificate will terminate. We may require that the owner return the certificate
to our corporate office before we pay the total cash surrender value.

Can we delay or suspend payment of a partial or full surrender?

We may defer payment of any partial or full surrender for a period not to exceed
6 months from the date we receive the  owner's  surrender  request or the period
permitted  by state  insurance  law, if less.  If we defer  payment more than 30
days, we will pay annual interest of at least 3% on the amount deferred.

Will the owner receive information about the certificate values?

Yes.  At least once a year we will send the owner a statement  showing  both the
accumulation  value  and  the  cash  surrender  value  of the  certificate.  The
statement  will specify the market value  adjustment  used to determine the cash
surrender  value.  This statement will be based on any laws or regulations  that
apply.

We will also  notify  the owner 45 days  before  the end of a  guarantee  period
concerning  renewal periods available and the owner's right to surrender without
a market value adjustment on the last day of the guarantee period.



<PAGE>

==============================================
Annuity Payment Plans
==============================================

When will annuity payments begin?

The first payment will be made as of the settlement date.  Before payments begin
we will require  satisfactory  proof that the  annuitant  is alive.  We may also
require that the owner  exchange the  certificate  for a  supplemental  contract
which provides the annuity payments.

Can the owner change the settlement date?

Yes. The owner must tell us the new date by written request. However, the
settlement date cannot be later than the later of:

1.  the certificate anniversary nearest the annuitant's 85th birthday; or

2.  the 10th certificate anniversary.

Also,  if the owner  selects a new  date,  it must be at least 30 days  after we
receive the owner's written request at our corporate office.

What are the annuity payment plans?

There are different ways to receive annuity payments. We call these plans.

Plan  A - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant. No payments will be made after the annuitant dies.

Plan  B - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant  with a guarantee by us that  payments will be made for a period of at
least five, ten or fifteen years. The owner must select the guaranteed period.

Plan  C - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant with a guarantee by us that payments will be made for a certain number
of months.  We determine  the number of months by dividing  the market  adjusted
value applied under this plan by the amount of the monthly annuity payment.

Plan D - We call this a joint and survivor life annuity.  Monthly  payments will
be paid for the lifetime of the annuitant and a joint annuitant. When either the
annuitant or joint annuitant dies we will continue to make monthly  payments for
the lifetime of the  survivor.  No payments will be paid after the death of both
the annuitant and joint annuitant.

Plan E - This  provides  monthly fixed dollar  annuity  payments for a period of
years. The period of years may be no less than 10 nor more than 30.

What are the requirements for selecting a plan?

By written request to us at least 30 days before the settlement  date, the owner
may select the plan or change to another  plan.  If at least 30 days  before the
settlement date we have not received at our corporate office the owner's written
request  to  select  a plan,  we will  make  payments  according  to Plan B with
payments guaranteed for ten years.

If the amount to be applied to a plan is not at least $2,000, or if payments are
to be made to other than a natural person,  we have the right to make a lump sum
payment of the cash surrender value.

How will payments be made?

Payments will be made by us by check.  The check must be personally  endorsed by
the payee or payees as well as the annuitant (or joint  annuitant under plan D).
If the annuitant or joint  annuitant does not endorse the check,  other evidence
must be furnished to show that the annuitant or joint annuitant is still alive.



<PAGE>

==============================================
Table of Settlement Rates
==============================================

What will be the amount of the monthly annuity payments?

If the settlement date is the last day of a guarantee period, the amount applied
to provide a payment  will be the  accumulation  value on that date.  The market
adjusted  value  is  applied  if the  settlement  date is not the  last day of a
guarantee  period.  The  amount  applied  to  provide  a  payment  will  be  the
accumulation  value on the settlement  date. The amount of each monthly  annuity
payment for each  $1,000  applied  under any  payment  plan will be based on our
Table of  Settlement  Rates in  effect  at the time of the  first  payment.  The
amounts will not be less than those shown in the table below.

The amount of such  payments  under plans A, B, and C will depend on the sex and
the adjusted age of the  annuitant on the  settlement  date.  The amount of such
payments  under  plan D will  depend  on the  sex and  the  adjusted  age of the
annuitant and the joint annuitant on the settlement date.

Adjusted  age  means  the  age on the  annuitant's  nearest  birthday  minus  an
"adjustment"  based  on the  calendar  year of the  birth  of the  annuitant  as
follows:

Calendar                     Calendar
Year of                      Year of
Annuitant's         Adjust-  Annuitant's         Adjust-
Birth                ment    Birth                ment
Prior to 1920         0      1945 through 1949     6
1920 through 1924     1      1950 through 1959     7
1925 through 1929     2      1960 through 1969     8
1930 through 1934     3      1970 through 1979     9
1935 through 1939     4      1980 through 1989     10
1940 through 1944     5      After 1989            11
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------
Amount of Each Monthly Annuity Payment Per $1,000 Applied
- --------------------------------------------------------------------------------------------------------------
       Plan A                    Plan B                     Plan C               Plan D - Joint and Survivor
                                                                         Adjusted Age of Female Joint Annuitant
- --------------------------------------------------------------------------------------------------------------
       Life         5 Years      10 Years      15 Years     With        Adj.
Adj.   Income       Certain      Certain       Certain      Refund      Male  10 Years 5 Years  Same    5 Years  10 Years
Age*   M     F      M     F      M     F       M    F       M    F      Age*  Younger  Younger  Age     Older    Older
- --------------------------------------------------------------------------------------------------------------
<S>   <C>   <C>     <C>   <C>     <C>  <C>     <C>  <C>     <C>   <C>     <C>    <C>      <C>    <C>      <C>     <C>
55    4.70  4.25    4.68  4.25    4.62 4.22    4.53 4.18    4.42  4.10    55     3.51     3.69   3.88     4.06    4.23
60    5.28  4.72    5.25  4.70    5.14 4.66    4.96 4.57    4.86  4.48    60     3.76     3.99   4.24     4.49    4.72
65    6.10  5.35    6.03  5.32    5.81 5.22    5.46 5.05    5.43  4.97    65     4.07     4.38   4.72     5.07    5.39
66    6.29  5.51    6.21  5.47    5.96 5.36    5.56 5.16    5.56  5.08    66     4.15     4.48   4.84     5.21    5.55
67    6.50  5.67    6.41  5.63    6.11 5.50    5.66 5.26    5.70  5.20    67     4.23     4.58   4.97     5.36    5.73
68    6.73  5.85    6.62  5.80    6.28 5.65    5.76 5.37    5.85  5.33    68     4.31     4.69   5.10     5.53    5.92
69    6.97  6.04    6.84  5.98    6.44 5.80    5.86 5.49    6.00  5.47    69     4.40     4.80   5.25     5.70    6.12
70    7.23  6.25    7.07  6.18    6.61 5.96    5.96 5.60    6.16  5.61    70     4.50     4.93   5.40     5.89    6.34
71    7.51  6.47    7.32  6.39    6.78 6.14    6.05 5.71    6.33  5.76    71     4.60     5.06   5.57     6.10    6.57
72    7.80  6.71    7.58  6.62    6.96 6.31    6.14 5.83    6.51  5.93    72     4.71     5.20   5.75     6.31    6.82
73    8.12  6.97    7.85  6.86    7.14 6.50    6.23 5.94    6.70  6.10    73     4.83     5.35   5.94     6.55    7.09
74    8.45  7.26    8.14  7.12    7.32 6.69    6.31 6.04    6.90  6.28    74     4.95     5.51   6.15     6.80    7.37
75    8.82  7.56    8.44  7.39    7.49 6.89    6.38 6.14    7.11  6.48    75     5.08     5.68   6.37     7.07    7.68
76    9.21  7.90    8.76  7.69    7.67 7.09    6.48 6.24    7.33  6.68    76     5.22     5.87   6.61     7.36    8.01
77    9.62  8.26    9.09  8.01    7.84 7.29    6.51 6.33    7.56  6.90    77     5.37     6.07   6.87     7.67    8.36
78   10.07  8.65    9.44  8.34    8.01 7.49    6.57 6.41    7.80  7.13    78     5.54     6.29   7.15     8.01    8.74
79   10.55  9.07    9.80  8.69    8.17 7.69    6.62 6.48    8.05  7.38    79     5.71     6.52   7.45     8.37    9.14
80   11.06  9.53   10.17  9.07    8.33 7.89    6.66 6.55    8.32  7.64    80     5.90     6.78   7.77     8.76    9.57
81   11.61 10.03   10.55  9.46    8.48 8.08    6.70 6.61    8.60  7.91    81     6.10     7.05   8.12     9.17   10.02
82   12.19 10.57   10.94  9.87    8.61 8.26    6.73 6.66    8.89  8.21    82     6.32     7.34   8.49     9.61   10.51
83   12.81 11.16   11.33 10.30    8.74 8.43    6.76 6.70    9.20  8.51    83     6.55     7.65   8.90    10.08   11.02
84   13.46 11.79   11.72 10.74    8.86 8.59    6.79 6.74    9.52  8.83    84     6.80     7.99   9.33    10.58   11.56
85   14.16 12.48   12.12 11.19    8.97 8.74    6.81 6.77    9.85  9.18    85     7.07     8.36   9.78    11.11   12.13
90   18.25 16.68   14.04 13.42    9.36 9.26    6.86 6.85   11.81 11.11    90     8.79    10.65  12.57    14.22   15.63
- --------------------------------------------------------------------------------------------------------------
*Adjusted age of annuitant.            M = Male      F = Female
- --------------------------------------------------------------------------------------------------------------
</TABLE>
The table above is based on the "1983  Individual  Annuitant  Mortality Table A"
assuming an interest rate of 3% per year compounded  annually.  Settlement rates
for  any  age,  or any  combination  of age and sex  not  shown  above,  will be
calculated on the same basis as those rates shown in the table above. Such rates
will be furnished by us upon request. Amounts shown in the Table below are based
on an assumed interest rate of 3% per year compounded annually.

- --------------------------------------------------------------------------------
Plan E   Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000
         Applied
- --------------------------------------------------------------------------------
Years        Monthly        Years          Monthly         Years         Monthly
Payable      Payment        Payable        Payment         Payable       Payment
  10           $9.61          17            $6.23            24            $4.84
  11            8.86          18             5.96            25             4.71
  12            8.24          19             5.73            26             4.59
  13            7.71          20             5.51            27             4.47
  14            7.26          21             5.32            28             4.37
  15            6.87          22             5.15            29             4.27
  16            6.53          23             4.99            30             4.18
- --------------------------------------------------------------------------------

<PAGE>

==========================================================
Group Annuity
Contract
==========================================================

o    Purchase payment is payable in a single sum.

o    Annuity payments to begin on the settlement date.

o    The certificate is nonparticipating.  Dividends are not payable.

- --------------------------------------------------------------------------------

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440



<PAGE>

==========================================================
Group Annuity
Certificate
==========================================================

- - Purchase payment is payable in a single sum.
- - Annuity payments to begin on the settlement date.
- - This contract is nonparticipating. Dividends are not payable.

This annuity certificate summarizes the provisions of the Group Annuity Contract
specified on the enrollment application.  It does not amend or modify any of the
provisions  of the Group  Contract.  All rights,  privileges  and  benefits  are
governed by the  provisions  of the Group  Contract.  The Group  Contract may be
inspected by the certificate owner or annuitant at the  Contractholder's  office
during office hours.

If the  annuitant  is living on the  Settlement  Date,  we will begin to pay you
monthly  annuity  payments.  Any payments made by us are subject to the Terms of
the Group contract.

We issue this certificate in consideration of your enrollment  application,  and
payment of the single purchase payment.

THE GROUP ANNUITY CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT  FORMULA WHICH MAY
RESULT IN BOTH  UPWARD AND  DOWNWARD  ADJUSTMENTS  IN CASH  SURRENDER  BENEFITS.
Surrenders are available without market value adjustment on the last day of each
certificate period.


Signed for and issued by IDS Life Insurance Company, Minneapolis,  Minnesota, as
of the certificate date shown below.

President:
[GRAPHIC OMITTED]
Richard W. Kling

Secretary:
[GRAPHIC OMITTED]
William A. Stoltzmann

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440


ANNUITANT:                                           John Doe
CERTIFICATE NUMBER:                                  XXX-XXXXXX
CERTIFICATE DATE:                                    March 18, 1991
CERTIFICATE SETTLEMENT DATE:                         March 18, 2021

33114


<PAGE>

==========================================================
Guide to Certificate Provisions
==========================================================


Definitions                    Important words and meanings/Page 3

The Annuity Contract           Entire contract; Modification; Incontestability;
                               Benefits based on incorrect data/Page 4

Owner                          Owner's rights; Change of ownership;
                               Assignment/Page 4

Purchase Payment               Payment of the purchase payment/Page 5

Beneficiary and Payments to    Who is the beneficiary; Change of
Beneficiary                    beneficiary; Payments to beneficiary;
                               Pre-election of beneficiary plans/Page 6

Accumulation Value,            How the accumulation value is
Cash Surrender Value, and      determined; Surrender of the certificate for
Market Adjusted Value          the cash surrender value; How the market
                               adjusted value is determined; Annual
                               statement of value/Pages 7-8

Annuity Payment Plans          When annuity payments begin; Different
                               ways to receive annuity payments/Page 9

Table of Settlement Rates      Table showing monthly annuity payment
                               amounts for the various plans/Page 10

<PAGE>

                                CERTIFICATE DATA


GROUP CONTRACTHOLDER:    ABC Corporation                      GROUP
                         as Trustee of the                    CONTRACT
                         Market Value Annuity Group Trust     NUMBER: 33111-GP1

GROUP ANNUITY CERTIFICATE OWNER:       John Doe

PURCHASE PAYMENT:                      $100,000.00

INITIAL GUARANTEE RATE:                8.00%

INITIAL GUARANTEE PERIOD:              5 Years

SURRENDER CHARGE:                      There are no surrender charges.

MARKET VALUE ADJUSTMENT:               Applied at any time other than the last
                                       day of a Guarantee Period or
                                       for death benefits.

ACCUMULATION VALUE AT END OF INITIAL GUARANTEE PERIOD:              $146,932.81

ANNUITANT:                                        John Doe
CERTIFICATE NUMBER:                               XXX-XXXXXX
CERTIFICATE DATE:                                 March 18, 1991
CERTIFICATE SETTLEMENT DATE:                      March 18, 2021




<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK





<PAGE>

==========================================================
Definitions
==========================================================

The following words are used often in this certificate. When we use these words,
this is what we mean:

the annuitant
The person on whose life monthly annuity payments depend.

you, your, owner
The  owner  of this  certificate.  The  owner  may be  someone  other  than  the
annuitant. The owner may be changed as provided in this certificate.

we, our, us
IDS Life Insurance Company.

certificate date
It is the date from which  certificate  anniversaries,  certificate  years,  and
certificate  months  are  determined.  Your  certificate  date  is  shown  under
Certificate Data.

certificate anniversary

The same day and month as the  certificate  date each year that the  certificate
remains in force.

initial guarantee period
The period during which the initial guarantee rate will be credited. It is shown
under Certificate Data.

initial guarantee rate
The rate of  interest  credited  to the  purchase  payment as  described  in the
accumulation value section. It is shown under Certificate Data.

renewal guarantee period
A renewal guarantee period will begin at the end of each guarantee period. It is
determined in accordance with the terms of the certificate.

renewal guarantee rate
The  rate  of  interest  credited  to the  renewal  value  as  described  in the
accumulation value section.

renewal date
The first day of a renewal  guarantee period. It will always be on a certificate
anniversary.

current rate
The applicable  interest rate contained in a schedule of rates established by us
from time to time for various guarantee periods.

accumulation value
The value of the  purchase  payment  plus  interest  credited,  adjusted for any
surrenders.

market adjusted value
The accumulation value adjusted by the market adjusted value formula.

market value adjustment
The market adjusted value minus the accumulation value.

renewal value
The accumulation value at the end of the guarantee period.

cash surrender value
The market  adjusted  value is the cash  surrender  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

written request
A request in writing signed by you and delivered to us at our corporate office.

settlement
If the settlement date is not the last day of a guarantee period,  settlement is
the application of the market adjusted value of a certificate to provide annuity
payments.  On the last day of a guarantee period,  settlement is the application
of the accumulation value of a certificate to provide annuity payments.

settlement date
The date on which  annuity  payments  are to begin.  This date may be changed as
provided in this certificate.


<PAGE>

==================================================
The Annuity Contract
==================================================

What is the entire contract?

The Group Contract, including any endorsements or riders, and the application of
the Group  Contractholder is the entire contract between the  Contractholder and
us.

No  one  except  one of  our  corporate  officers  (President,  Vice  President,
Secretary,  or  Assistant  Secretary)  can  change or waive any of our rights or
requirements under the contract.  That person must do so in writing. None of our
agents or other  persons has the  authority to change or waive any of our rights
or requirements under the contract.

Can this contract be modified?

This  contract  may be  modified  at any time by written  agreement  between the
contractholder  and us. The modification  must be signed by one of our corporate
officers  (President,  Vice  President,  Secretary or Assistant  Secretary).  No
modification  will affect the amount or term of any  certificates  issued before
the  effective  date of the  modification  unless it is  required to conform the
contract  to, or give the  contractholder  the  benefit of, any Federal or State
statutes.

When will the certificate become incontestable?

This certificate is incontestable from its date of issue.

What if benefits are based on incorrect data?

If the amount of benefits is determined by data as to a person's age or sex that
is incorrect,  benefits will be  recalculated  on the basis of the correct data.
Any underpayments made by us will be made up immediately.  Any overpayments made
by us will be subtracted  from the future payments under this contract and/or as
otherwise legally permissible.

What federal and state laws govern the contract?

This contract is intended to qualify as an annuity  contract for Federal  income
tax purposes. To that end, the provisions of this contract are to be interpreted
to ensure or maintain such tax  qualification,  despite any other  provisions to
the  contrary.  We reserve  the right to amend  this  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 such amendments.

The contract is governed by the law of the state in which it is  delivered.  The
values and benefits of this  certificate  is at least equal to those required by
such state.

===========================================================
Owner
===========================================================

What are your rights as owner of this certificate?

As  long as the  annuitant  is  living  and  unless  otherwise  provided  in the
contract,  you may exercise all rights and privileges in the contract or allowed
by us.

How can you change ownership for this certificate?

You can change the ownership of this  certificate  by written  request on a form
approved by us. The change must be made while the annuitant is living.  Once the
change is recorded  by us, it will take  effect as of the date of your  request,
subject to any action taken or payment made by us before the recording.

Can you assign this certificate as collateral?

Yes.  While the  annuitant  is living,  you can assign this  certificate  or any
interest in it. Your interest and the interest of any  beneficiary is subject to
the interest of the assignee.  An assignment is not a change of ownership and an
assignee  is not an owner as these terms are used in the  contract.  Any amounts
payable to the assignee will be paid in a single sum.

A copy of any assignment  must be submitted to us at our corporate  office.  Any
assignment  is  subject to any  action  taken or  payment  made by us before the
assignment was recorded at our corporate  office. We are not responsible for the
validity or effect - tax or otherwise - of any assignment.

<PAGE>

==========================================================
Purchase Payment
==========================================================

What is the purchase payment for this certificate?

The purchase payment for this certificate is shown under certificate data. It is
payable to us on or before the date we deliver this certificate. It must be paid
or mailed to us at our corporate office or to an authorized agent.





<PAGE>

===========================================================
Beneficiary and Payments
to Beneficiary
===========================================================

What death benefits are paid if the annuitant or owner dies before settlement?

If the annuitant or owner dies before  settlement  while this  certificate is in
force, we will pay the beneficiary the accumulation value.

The above described payment will also be made upon the first to die if ownership
is in a joint  tenancy  except  where  spouses  are joint  owners  with right of
survivorship  and the  surviving  spousal  joint owner  elects to  continue  the
certificate.  For joint  spousal  ownership  with  rights of  survivorship,  the
surviving  spouse  is  deemed  the  sole   beneficiary   superseding  any  other
beneficiary  designation.  The beneficiary may elect to receive payment any time
within 5 years after the date of death of the annuitant.

Unless you have provided  otherwise  during the lifetime of the  annuitant,  the
beneficiary  may elect by written  request to have the  amount  payable  applied
under  the  terms of the  annuity  payment  plans  section  of this  certificate
provided:

1.   the  beneficiary  elects the plan within 60 days after we receive due proof
     of death; and

2.   payments begin no later than one year after the date of death; and

3.   the plan provides equal or substantially equal payments over a period which
     does not exceed the life of the  beneficiary or the life  expectancy of the
     beneficiary.

In this event,  the  references  to  "annuitant"  in the annuity  payment  plans
section of the certificate will apply to the beneficiary.

Can you pre-elect an annuity payment plan for a beneficiary?

During their lifetime you may elect how the death benefit described herein is to
be paid under the certificate in the event of death before the settlement  date.
Any such election must be made on a form satisfactory to us. We must receive the
form  in our  corporate  office  prior  to the  first  to  die of the  owner  or
annuitant.  In this  event the death  benefit  shall be payable as so elected by
you,  rather  than the  beneficiary.  If for any reason such  election  does not
satisfy Internal Revenue Code section 72 distribution requirements, the election
will be void  and the  beneficiary  will  then be  permitted  to  elect  payment
pursuant to the provisions of the contract.

To whom are the death benefits payable?

Benefits  will  be paid  equally  to all  primary  beneficiaries  surviving  the
annuitant.  If none  survive,  proceeds  will be paid equally to all  contingent
beneficiaries surviving the annuitant. If no beneficiary survives the annuitant,
we will pay the benefits to you, if living, otherwise to your estate.

Who is the beneficiary?

Beneficiaries  are those you name, in a form  satisfactory to us, to receive the
benefits of this contract if the owner or annuitant  dies while this contract is
in force.  The owner may  change  the  beneficiary  as  provided  below.  If the
beneficiary  has been changed,  we will pay any benefits in accordance with your
last change of beneficiary request.

How do you change the beneficiary?

The owner may change the  beneficiary  any time while the annuitant is living by
satisfactory  written  request to us. Once the change is recorded by us, it will
take effect as of the date of the owner's  request,  subject to any action taken
or payment made by us before the recording.

What are the rights of the beneficiary?

If the death benefit  under this  certificate  becomes  payable to a beneficiary
(payee) under an Annuity Payment Plan, that payee shall have the right to name a
beneficiary. Any such request from the payee must be made on a form satisfactory
to us.

What is the spouse's option to continue the certificate?

If the owner's death occurs prior to the settlement date, the owner's spouse, if
designated as sole  beneficiary,  may elect in writing to forego  receipt of the
death benefit and instead  continue this  certificate in force as its owner. The
election by the spouse must be made within 60 days after we receive due proof of
death.

What if the annuitant dies after settlement?

If the annuitant dies after settlement,  the amount payable,  if any, will be as
provided in the annuity payment plan then in effect.


<PAGE>

==========================================================
Accumulation Value,
Cash Surrender Value,
Market Adjusted Value
==========================================================

How is the accumulation value determined?

On the  certificate  date  the  accumulation  value of this  certificate  is the
purchase payment.  Thereafter interest accrues from day to day for the guarantee
period  at the rate  shown  under  certificate  data.  This rate  represents  an
effective  annual  yield.  At no time while the  certificate  is in force  shall
interest  accrue at a rate less than 3% compounded  annually.  The  accumulation
value will be adjusted for any amounts surrendered.

Are there premium tax charges?

We reserve  the right to deduct an amount  from the  accumulation  value of this
certificate  at the time  that  any  applicable  premium  taxes  not  previously
deducted are payable.

If a tax is payable at the time of your  purchase  payment  and we choose to not
deduct it at that  time,  we further  reserve  the right to deduct it at a later
date.

How are renewal guarantee periods determined?

At the end of any guarantee  period,  a renewal  guarantee period will begin. We
will  notify you in writing 45 days before the renewal  guarantee  period.  Each
renewal  guarantee  period will be one year unless you elect a different  length
from those offered at the time. We must receive your written request at least 15
days before the renewal  date.  The renewal  guarantee  period may never  extend
beyond the settlement date.

The  accumulation  value on the renewal  date will be equal to the  accumulation
value at the end of the  guarantee  period  just  ending.  This  value will earn
interest at the renewal guarantee rate. Upon written request,  within 45 days of
the renewal  guarantee  period, we will notify you of the renewal guarantee rate
then in effect  for  certificates  renewing  at that time.  The  actual  renewal
guarantee rate will be determined on the renewal date.

What is the market adjusted value and how is it determined?

The market adjusted value is the  accumulation  value on any date before the end
of the current  guarantee period adjusted by a formula.  The formula  adjustment
reflects the relationship between:

1.   the  interest  rate we are then  crediting  for new  certificate  sales and
     renewals (Form 33114) for the time remaining in your certificate's  current
     guarantee period; and

2.   the  guaranteed  interest  rate  applicable to your  certificate's  current
     guarantee period.

The market adjusted value may be more or less than the accumulation value.

The market adjusted value formula is as follows:

market adjusted value      =         renewal value
                              -----------------------
                                              (N + t)
                              (1 + ic + .0025)

where:  renewal value      =  the accumulation value at the end of your current
                              guarantee period.

             N                = the number of complete  certificate years to the
                              end of your guarantee period.

             t                = the fraction of the  certificate  year remaining
                              to the end of your  certificate year (for example,
                              if 180 days remain in a 365 day certificate  year,
                              t would be .493)

             ic            =  the current rate offered for new certificate
                              sales and renewals (Form 33114) for the number of
                              years left in your guarantee period (straight line
                              interpolation between whole year rates). If N is
                              zero, ic is the rate for one year guarantee
                              periods.

The market value adjustment is as follows:

market value adjustment =
    market adjusted value - accumulation value

There will be no market  value  adjustment  made on the last day of a  guarantee
period.

Can  you  request  surrender  of  any  amounts  under  this  certificate  before
settlement?

Yes. By written request to us and subject to the rules below you may:

<PAGE>

1.  surrender this certificate for the total cash surrender value;

2.  partially surrender this certificate for a part of the cash surrender value.

How is the cash surrender value determined?

The cash  surrender  value is the market  adjusted  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

What are the rules for a surrender or partial surrender?

The amount  surrendered  and any  applicable  market  value  adjustment  will be
deducted  from  the  accumulation  value  of  the  certificate  on the  date  of
surrender.  You may  surrender  all or a portion  of the cash  surrender  value.
However,  the accumulation  value that remains after a partial surrender must be
at least $2,000. Any partial surrender must be at least $250.

The  surrender  payment will  normally be mailed to you within seven days of the
receipt of your written request.

Upon  surrender of this  certificate  for the total cash surrender  value,  this
certificate  will terminate.  We may require that you return this certificate to
our corporate office before we pay the total cash surrender value.

Can we delay or suspend payment of a partial or full surrender?

We may defer payment of any partial or full surrender for a period not to exceed
6 months from the date we receive your surrender request or the period permitted
by state  insurance law, if less. If we defer payment more than 30 days, we will
pay annual interest of at least 3% on the amount deferred.

Will you receive information about your certificate values?

Yes.  At  least  once a year we will  send  you a  statement  showing  both  the
accumulation  value  and the  cash  surrender  value  of this  certificate.  The
statement  will specify the market value  adjustment  used to determine the cash
surrender  value.  This statement will be based on any laws or regulations  that
apply.

We will also notify you 45 days before the end of a guarantee period  concerning
renewal  periods  available  and your right to surrender  without a market value
adjustment on the last day of your guarantee period.


<PAGE>

==========================================================
Annuity Payment Plans
==========================================================

When will annuity payments begin?

The first payment will be made as of the settlement date. Before payments begin,
we will require  satisfactory  proof that the  annuitant  is alive.  We may also
require that you exchange this  certificate  for a  supplemental  contract which
provides the annuity payments.

Can you change the settlement date?

Yes. Tell us the new date by written request. However, the settlement date
cannot be later than the later of:

1.  the certificate anniversary nearest the annuitant's 85th birthday; or

2.  the 10th certificate anniversary.

Also,  if you  select a new date,  it must be at least 30 days  after we receive
your written request at our corporate office.

What are the annuity payment plans?

There are different ways to receive annuity payments. We call these plans.

Plan  A - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant. No payments will be made after the annuitant dies.

Plan  B - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant  with a guarantee by us that  payments will be made for a period of at
least five, ten, or fifteen years. You must select the guaranteed period.

Plan  C - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant with a guarantee by us that payments will be made for a certain number
of months.  We determine  the number of months by dividing  the market  adjusted
value applied under this plan by the amount of the monthly annuity payment.

Plan D - We call this a joint and survivor life annuity.  Monthly  payments will
be paid for the lifetime of the annuitant and a joint annuitant. When either the
annuitant or joint annuitant dies, we will continue to make monthly payments for
the lifetime of the  survivor.  No payments will be paid after the death of both
the annuitant and joint annuitant.

Plan E - This  provides  monthly fixed dollar  annuity  payments for a period of
years. The period of years may be no less than 10 nor more than 30.

What are the requirements for selecting a plan?

By written  request to us at least 30 days before the  settlement  date, you may
select  the plan or change  to  another  plan.  If at least 30 days  before  the
settlement  date we have not  received  at our  corporate  office  your  written
request  to  select  a plan,  we will  make  payments  according  to Plan B with
payments guaranteed for ten years.

If the amount to be applied to a plan is not at least $2,000, or if payments are
to be made to other than a natural person,  we have the right to make a lump sum
payment of the cash surrender value.

How will payments be made?

Payments will be made by us by check.  The check must be personally  endorsed by
the payee or payees as well as the annuitant (or joint  annuitant under Plan D).
If the annuitant or joint  annuitant does not endorse the check,  other evidence
must be furnished to show that the annuitant or joint annuitant is still alive.


<PAGE>

==========================================================
Table of Settlement Rates
==========================================================

What will be the amount of the monthly annuity payments?

If the settlement date is the last day of a guarantee period, the amount applied
to provide a payment  will be the  accumulation  value on that date.  The market
adjusted  value  is  applied  if the  settlement  date is not the  last day of a
guarantee  period.  The  amount  applied  to  provide  a  payment  will  be  the
accumulation  value on the settlement  date. The amount of each monthly  annuity
payment for each  $1,000  applied  under any  payment  plan will be based on our
Table of  Settlement  Rates in  effect  at the time of the  first  payment.  The
amounts will not be less than those shown in the table below.

The amount of such  payments  under plans A, B, and C will depend on the sex and
the adjusted age of the  annuitant on the  settlement  date.  The amount of such
payments  under  plan D will  depend  on the  sex and  the  adjusted  age of the
annuitant and the joint annuitant on the settlement date. Adjusted age means the
age on the  annuitant's  nearest  birthday  minus an  "adjustment"  based on the
calendar year of the birth of the annuitant as follows:

Calendar                     Calendar
Year of                      Year of
Annuitant's         Adjust-  Annuitant's         Adjust-
Birth                ment    Birth                ment
- -----                ----    -----                ----
Prior to 1920         0      1945 through 1949     6
1920 through 1924     1      1950 through 1959     7
1925 through 1929     2      1960 through 1969     8
1930 through 1934     3      1970 through 1979     9
1935 through 1939     4      1980 through 1989     10
1940 through 1944     5      After 1989            11

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
Amount of Each Monthly Annuity Payment Per $1,000 Applied
- --------------------------------------------------------------------------------------------------------------------------
       Plan A                    Plan B                     Plan C               Plan D - Joint and Survivor
                                                                                 Adjusted Age of Female Joint Annuitant
- --------------------------------------------------------------------------------------------------------------------------
       Life         5 Years      10 Years      15 Years     With        Adj.
Adj.   Income       Certain      Certain       Certain      Refund      Male  10 Years 5 Years  Same    5 Years 10 Years
Age*   M     F      M     F      M     F       M    F       M    F      Age*  Younger  Younger  Age     Older   Older
- --------------------------------------------------------------------------------------------------------------------------
<S>  <C>    <C>   <C>    <C>     <C>  <C>     <C>  <C>    <C>    <C>     <C>    <C>      <C>    <C>      <C>     <C>
55   4.70   4.25  4.68   4.25    4.62 4.22    4.53 4.18   4.42   4.10    55     3.51     3.69   3.88     4.06    4.23
60   5.28   4.72  5.25   4.70    5.14 4.66    4.96 4.57   4.86   4.48    60     3.76     3.99   4.24     4.49    4.72
65   6.10   5.35  6.03   5.32    5.81 5.22    5.46 5.05   5.43   4.97    65     4.07     4.38   4.72     5.07    5.39
66   6.29   5.51  6.21   5.47    5.96 5.36    5.56 5.16   5.56   5.08    66     4.15     4.48   4.84     5.21    5.55
67   6.50   5.67  6.41   5.63    6.11 5.50    5.66 5.26   5.70   5.20    67     4.23     4.58   4.97     5.36    5.73
68   6.73   5.85  6.62   5.80    6.28 5.65    5.76 5.37   5.85   5.33    68     4.31     4.69   5.10     5.53    5.92
69   6.97   6.04  6.84   5.98    6.44 5.80    5.86 5.49   6.00   5.47    69     4.40     4.80   5.25     5.70    6.12
70   7.23   6.25  7.07   6.18    6.61 5.96    5.96 5.60   6.16   5.61    70     4.50     4.93   5.40     5.89    6.34
71   7.51   6.47  7.32   6.39    6.78 6.14    6.05 5.71   6.33   5.76    71     4.60     5.06   5.57     6.10    6.57
72   7.80   6.71  7.58   6.62    6.96 6.31    6.14 5.83   6.51   5.93    72     4.71     5.20   5.75     6.31    6.82
73   8.12   6.97  7.85   6.86    7.14 6.50    6.23 5.94   6.70   6.10    73     4.83     5.35   5.94     6.55    7.09
74   8.45   7.26  8.14   7.12    7.32 6.69    6.31 6.04   6.90   6.28    74     4.95     5.51   6.15     6.80    7.37
75   8.82   7.56  8.44   7.39    7.49 6.89    6.38 6.14   7.11   6.48    75     5.08     5.68   6.37     7.07    7.68
76   9.21   7.90  8.76   7.69    7.67 7.09    6.48 6.24   7.33   6.68    76     5.22     5.87   6.61     7.36    8.01
77   9.62   8.26  9.09   8.01    7.84 7.29    6.51 6.33   7.56   6.90    77     5.37     6.07   6.87     7.67    8.36
78  10.07   8.65  9.44   8.34    8.01 7.49    6.57 6.41   7.80   7.13    78     5.54     6.29   7.15     8.01    8.74
79  10.55   9.07  9.80   8.69    8.17 7.69    6.62 6.48   8.05   7.38    79     5.71     6.52   7.45     8.37    9.14
80  11.06   9.53 10.17   9.07    8.33 7.89    6.66 6.55   8.32   7.64    80     5.90     6.78   7.77     8.76    9.57
81  11.61  10.03 10.55   9.46    8.48 8.08    6.70 6.61   8.60   7.91    81     6.10     7.05   8.12     9.17   10.02
82  12.19  10.57 10.94   9.87    8.61 8.26    6.73 6.66   8.89   8.21    82     6.32     7.34   8.49     9.61   10.51
83  12.81  11.16 11.33  10.30    8.74 8.43    6.76 6.70   9.20   8.51    83     6.55     7.65   8.90    10.08   11.02
84  13.46  11.79 11.72  10.74    8.86 8.59    6.79 6.74   9.52   8.83    84     6.80     7.99   9.33    10.58   11.56
85  14.16  12.48 12.12  11.19    8.97 8.74    6.81 6.77   9.85   9.18    85     7.07     8.36   9.78    11.11   12.13
90  18.25  16.68 14.04  13.42    9.36 9.26    6.86 6.85  11.81  11.11    90     8.79    10.65  12.57    14.22   15.63
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
*Adjusted age of annuitant.            M = Male      F = Female
- --------------------------------------------------------------------------------
The table above is based on the "1983  Individual  Annuitant  Mortality Table A"
assuming an interest rate of 3% per year compounded  annually.  Settlement rates
for  any  age,  or any  combination  of age and sex  not  shown  above,  will be
calculated on the same basis as those rates shown in the table above. Such rates
will be furnished by us upon request. Amounts shown in the Table below are based
on an assumed interest rate of 3% per year compounded annually.

- --------------------------------------------------------------------------------
Plan E Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000
       Applied
- --------------------------------------------------------------------------------
Years        Monthly        Years          Monthly         Years         Monthly
Payable      Payment        Payable        Payment         Payable       Payment
- -------      -------        -------        -------         -------       -------
  10           $9.61          17            $6.23            24            $4.84
  11            8.86          18             5.96            25             4.71
  12            8.24          19             5.73            26             4.59
  13            7.71          20             5.51            27             4.47
  14            7.26          21             5.32            28             4.37
  15            6.87          22             5.15            29             4.27
  16            6.53          23             4.99            30             4.18
- --------------------------------------------------------------------------------

<PAGE>


==========================================================
Group Annuity
Certificate
==========================================================

- - Purchase payment is payable in a single sum.
- - Annuity payments to begin on the settlement date.
- - This contract is nonparticipating. Dividends are not payable.

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440



<PAGE>

==========================================================
GROUP ANNUITY CONTRACT
==========================================================

- --------------------------------------------------------------------------------

o  Purchase payments are payable in a single sum.
o  Annuity payments begin on the settlement date.
o  This contract is nonparticipating.  Dividends are not payable.


Contract Holder:                     ABC Corporation, Trustee
Contract Number:                     33112-GP1
Contract Date:                       July 1, 1997

IDS Life  Insurance  Company,  herein called the Company,  will pay the benefits
provided by this  contract in accordance  with and subject to all  provisions of
this contract. We issue this contract in consideration of the application of the
contractholder.

THE GROUP ANNUITY CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT  FORMULA WHICH MAY
RESULT IN BOTH  UPWARD AND  DOWNWARD  ADJUSTMENTS  IN CASH  SURRENDER  BENEFITS.
Surrenders are available without market value adjustment on the last day of each
certificate guarantee period.


Signed for and issued by IDS Life Insurance Company, Minneapolis,  Minnesota, as
of the contract date shown above.

President:
[GRAPHIC OMITTED]
Richard W. Kling


Secretary:
[GRAPHIC OMITTED]
William A. Stoltzmann

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

33112

<PAGE>

                                    CONTRACT DATA


GROUP CONTRACTHOLDER:               ABC Corporation, Trustee

GROUP CONTRACT NUMBER:              33112-GP1

SURRENDER CHARGE:                   There are no surrender charges.

MARKET VALUE ADJUSTMENT:            Applied at any time other than the last day
                                    of a Guaranteed Period or for death
                                    benefits.

GUARANTEE PERIODS:                  1-10 Years


<PAGE>

=================================================================
Guide to Contract Provisions
=================================================================

Definitions                    Important words and meanings/Pages 4-5

The Annuity Contract           Entire contract; Modification; Incontestability;
                               Benefits based on incorrect data/Page 6

Contractholder and             Contractholder; Owner's rights; Change
Owner                          of ownership restricted/Page 7

Purchase Payment               Payment of the purchase payment; Limit on
                               elective deferrals/Page 7

Beneficiary and Payments to    Who is the beneficiary; Change of
Beneficiary                    beneficiary; Payments to beneficiary/Page 8

Accumulation  Value,  How the  accumulation  value is  determined;  How the Cash
Surrender  Value,  market adjusted value is determined;  Surrender of and Market
Adjusted Value the certificate for the cash surrender value; TSA
                               prohibited distributions; Annual statement of
                               value/Pages 9-11

Annuity Payment Plans          When annuity payments begin; Different ways to
                               receive annuity payments/Pages 12-13

Table of Settlement Rates      Table showing monthly annuity payment amounts for
                               the various plans/Page 14



<PAGE>

======================================================
Definitions
======================================================
The following  words are used often in this  contract.  When we use these words,
this is what we mean:

the annuitant
The person on whose life monthly annuity payments depend.

you, your, owner
The owner of the certificate. The owner may be someone other than the annuitant.
The owner may be changed as provided in this contract.

we, our, us
IDS Life Insurance Company

certificate date
It is the date from which  certificate  anniversaries,  certificate  years,  and
certificate  months  are  determined.   The  certificate  date  is  shown  under
certificate data, in the certificate.

certificate anniversary
The same day and month as the  certificate  date each year that the  certificate
remains in force.

initial guarantee period
The period during which the initial guarantee rate will be credited. It is shown
under certificate data, in the certificate.

initial guarantee rate
The rate of  interest  credited  to the  purchase  payment as  described  in the
accumulation  value  section.  It  is  shown  under  certificate  data,  in  the
certificate.

renewal guarantee period
A renewal guarantee period will begin at the end of each guarantee period. It is
determined in accordance with the terms of the contract.

renewal guarantee rate
The  rate  of  interest  credited  to the  renewal  value  as  described  in the
accumulation value section.

renewal date
The first day of a renewal  guarantee period. It will always be on a certificate
anniversary.

current rate
The applicable  interest rate contained in a schedule of rates established by us
from time to time for various guarantee periods.

accumulation value
The value of the  purchase  payment  plus  interest  credited,  adjusted for any
surrenders.

market adjusted value
The accumulation value adjusted by the market adjusted value formula.

market value adjustment
The market adjusted value minus the accumulation value.

renewal value
The accumulation value at the end of the guarantee period.

cash surrender value
The market  adjusted  value is the cash  surrender  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

written request
A request in writing  signed by the owner and  delivered to us at our  corporate
office.


<PAGE>

settlement
If the settlement date is not the last day of a guarantee period,  settlement is
the application of the market adjusted value of a certificate to provide annuity
payments.  On the last day of a guarantee period,  settlement is the application
of the accumulation value of a certificate to provide annuity payments.

settlement date
The date on which annuity  payments are to begin under a certificate.  This date
may be changed as provided in the contract.

elective deferrals
Employer  contributions  to the annuity that are excludable  from the taxpayer's
current income as provided in the Code.

Code
The  Internal  Revenue  Code of  1986,  as  amended,  and all  related  laws and
regulations which are in effect during the term of this contract.

TSA
A Tax Sheltered Annuity as described in Section 403(b) of the Code.


<PAGE>

======================================================
The Annuity Contract
======================================================

What is the entire contract?

This Group  Contract,  including  any  endorsements  or  riders,  and the master
application  of the Group  Contractholder  is the entire  contract  between  the
Contractholder and us.

No  one  except  one of  our  corporate  officers  (President,  Vice  President,
Secretary,  or  Assistant  Secretary)  can  change or waive any of our rights or
requirements under the contract.  That person must do so in writing. None of our
agents or other  persons has the  authority to change or waive any of our rights
or requirements under the contract.

Can this contract be modified?

We reserve the right to modify the contract to the extent necessary to qualify a
certificate  issued  under  this  contract,  if  purchased  as part of a  401(a)
qualified plan or a TSA, to the extent necessary to comply with Section 401, 403
or any other applicable section of the Code, or to comply with the provisions of
your  401(a)  qualified  plan or TSA.  We also  reserve  the right to modify the
contract to the extent  necessary  to qualify a  certificate  issued  under this
contract, if purchased as part of a deferred compensation plan under Section 457
of the Code,  to the extent  necessary  to comply with  Section 457 or any other
applicable  section  of the  Code,  or to  comply  with the  provisions  of your
deferred compensation plan.

When will the certificate become incontestable?

The certificate is incontestable from its date of issue.

What if benefits are based on incorrect data?

If the amount of benefits  is  determined  by data as to a person's  age that is
incorrect,  benefits will be  recalculated on the basis of the correct data. Any
underpayments  made by us will be made up immediately.  Any overpayments made by
us will be subtracted  from the future  payments  under this contract  and/or as
otherwise legally permissible.

What federal and state laws govern the contract?

This contract is intended to qualify as an annuity  contract for Federal  income
tax purposes. To that end, the provisions of this contract are to be interpreted
to ensure or maintain such tax  qualification,  despite any other  provisions to
the  contrary.  We reserve  the right to amend  this  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 such amendments.

The contract is governed by the law of the state in which it is  delivered.  The
values and benefits of the  certificates are at least equal to those required by
such state.


<PAGE>

======================================================
Contractholder and Owner
======================================================

Who is the Group Contractholder?

The group  contractholder  is listed on the  cover  page of this  contract.  The
contract   provides   for  a   successor   contractholder.   In  the  event  the
contractholder  should  merge with another  entity,  the new entity would be the
group contractholder.

What are the rights of the owners of the certificates?

As long as the  annuitant  is  living  and  unless  otherwise  provided  in this
contract,  the owner may exercise all rights and  privileges in this contract or
allowed by us.

What are the rights of the owner if the owner is a trust or custodial account?

If the owner is a tax qualified trust or tax qualified  custodial account,  then
the trustees or custodians (or their successors)  properly named by the trust or
custodial  agreement  may  exercise  all rights and  privileges  provided in the
certificate or allowed by us.

Can the ownership of the certificate be changed?

The certificate may not be sold, assigned,  transferred,  discounted, or pledged
as collateral for a loan or as security for the  performance of an obligation or
for any other  purpose to any person  other than as may be required or permitted
under Sections 401, 403, 457, or other applicable sections of the Code.

However,  if the owner is the trustee of a tax-qualified  trust or the custodian
of a tax-qualified  custodial  account,  the owner may transfer ownership of the
certificate to the annuitant or to a qualified successor trustee or custodian if
permitted by the Code.

Or, if the owner is a trust or  custodian  or an employer as part of a qualified
plan under Section 401 or 403 or a deferred  compensation plan under Section 457
of the Code, you may transfer  ownership of the  certificate to the annuitant if
permitted by the Code.

Any permitted transfer must be on a form approved by us. The change must be made
while the  annuitant is living.  Once the change is recorded by us, it will take
effect subject to any action taken or payment made by us before the recording.

- ------------------------------------------------------------------------------
======================================================
Purchase Payment
======================================================

What is the purchase payment for a certificate?

The purchase  payment for a certificate is shown under  certificate  data on the
certificate.  It is  payable  to us  on  or  before  the  date  we  deliver  the
certificate.  It must be paid or mailed to us at our  corporate  office or to an
authorized agent.

Is there a limit on elective deferrals?

Elective  deferrals  made under the  contract may not exceed the annual limit on
elective deferrals as provided in the Code.

<PAGE>

======================================================
Beneficiary and Payments
to Beneficiary
======================================================

What death benefits are paid if the annuitant or  certificate  owner dies before
settlement?

If the annuitant or owner dies before  settlement  while the  certificate  is in
force, we will pay the beneficiary the accumulation value.

The above  amount  will be  payable  in a lump sum upon  receipt of due proof of
death of the annuitant.  The  beneficiary  may elect to receive payment any time
within 5 years after the date of death of the annuitant.

Instead  of a lump  sum,  payment  may be made  under an  annuity  payment  plan
provided amounts are calculated in accordance with the Code, and:

1.   the  beneficiary  elects the plan within 60 days after we receive due proof
     of death; and

2.   payments begin no later than:
     a.  one year after the date of death, in the case of a non-spouse
         beneficiary; or
     b.  the date on which the annuitant would have attained age 70 1/2, in the
         case of a spouse beenficiary; and

3.   the plan provides equal or substantially equal payments over a period which
     does not exceed the life of the  beneficiary or the life  expectancy of the
     beneficiary,  or in the case of a non-spouse  beneficiary  of a Section 457
     plan, payments do not exceed a period of 15 years.

In this event, the reference to "annuitant" in the annuity payment plans section
will apply to the beneficiary.

To whom are the death benefits payable?

Benefits  will  be paid  equally  to all  primary  beneficiaries  surviving  the
annuitant.  If none  survive,  proceeds  will be paid equally to all  contingent
beneficiaries surviving the annuitant. If no beneficiary survives the annuitant,
we will pay the  benefits  to the owner,  if living,  otherwise  to the  owner's
estate.

Who is the beneficiary?

Beneficiaries  are those you name, in a form  satisfactory to us, to receive the
benefits of this contract if the owner or annuitant  dies while this contract is
in force.  The owner may  change  the  beneficiary  as  provided  below.  If the
beneficiary  has been changed,  we will pay any benefits in accordance  with the
owner's last change of beneficiary request.

How does the owner change the beneficiary?

The owner may change the  beneficiary  any time while the annuitant is living by
satisfactory  written  request to us. Once the change is recorded by us, it will
take effect as of the date of the owner's  request,  subject to any action taken
or payment made by us before the recording.

What are the rights of the beneficiary?

If the death  benefit  under the  certificate  becomes  payable to a beneficiary
(payee) under an Annuity Payment Plan, that payee shall have the right to name a
beneficiary. Any such request from the payee must be made on a form satisfactory
to us.

What is the spouse's option to continue the certificate?

If the  annuitant's  death  occurs  before  the  settlement  date and before the
annuitant's  age  70-1/2,   the  annuitant's   spouse,  if  designated  as  sole
beneficiary,  may elect in writing to postpone  receipt of the death benefit and
instead  continue the  certificate in force.  The election by the spouse must be
made within 60 days after we receive due proof of death.  The certificate may be
continued  in force  only  until  the date on which  the  annuitant  would  have
attained age 70-1/2.  Any annuity  payment plan later elected by the spouse must
provide amounts calculated in accordance with the Code.

What if the annuitant dies after settlement?

If the annuitant dies after settlement,  the amount payable,  if any, will be as
provided in the annuity payment plan then in effect.

<PAGE>
- --------------------------------------------------------------------------------
=========================================================
Accumulation Value,
Cash Surrender Value,
Market Adjusted Value
=========================================================

How is the accumulation value determined?

On the  certificate  date  the  accumulation  value  of the  certificate  is the
purchase payment.  Thereafter interest accrues from day to day for the guarantee
periods  initially at the rate shown under  certificate  data in the certificate
and later at the renewal  rate(s).  These rates  represent an  effective  annual
yield.  At no time while the  certificate is in force shall interest accrue at a
rate less than 3% compounded  annually.  The accumulation value will be adjusted
for any amounts surrendered.

Are there premium tax charges?

We  reserve  the right to deduct an amount  from the  accumulation  value of the
certificate  at the time  that  any  applicable  premium  taxes  not  previously
deducted are payable.

If a tax is payable  at the time of the  purchase  payment  and we choose to not
deduct it at that  time,  we further  reserve  the right to deduct it at a later
date.

How are renewal guarantee periods determined?

At the end of any guarantee  period a renewal  guarantee  period will begin.  We
will notify the owner in writing 45 days before the  renewal  guarantee  period.
Each  renewal  guarantee  period  will be one year  unless  the  owner  elects a
different  length from those  offered at the time.  We must  receive the owner's
written request at least 15 days before the renewal date. The renewal  guarantee
period may never extend beyond the settlement date.

The  accumulation  value on the renewal  date will be equal to the  accumulation
value at the end of the  guarantee  period  just  ending.  This  value will earn
interest at the renewal  guarantee  rate. Upon written request within 45 days of
the renewal  guarantee period, we will notify the owner of the renewal guarantee
rate then in effect for  certificates  renewing at that time. The actual renewal
guarantee rate will be determined on the renewal date.

What is the market adjusted value and how is it determined?

The market adjusted value is the  accumulation  value on any date before the end
of the current  guarantee period adjusted by a formula.  The formula  adjustment
reflects the relationship between:

1.   the  interest  rate we are then  crediting  for new  certificate  sales and
     renewals (Form 33115) for the time remaining in the  certificate's  current
     guarantee period; and

2.   the  guaranteed  interest  rate  applicable  to the  certificate's  current
     guarantee period.

The market adjusted value may be more or less than the accumulation value.



<PAGE>
The market adjusted value formula is as follows:

   market adjusted value     =       renewal value
                                -----------------------
                                                (N + t)
                                (1 + ic + .0025)

   where:  renewal value     =  the accumulation value at the end of the owner's
                                current guarantee period.

      N                         = the number of  complete  certificate  years to
                                the end of the owner's guarantee period.

        t                       = the fraction of the certificate year remaining
                                to the end of the owner's  certificate year (for
                                example,  if  180  days  remain  in  a  365  day
                                certificate year, t would be .493)

        ic                   =  the current rate offered for new certificate
                                sales and renewals (Form 33115) for the number
                                of years left in the owner's guarantee period
                                (straight line interpolation between whole year
                                rates). If N is zero, ic is the rate for one
                                year guarantee periods.

The market value adjustment is as follows:

market value adjustment       =
    market adjusted value - accumulation value

There will be no market  value  adjustment  made on the last day of a  guarantee
period.

Can the owner  request  surrender of any amounts  under the  certificate  before
settlement?

Yes.  By written request to us and subject to the rules below the owner may:

1.   surrender the certificate for the total cash surrender value;

2.   partially surrender the certificate for a part of the cash surrender value.

How is the cash surrender value determined?

The cash  surrender  value is the market  adjusted  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

What are the rules for a surrender or partial surrender?

The amount  surrendered  and any  applicable  market  value  adjustment  will be
deducted  from  the  accumulation  value  of  the  certificate  on the  date  of
surrender. The owner may surrender all or a portion of the cash surrender value.
However,  the accumulation  value that remains after a partial surrender must be
at least $2,000. Any partial surrender must be at least $250.

The surrender  payment will normally be mailed to the owner within seven days of
the receipt of the owner's written request.

Upon  surrender  of the  certificate  for the total cash  surrender  value,  the
certificate will terminate. We may require that the owner return the certificate
to our corporate office before we pay the total cash surrender value.



<PAGE>

What distributions are prohibited if the certificate is a TSA?

To meet the requirements of Section 403(b) of the Code, unless otherwise
provided in the Code, no amounts may be distributed unless the annuitant has:
1.   attained age 59-1/2; or
2.   separated from service; or
3.   dies; or
4.   become disabled (as defined in Section 72(m)(7) of the Code); or
5.   encountered hardship (within the meaning of Section 401(k) of the Code);
     and then only such amounts as the Code may provide.

We will require  satisfactory written proof of the event(s) in items 1 through 5
above prior to any distribution from the certificate.

Can we delay or suspend payment of a partial or full surrender?

We may defer payment of any partial or full surrender for a period not to exceed
6 months from the date we receive the  owner's  surrender  request or the period
permitted  by state  insurance  law, if less.  If we defer  payment more than 30
days, we will pay annual interest of at least 3% on the amount deferred.

Will the owner receive information about the certificate values?

Yes.  At least once a year we will send the owner a statement  showing  both the
accumulation  value  and  the  cash  surrender  value  of the  certificate.  The
statement  will specify the market value  adjustment  used to determine the cash
surrender  value.  This statement will be based on any laws or regulations  that
apply.

We will also  notify  the owner 45 days  before  the end of a  guarantee  period
concerning  renewal periods available and the owner's right to surrender without
a market value adjustment on the last day of the guarantee period.



<PAGE>

- --------------------------------------------------------------------------------

=========================================================
Annuity Payment Plans
=========================================================

When will annuity payments begin?

The first payment will be made as of the settlement date.  Before payments begin
we will require  satisfactory  proof that the  annuitant  is alive.  We may also
require that the owner  exchange the  certificate  for a  supplemental  contract
which provides the annuity payments.

Can the owner change the settlement date?

Yes.  The  owner  must  tell us the new date by  written  request.  If the owner
selects  a new date it must be at least 30 days  after we  receive  the  owner's
written request at our corporate office.

The settlement date cannot be later than the later of:

1.   April 1 following the calendar  year in which the annuitant  attains age 70
     1/2; or

2.   except for 5% owners,  if later,  April 1 following  the  calendar  year in
     which the annuitant retires; or

3.   such other date which satisfies the minimum distribution requirements under
     the Code; or

4.   such other date as agreed upon by us.

Notwithstanding  the above,  the settlement  date cannot be later than the later
of:

1.  the certificate anniversary nearest the annuitant's 85th birthday; or

2.  the 10th certificate anniversary.

What are the annuity payment plans?

There are different ways to receive annuity payments. We call these plans.

Plan  A - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant. No payments will be made after the annuitant dies.

Plan  B - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant  with a guarantee by us that  payments will be made for a period of at
least five, ten or fifteen years. The owner must select the guaranteed period.

Plan  C - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant with a guarantee by us that payments will be made for a certain number
of months.  We determine  the number of months by dividing  the market  adjusted
value applied under this plan by the amount of the monthly annuity payment.

Plan D - We call this a joint and survivor life annuity.  Monthly  payments will
be paid for the lifetime of the annuitant and a joint annuitant. When either the
annuitant or joint annuitant dies we will continue to make monthly  payments for
the lifetime of the  survivor.  No payments will be paid after the death of both
the annuitant and joint annuitant.

Plan E - This  provides  monthly fixed dollar  annuity  payments for a period of
years. The period of years may be no less than 10 nor more than 30.

What are the requirements for selecting a plan?

The owner may elect by written notice to us at anytime at least 30 days prior to
the settlement  date to have the market adjusted value applied on the settlement
date to provide:

1.   a lump sum payment as a result of a total  surrender as provided  under the
     cash surrender value provision of the certificate; or

2.   one of the annuity  payment plans shown herein.  Amounts  payable under any
     such annuity payment plan will be calculated in a accordance with the Code.
     Any such annuity payment plan must be provided:

     a.   in equal or substantially  equal payments over a period no longer than
          the life of the  annuitant or the lives of the  annuitant  and a joint
          annuitant; or

     b.   in equal or substantially  equal payments over a period which does not
          exceed the life expectancy of the annuitant, or the life expectancy of
          the annuitant and a joint annuitant; and

     c.   any annuity payment plan selected must also meet the incidental  death
          benefit requirements under the Code.

If at least 30 days  before  the  settlement  date we have not  received  at our
corporate  office the  owner's  written  request to select a plan,  we will make
payments  according  to plan B with  payments  guaranteed  for 10 years,  unless
otherwise required by the Code.

If the amount to be applied to a plan is not at least $2,000, or if payments are
to be made to other than a natural person,  we have the right to make a lump sum
payment of the cash surrender value.

How will payments be made?

Payments will be made by us by check.  The check must be personally  endorsed by
the payee or payees as well as the annuitant (or joint  annuitant under Plan D).
If the annuitant or joint  annuitant does not endorse the check,  other evidence
must be furnished to show that the annuitant or joint annuitant is still alive.

Can distributions be delayed at settlement?

When the owner is eligible to receive a distribution from their certificate, the
owner  may be able to  have  all or a  portion  of that  distribution  paid in a
"direct rollover." A direct rollover means that, instead of paying the owner, we
will make the payment  directly to an individual  retirement  account or annuity
(IRA,  as defined in Section 408 of the Code) or to another Code Section  403(b)
contract or  custodial  account  that  accepts  direct  rollovers.  If the owner
chooses a direct rollover, the owner will not be taxed on the distribution until
it is later  taken out of the IRA or 403(b)  plan.  However,  the owner  will be
subject  to any  applicable  charges  under the  certificate  at the time of the
distribution.

Do all distributions qualify for direct rollover?

Only "an eligible rollover distribution" (as defined in Code Section 402(c)) may
be paid as a direct rollover. In general, eligible rollover distributions DO NOT
include any payment that is part of a series of equal or almost  equal  payments
made at least once a year over:

     - the owner's life or life expectancy;

     - the life or life expectancies of the owner and beneficiary; or

     - for a period of ten years or more.

Also,  required  minimum  distributions  made  beginning  in the year the  owner
retires or  reaches  age  70-1/2,  as  applicable,  are not  "eligible  rollover
distributions" available for direct rollover.

Are  eligible   rollover   distributions   available  for  alternate  payees  or
beneficiaries?

The rules  outlined  above apply to a former spouse who is an "alternate  payee"
under a  "qualified  domestic  relations  order"  (as  defined  in Code  Section
414(p)). A qualified  domestic relations order is issued by a court,  usually in
connection with a divorce or legal separation.

A beneficiary who is a surviving  spouse may elect to have an eligible  rollover
distribution directly rolled over into an IRA, but not into another 403(b) plan.

A distribution to a non-spouse is not an eligible rollover distribution.



<PAGE>

- -------------------------------------------------------------------------------

==========================================================
Table of Settlement Rates
==========================================================

What will be the amount of the monthly annuity payments?

If the settlement date is the last day of a guarantee period, the amount applied
to provide a payment  will be the  accumulation  value on that date.  The market
adjusted  value  is  applied  if the  settlement  date is not the  last day of a
guarantee  period.  The  amount  applied  to  provide  a  payment  will  be  the
accumulation  value on the settlement  date. The amount of each monthly  annuity
payment for each  $1,000  applied  under any  payment  plan will be based on our
Table of  Settlement  Rates in  effect  at the time of the  first  payment.  The
amounts will not be less than those shown in the table below.

The amount of such payments  under plans A, B, and C will depend on the adjusted
age of the annuitant on the  settlement  date. The amount of such payments under
plan D will depend on the adjusted age of the annuitant and the joint  annuitant
on the settlement date.

Adjusted  age  means  the  age on the  annuitant's  nearest  birthday  minus  an
"adjustment"  based  on the  calendar  year of the  birth  of the  annuitant  as
follows:

Calendar                     Calendar
Year of                      Year of
Annuitant's         Adjust-  Annuitant's         Adjust-
Birth                ment    Birth                ment
- -----                ----    -----                ----
Prior to 1920         0      1945 through 1949     6
1920 through 1924     1      1950 through 1959     7
1925 through 1929     2      1960 through 1969     8
1930 through 1934     3      1970 through 1979     9
1935 through 1939     4      1980 through 1989     10
1940 through 1944     5      After 1989            11
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
Amount of Each Monthly Annuity Payment Per $1,000 Applied
- --------------------------------------------------------------------------------------------------------------------------
       Plan A                Plan B                Plan C             Plan D - Joint and Survivor
                                                                      Adjusted Age of Joint Annuitant
- --------------------------------------------------------------------------------------------------------------------------
Adj.    Life      5 Years    10 Years   15 Years    With      Adj.    10 Years   5 Years    Same     5 Years    10 Years
Age*   Income     Certain     Certain    Certain   Refund     Age*    Younger    Younger     Age       Older      Older
- --------------------------------------------------------------------------------------------------------------------------
<S>    <C>         <C>        <C>        <C>        <C>        <C>     <C>       <C>        <C>        <C>        <C>
55     4.25        4.25       4.22       4.18       4.10       55      3.47      3.62       3.77       3.90       4.01
60     4.72        4.70       4.66       4.57       4.48       60      3.71      3.90       4.10       4.28       4.42
65     5.35        5.32       5.22       5.05       4.97       65      4.01      4.28       4.54       4.79       4.99
66     5.51        5.47       5.36       5.16       5.08       66      4.08      4.36       4.65       4.91       5.13
67     5.67        5.63       5.50       5.26       5.20       67      4.16      4.46       4.76       5.04       5.28
68     5.85        5.80       5.65       5.37       5.33       68      4.24      4.56       4.89       5.19       5.43
69     6.04        5.98       5.80       5.49       5.47       69      4.33      4.67       5.02       5.34       5.61
70     6.25        6.18       5.96       5.60       5.61       70      4.42      4.79       5.16       5.51       5.79
71     6.47        6.39       6.14       5.71       5.76       71      4.52      4.91       5.31       5.69       5.99
72     6.71        6.62       6.31       5.83       5.93       72      4.63      5.04       5.48       5.88       6.20
73     6.97        6.86       6.50       5.94       6.10       73      4.74      5.19       5.66       6.09       6.43
74     7.26        7.12       6.69       6.04       6.28       74      4.86      5.34       5.85       6.32       6.68
75     7.56        7.39       6.89       6.14       6.48       75      4.99      5.51       6.06       6.56       6.96
76     7.90        7.69       7.09       6.24       6.68       76      5.13      5.69       6.28       6.82       7.25
77     8.26        8.01       7.29       6.33       6.90       77      5.28      5.88       6.52       7.11       7.56
78     8.65        8.34       7.49       6.41       7.13       78      5.43      6.09       6.78       7.42       7.90
79     9.07        8.69       7.69       6.48       7.38       79      5.61      6.32       7.07       7.75       8.27
80     9.53        9.07       7.89       6.55       7.64       80      5.79      6.56       7.38       8.11       8.67
81    10.03        9.46       8.08       6.61       7.91       81      5.99      6.82       7.71       8.50       9.09
82    10.57        9.87       8.26       6.66       8.21       82      6.20      7.11       8.07       8.92       9.55
83    11.16       10.30       8.43       6.70       8.51       83      6.43      7.42       8.45       9.37      10.04
84    11.79       10.74       8.59       6.74       8.83       84      6.68      7.75       8.87       9.86      10.57
85    12.48       11.19       8.74       6.77       9.18       85      6.96      8.11       9.32      10.38      11.14
90    16.68       13.42       9.26       6.85      11.11       90      8.67     10.38      12.09      13.50      14.67
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Adjusted age of annuitant.
- -------------------------------------------------------------------------------
The table above is based on the "1983 Individual Annuitant Mortality Table A"
assuming an interest rate of 3% per year compounded annually. Settlement rates
for any age not shown above, will be calculated on the same basis as those rates
shown in the table above. Such rates will be furnished by us upon request.
Amounts shown in the Table below are based on an assumed interest rate of 3% per
year compounded annually.

- --------------------------------------------------------------------------------
Plan E  Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000
        Applied
- -------------------------------------------------------------------------------
Years        Monthly        Years          Monthly         Years         Monthly
Payable      Payment        Payable        Payment         Payable       Payment
- -------      -------        -------        -------         -------       -------
  10           $9.61          17            $6.23            24            $4.84
  11            8.86          18             5.96            25             4.71
  12            8.24          19             5.73            26             4.59
  13            7.71          20             5.51            27             4.47
  14            7.26          21             5.32            28             4.37
  15            6.87          22             5.15            29             4.27
  16            6.53          23             4.99            30             4.18
- --------------------------------------------------------------------------------


<PAGE>
- --------------------------------------------------------------------------------

=============================================================
Group Annuity
Contract
=============================================================

o    Purchase payment is payable in a single sum.

o    Annuity payments to begin on the settlement date.

o    The certificate is nonparticipating.  Dividends are not payable.

- --------------------------------------------------------------------------------

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440



<PAGE>

==========================================================
Group Annuity
Certificate
==========================================================

- - Purchase payment is payable in a single sum.
- - Annuity payments to begin on the settlement date.
- - This contract is nonparticipating. Dividends are not payable.

This annuity certificate summarizes the provisions of the Group Annuity Contract
specified on the enrollment application.  It does not amend or modify any of the
provisions  of the Group  Contract.  All rights,  privileges  and  benefits  are
governed by the  provisions  of the Group  Contract.  The Group  Contract may be
inspected by the certificate owner or annuitant at the  Contractholder's  office
during office hours.

If the  annuitant  is living on the  Settlement  Date,  we will begin to pay you
monthly  annuity  payments.  Any payments made by us are subject to the Terms of
the Group contract.

We issue this certificate in consideration of your enrollment  application,  and
payment of the single purchase payment.

THE GROUP ANNUITY CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT  FORMULA WHICH MAY
RESULT IN BOTH  UPWARD AND  DOWNWARD  ADJUSTMENTS  IN CASH  SURRENDER  BENEFITS.
Surrenders are available without market value adjustment on the last day of each
certificate guarantee period.



Signed for and issued by IDS Life Insurance Company, Minneapolis,  Minnesota, as
of the certificate date shown below.

President:
[GRAPHIC OMITTED]

Richard W. Kling

Secretary:
[GRAPHIC OMITTED]

William A. Stoltzmann

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

ANNUITANT:                                           John Doe
CERTIFICATE NUMBER:                                  XXX-XXXXXX
CERTIFICATE DATE:                                    March 18, 1991
CERTIFICATE SETTLEMENT DATE:                         March 18, 2021

33115

<PAGE>

==========================================================
Guide to Certificate Provisions
==========================================================


Definitions                      Important words and meanings/Page 3

The Annuity Contract             Entire contract; Modification;
                                 Incontestability; Benefits based on incorrect
                                 data/Page 4

Owner                            Owner's rights; Change of ownership;
                                 Assignment/Page 5

Beneficiary and Payments to      Who is the beneficiary; Change of
Beneficiary                      beneficiary; Payments to beneficiary/
                                 Page 6

Purchase Payment                 Payment of the purchase payment; Limit on
                                 elective deferrals/Page 6

Accumulation Value,              How the accumulation value is
Cash Surrender Value, and        determined; How the market adjusted
Market Adjusted Value            value is determined; Surrender of the
                                 certificate for the cash surrender value;
                                 TSA prohibited distributions; Annual
                                 statement of value/Pages 7-8

Annuity                          Payment  Plans  When  annuity  payments  begin;
                                 Different  ways to  receive  annuity  payments;
                                 Direct rollover of distributions/Pages 9-10

Table of Settlement Rates        Table showing monthly annuity payment
                                 amounts for the various plans/Page 11

<PAGE>
                                CERTIFICATE DATA


GROUP CONTRACTHOLDER:   ABC Corporation                    GROUP
                        as Trustee of the                  CONTRACT
                        Market Value Annuity Group Trust   NUMBER: 33112-GP1

GROUP ANNUITY CERTIFICATE OWNER:   John Doe

PURCHASE PAYMENT:                  $100,000.00

INITIAL GUARANTEE RATE:            8.00%

INITIAL GUARANTEE PERIOD:          5 Years

SURRENDER CHARGE:                  There are no surrender charges.

MARKET VALUE ADJUSTMENT:           Applied at any time other than the last day
                                   of a Guarantee Period or for death benefits.

ACCUMULATION VALUE AT END OF INITIAL GUARANTEE PERIOD:             $146,932.81

ANNUITANT:                                        John Doe
CERTIFICATE NUMBER:                               XXX-XXXXXX
CERTIFICATE DATE:                                 March 18, 1991
CERTIFICATE SETTLEMENT DATE:                      March 18, 2021




<PAGE>


PAGE INTENTIONALLY LEFT BLANK


<PAGE>

==========================================================
Definitions
==========================================================

The following words are used often in this certificate. When we use these words,
this is what we mean:

the annuitant

The person on whose life monthly annuity payments depend.

you, your, owner

The  owner  of this  certificate.  The  owner  may be  someone  other  than  the
annuitant. The owner may be changed as provided in this certificate.

we, our, us

IDS Life Insurance Company

certificate date

It is the date from which  certificate  anniversaries,  certificate  years,  and
certificate  months  are  determined.  Your  certificate  date  is  shown  under
certificate data, in the certificate.

certificate anniversary

The same day and month as the  certificate  date each year that the  certificate
remains in force.

initial guarantee period

The period during which the initial guarantee rate will be credited. It is shown
under certificate data, in the certificate.

initial guarantee rate

The rate of  interest  credited  to the  purchase  payment as  described  in the
accumulation  value  section.  It  is  shown  under  certificate  data,  in  the
certificate.

renewal guarantee period

A renewal guarantee period will begin at the end of each guarantee period. It is
determined in accordance with the terms of the certificate.

renewal guarantee rate

The  rate  of  interest  credited  to the  renewal  value  as  described  in the
accumulation value section.

renewal date

The first day of a renewal  guarantee period. It will always be on a certificate
anniversary.

current rate

The applicable  interest rate contained in a schedule of rates established by us
from time to time for various guarantee periods.

accumulation value

The value of the  purchase  payment  plus  interest  credited,  adjusted for any
surrenders.

market adjusted value

The accumulation value adjusted by the market adjusted value formula.

market value adjustment

The market adjusted value minus the accumulation value.

renewal value

The accumulation value at the end of the guarantee period.

cash surrender value

The market  adjusted  value is the cash  surrender  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

written request

A request in writing signed by you and delivered to us at our corporate office.

settlement

If the settlement date is not the last day of a guarantee period,  settlement is
the application of the market adjusted value of a certificate to provide annuity
payments.  On the last day of a guarantee period,  settlement is the application
of the accumulation value of a certificate to provide annuity payments.

settlement date

The date on which annuity  payments are to begin under a certificate.  This date
may be changed as provided in the certificate.

elective deferrals

Employer  contributions  to the annuity that are excludable  from the taxpayer's
current income as provided in the Code.

Code

The  Internal  Revenue  Code of  1986,  as  amended,  and all  related  laws and
regulations which are in effect during the term of this certificate.

TSA

A Tax Sheltered Annuity as described in Section 403(b) of the Code.


<PAGE>

==========================================================
The Annuity Contract
==========================================================

What is the entire contract?

The Group Contract, including any endorsements or riders, and the application of
the Group  Contractholder is the entire contract between the  Contractholder and
us.

No  one  except  one of  our  corporate  officers  (President,  Vice  President,
Secretary,  or  Assistant  Secretary)  can  change or waive any of our rights or
requirements under the contract.  That person must do so in writing. None of our
agents or other  persons has the  authority to change or waive any of our rights
or requirements under the contract.

Can this contract be modified?

We reserve the right to modify the contract to the extent necessary to qualify a
certificate  issued  under  this  contract,  if  purchased  as part of a  401(a)
qualified plan or a TSA, to the extent necessary to comply with Section 401, 403
or any other applicable section of the Code, or to comply with the provisions of
your  401(a)  qualified  plan or TSA.  We also  reserve  the right to modify the
contract to the extent  necessary  to qualify a  certificate  issued  under this
contract, if purchased as part of a deferred compensation plan under Section 457
of the Code,  to the extent  necessary  to comply with  Section 457 or any other
applicable  section  of the  Code,  or to  comply  with the  provisions  of your
deferred compensation plan.

When will the certificate become incontestable?

This certificate is incontestable from its date of issue.

What if benefits are based on incorrect data?

If the amount of benefits  is  determined  by data as to a person's  age that is
incorrect,  benefits will be  recalculated on the basis of the correct data. Any
underpayments  made by us will be made up immediately.  Any overpayments made by
us will be subtracted  from the future  payments  under this contract  and/or as
otherwise legally permissible.

What federal and state laws govern the contract?

This contract is intended to qualify as an annuity  contract for Federal  income
tax purposes. To that end, the provisions of this contract are to be interpreted
to ensure or maintain such tax  qualification,  despite any other  provisions to
the  contrary.  We reserve  the right to amend  this  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 such amendments.

The contract is governed by the law of the state in which it is  delivered.  The
values and benefits of the  certificates are at least equal to those required by
such state.


<PAGE>

==========================================================
Owner
==========================================================

What are your rights as owner of this certificate?

As  long as the  annuitant  is  living  and  unless  otherwise  provided  in the
contract,  you may exercise all rights and privileges in the contract or allowed
by us.

What are your rights as owner if you are a trust or custodial account?

If you are a tax qualified trust or tax qualified  custodial account,  then your
trustees or custodians  (or their  successors)  properly  named by your trust or
custodial  agreement  may  exercise all rights and  privileges  provided in this
certificate or allowed by us.

Can you change the ownership of this certificate?

This certificate may not be sold, assigned, transferred,  discounted, or pledged
as collateral for a loan or as security for the  performance of an obligation or
for any other  purpose to any person  other than as may be required or permitted
under Sections 401, 403, 457, or other applicable sections of the Code.

However,  if you are the trustee of a tax-qualified  trust or the custodian of a
tax-qualified  custodial account, you may transfer ownership of this certificate
to the annuitant or to a qualified  successor  trustee or custodian if permitted
by the Code.

Or, if you are a trust or custodian  or an employer as part of a qualified  plan
under  Section 401 or 403 or a deferred  compensation  plan under Section 457 of
the Code,  you may transfer  ownership of this  certificate  to the annuitant if
permitted by the Code.

Any  permitted  transfers  must be on a form  approved by us. The change must be
made while the  annuitant is living.  Once the change is recorded by us, it will
take  effect  subject  to any  action  taken or  payment  made by us before  the
recording.



<PAGE>

==========================================================
Beneficiary and Payments To
Beneficiary
==========================================================

What death benefits are paid if the annuitant or owner dies before settlement?

If the annuitant or owner dies before  settlement  while this  certificate is in
force, we will pay the beneficiary the accumulation value.

The above  amount  will be  payable  in a lump sum upon  receipt of due proof of
death of the annuitant.  The  beneficiary  may elect to receive payment any time
within 5 years after the date of death of the annuitant.

Instead  of a lump  sum,  payment  may be made  under an  annuity  payment  plan
provided amounts are calculated in accordance with the Code, and:

1.   the  beneficiary  elects the plan within 60 days after we receive due proof
     of death; and

2.  payments begin no later than:
    a. one year after the date of death, in the case of a non-spouse
       beneficiary; or
    b. the date on which the annuitant would have attained age 70 1/2, in the
       case of a spouse beneficiary; and

3.  the plan provides equal or substantially  equal payments over a period which
    does not exceed the life of the  beneficiary  or the life  expectancy of the
    beneficiary,  or in the case of a  non-spouse  beneficiary  of a Section 457
    plan, payments do not exceed a period of 15 years.

In this event, the reference to "annuitant" in the annuity payment plans section
will apply to the beneficiary.

To whom are the death benefits payable?

Benefits  will  be paid  equally  to all  primary  beneficiaries  surviving  the
annuitant.  If none  survive,  proceeds  will be paid equally to all  contingent
beneficiaries surviving the annuitant. If no beneficiary survives the annuitant,
we will pay the benefits to you, if living, otherwise to your estate.

Who is the beneficiary?

Beneficiaries  are those you name, in a form  satisfactory to us, to receive the
benefits of this  contract if the owner or annuitant  die while this contract is
in force.  The owner may  change  the  beneficiary  as  provided  below.  If the
beneficiary  has been changed,  we will pay any benefits in accordance with your
last change of beneficiary request.

How do you change the beneficiary?

You may  change  the  beneficiary  any time  while  the  annuitant  is living by
satisfactory  written  request to us. Once the change is recorded by us, it will
take  effect as of the date of your  request,  subject  to any  action  taken or
payment made by us before the recording.

What are the rights of the beneficiary?

If the death  benefit  under this  contract  becomes  payable  to a  beneficiary
(payee) under an Annuity Payment Plan, that payee shall have the right to name a
beneficiary. Any such request from the payee must be made on a form satisfactory
to us.

What is the spouse's option to continue this certificate?

If the  annuitant's  death  occurs  before  the  settlement  date and before the
annuitant's  age  70  1/2,  the  annuitant's   spouse,  if  designated  as  sole
beneficiary,  may elect in writing to postpone  receipt of the death benefit and
instead  continue this  certificate in force. The election by the spouse must be
made within 60 days after we receive due proof of death.  The certificate may be
continued  in force  only  until  the date on which  the  annuitant  would  have
attained age 70 1/2. Any annuity  payment plan later  elected by the spouse must
provide amounts calculated in accordance with the Code.

What if the annuitant dies after settlement?

If the annuitant dies after settlement,  the amount payable,  if any, will be as
provided in the annuity payment plan then in effect.

==========================================================
Purchase Payment
==========================================================

What is the purchase payment for this certificate?

The purchase payment for this certificate is shown under certificate data. It is
payable to us on or before the date we deliver this certificate. It must be paid
or mailed to us at our corporate office or to an authorized agent.

Is there a limit on elective deferrals?

Elective  deferrals  made under the  contract may not exceed the annual limit on
elective deferrals as provided in the Code.



<PAGE>

==========================================================
Accumulation Value,
Cash Surrender Value,
Market Adjusted Value
==========================================================

How is the accumulation value determined?

On the  certificate  date,  the  accumulation  value of this  certificate is the
purchase payment. Thereafter, interest accrues from day to day for the guarantee
period  at the rate  shown  under  certificate  data.  This rate  represents  an
effective  annual  yield.  At no time while the  certificate  is in force  shall
interest  accrue at a rate less than 3% compounded  annually.  The  accumulation
value will be adjusted for any amounts surrendered.

Are there premium tax charges?

We reserve  the right to deduct an amount  from the  accumulation  value of this
certificate  at the time  that  any  applicable  premium  taxes  not  previously
deducted are payable.

If a tax is payable at the time of your  purchase  payment  and we choose to not
deduct it at that  time,  we further  reserve  the right to deduct it at a later
date.

How are renewal guarantee periods determined?

At the end of any guarantee  period,  a renewal  guarantee period will begin. We
will  notify you in writing 45 days before the renewal  guarantee  period.  Each
renewal  guarantee  period will be one year unless you elect a different  length
from those offered at the time. We must receive your written request at least 15
days before the renewal  date.  The renewal  guarantee  period may never  extend
beyond the settlement date.

The  accumulation  value on the renewal  date will be equal to the  accumulation
value at the end of the  guarantee  period  just  ending.  This  value will earn
interest at the renewal guarantee rate. Upon written request,  within 45 days of
the renewal  guarantee  period, we will notify you of the renewal guarantee rate
then in effect  for  certificates  renewing  at that time.  The  actual  renewal
guarantee rate will be determined on the renewal date.

What is the market adjusted value and how is it determined?

The market adjusted value is the  accumulation  value on any date before the end
of the current  guarantee period adjusted by a formula.  The formula  adjustment
reflects the relationship between:

1.   the  interest  rate we are then  crediting  for new  certificate  sales and
     renewals (Form 33115) for the time remaining in your certificate's  current
     guarantee period; and

2.   the  guaranteed  interest  rate  applicable to your  certificate's  current
     guarantee period.

The market adjusted value may be more or less than the accumulation value.

The market adjusted value formula is as follows:

market adjusted value      =          renewal value
                              -----------------------
                                              (N + t)
                              (1 + ic + .0025)

where:  renewal value      =   the accumulation value at the end of your current
                               guarantee period.

              N                = the number of complete certificate years to the
                               end of your guarantee period.

              t                = the fraction of the certificate  year remaining
                               to the end of your certificate year (for example,
                               if 180 days remain in a 365 day certificate year,
                               t would be .493)

              ic           =   the current rate offered for new certificate
                               sales and renewals (Form 33115) for the number of
                               years left in your guarantee period (straight
                               line interpolation between whole year rates). If
                               N is zero, ic is the rate for one year guarantee
                               periods.

The market value adjustment is as follows:

market value adjustment =
  market adjusted value - accumulation value

<PAGE>

There will be no market  value  adjustment  made on the last day of a  guarantee
period.

Can  you  request  surrender  of  any  amounts  under  this  certificate  before
settlement?

Yes. By written request to us and subject to the rules below you may:

1.  surrender this certificate for the total cash surrender value;

2.  partially surrender this certificate for a part of the cash surrender value.

How is the cash surrender value determined?

The cash  surrender  value is the market  adjusted  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

What are the rules for a surrender or partial surrender?

The amount  surrendered  and any  applicable  market  value  adjustment  will be
deducted  from  the  accumulation  value  of  the  certificate  on the  date  of
surrender.  You may  surrender  all or a portion  of the cash  surrender  value.
However,  the accumulation  value that remains after a partial surrender must be
at least $2,000. Any partial surrender must be at least $250.

The  surrender  payment will  normally be mailed to you within seven days of the
receipt of your written request.

Upon  surrender of this  certificate  for the total cash surrender  value,  this
certificate  will terminate.  We may require that you return this certificate to
our corporate office before we pay the total cash surrender value.

What distributions are prohibited if your certificate is a TSA?

To meet the  requirements  of  Section  403(b)  of the  Code,  unless  otherwise
provided in the Code, no amounts may be distributed unless you have:

1.  attained age 59-1/2; or
2.  separated from service; or
3.  died; or
4.  become disabled (as defined in Section 72(m)(7) of the Code); or
5.  encountered hardship (within the meaning of Section 401(k) of the Code); and
    then only such amounts as the Code may provide.

We will require  satisfactory written proof of the event(s) in items 1 through 5
above prior to any distribution from the certificate.

Can we delay or suspend payment of a partial or full surrender?

We may defer payment of any partial or full surrender for a period not to exceed
6 months from the date we receive your surrender request or the period permitted
by state  insurance law, if less. If we defer payment more than 30 days, we will
pay annual interest of at least 3% on the amount deferred.

Will you receive information about your certificate values?

Yes.  At  least  once a year we will  send  you a  statement  showing  both  the
accumulation  value  and the  cash  surrender  value  of this  certificate.  The
statement  will specify the market value  adjustment  used to determine the cash
surrender  value.  This statement will be based on any laws or regulations  that
apply.

We will also notify you 45 days before the end of a guarantee period  concerning
renewal  periods  available  and your right to surrender  without a market value
adjustment on the last day of your guarantee period.


<PAGE>

==========================================================
Annuity Payment Plans
==========================================================

When will annuity payments begin?

The first payment will be made as of the settlement date. Before payments begin,
we will require  satisfactory  proof that the  annuitant  is alive.  We may also
require that you exchange this  certificate  for a  supplemental  contract which
provides the annuity payments.

Can you change the settlement date?

Yes. Tell us the new date by written request.  If you select a new date, it must
be at least 30 days  after we receive  your  written  request  at our  corporate
office.

The settlement date cannot be later than the later of:

1.   April 1 following the calendar  year in which the annuitant  attains age 70
     1/2; or

2.   except for 5% owners,  if later,  April 1 following  the  calendar  year in
     which the annuitant retires; or

3.   such other date which satisfies the minimum distribution requirements under
     the  Internal  Revenue Code of 1986,  as amended,  its  regulations  and/or
     promulgations by the Internal Revenue Service; or

4.   such other date as agreed upon by us.

Notwithstanding  either of the above,  the settlement  date cannot be later than
the later of:

1.  the certificate anniversary nearest the annuitant's 85th birthday; or

2.  the 10th certificate anniversary.

What are the annuity payment plans?

There are different ways to receive annuity payments. We call these plans.

Plan  A - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant. No payments will be made after the annuitant dies.

Plan  B - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant  with a guarantee by us that  payments will be made for a period of at
least five, ten, or fifteen years. You must select the guaranteed period.

Plan  C - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant with a guarantee by us that payments will be made for a certain number
of months.  We determine  the number of months by dividing  the market  adjusted
value applied under this plan by the amount of the monthly annuity payment.

Plan D - We call this a joint and survivor life annuity.  Monthly  payments will
be paid for the lifetime of the annuitant and a joint annuitant. When either the
annuitant or joint annuitant dies, we will continue to make monthly payments for
the lifetime of the  survivor.  No payments will be paid after the death of both
the annuitant and joint annuitant.

Plan E - This  provides  monthly fixed dollar  annuity  payments for a period of
years. The period of years may be no less than 10 nor more than 30.

What are the requirements for selecting a plan?

You may elect by written  notice to us at any time at least 30 days prior to the
settlement  date, to have the market  adjusted  value applied on the  settlement
date to provide:

1.   a lump-sum  payment as a result of a total surrender as provided under cash
     surrender value provision of this certificate; or

2.   one of the annuity  payment plans shown herein.  Amounts  payable under any
     such annuity  payment plan will be calculated in accordance  with the Code.
     Any such annuity payment plan must be provided:

     a.   in equal or substantially  equal payments over a period no longer than
          the life of the  annuitant or the lives of the  annuitant  and a joint
          annuitant; or

     b.   in equal or substantially  equal payments over a period which does not
          exceed the life expectancy of the annuitant, or the life expectancy of
          the annuitant and a joint annuitant; and

     c.   any annuity payment plan selected must also meet the incidental  death
          benefit requirements under the Code.

If at least 30 days  before  the  settlement  date we have not  received  at our
corporate  office your written  request to select a plan,  we will make payments
according to Plan B with  payments  guaranteed  for 10 years,  unless  otherwise
required by the Code.

If the amount to be applied to a plan is not at least $2,000, or if payments are
to be made to other than a natural person, we have the right

<PAGE>

to make a lump-sum payment of the cash surrender value.

How will payments be made?

Payments will be made by us by check.  The check must be personally  endorsed by
the payee or payees as well as the annuitant (or joint  annuitant under Plan D).
If the annuitant or joint  annuitant does not endorse the check,  other evidence
must be furnished to show that the annuitant or joint annuitant is still alive.

Can I delay distributions at settlement?

When you are eligible to receive a distribution  from your contract,  you may be
able to have all or a portion of that distribution paid in a "direct  rollover."
A direct  rollover means that,  instead of paying you, we will make your payment
directly to an  individual  retirement  account or annuity  (IRA,  as defined in
Section 408 of the Code) or to another Code Section 403(b) contract or custodial
account that accepts direct rollovers. If you choose a direct rollover, you will
not be taxed on your  distribution  until  you  later  take it out of the IRA or
403(b) plan.  However,  you will be subject to any applicable charges under your
contract at the time of the distribution.

Do all distributions qualify for direct rollover?

Only an "eligible rollover distribution" (as defined in Code Section 402(c)) may
be paid as a direct rollover. In general, eligible rollover distributions DO NOT
include any payment that is part of a series of equal or almost  equal  payments
made at least once a year over:

     - your life or life expectancy;

     - the life or life expectancies of you and your beneficiary; or

     - for a period of ten years or more.

Also,  required minimum  distributions  made beginning in the year you retire or
reach age 70-1/2,  as  applicable,  are not  "eligible  rollover  distributions"
available for direct rollover.

Are  eligible   rollover   distributions   available  for  alternate  payees  or
beneficiaries?

The rules outlined above apply to your former spouse who is an "alternate payee"
under a  "qualified  domestic  relations  order"  (as  defined  in Code  Section
414(p)). A qualified  domestic relations order is issued by a court,  usually in
connection with a divorce or legal separation.

A  beneficiary  who is your  surviving  spouse  may  elect  to have an  eligible
rollover  distribution  directly  rolled over into an IRA,  but not into another
403(b) plan.

A distribution to a non-spouse is not an eligible rollover distribution.



<PAGE>

- ----------------------------------------------------------
Table of Settlement Rates
- ----------------------------------------------------------

What will be the amount of the monthly annuity payments?

If the settlement date is the last day of a guarantee period, the amount applied
to provide a payment  will be the  accumulation  value on that date.  The market
adjusted  value  is  applied  if the  settlement  date is not the  last day of a
guarantee  period.  The  amount  applied  to  provide  a  payment  will  be  the
accumulation  value on the settlement  date. The amount of each monthly  annuity
payment for each  $1,000  applied  under any  payment  plan will be based on our
Table of  Settlement  Rates in  effect  at the time of the  first  payment.  The
amounts will not be less than those shown in the table below.

The amount of such payments  under plans A, B, and C will depend on the adjusted
age of the annuitant on the  settlement  date. The amount of such payments under
plan D will depend on the adjusted age of the annuitant and the joint  annuitant
on the settlement  date.  Adjusted age means the age on the annuitant's  nearest
birthday  minus an  "adjustment"  based on the calendar year of the birth of the
annuitant as follows:

Calendar                     Calendar
Year of                      Year of
Annuitant's         Adjust-  Annuitant's         Adjust-
Birth                ment    Birth                ment
- -----                ----    -----                ----
Prior to 1920         0      1945 through 1949     6
1920 through 1924     1      1950 through 1959     7
1925 through 1929     2      1960 through 1969     8
1930 through 1934     3      1970 through 1979     9
1935 through 1939     4      1980 through 1989     10
1940 through 1944     5      After 1989            11

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Amount of Each Monthly Annuity Payment Per $1,000 Applied
- --------------------------------------------------------------------------------------------------------------------------
       Plan A                Plan B                Plan C             Plan D - Joint and Survivor
                                                                      Adjusted Age of Joint Annuitant
- --------------------------------------------------------------------------------------------------------------------------
Adj.    Life      5 Years    10 Years   15 Years    With      Adj.    10 Years   5 Years    Same     5 Years    10 Years
Age*   Income     Certain     Certain    Certain   Refund     Age*    Younger    Younger     Age       Older      Older
- --------------------------------------------------------------------------------------------------------------------------
<S>    <C>         <C>        <C>        <C>        <C>        <C>     <C>       <C>        <C>        <C>        <C>
55     4.25        4.25       4.22       4.18       4.10       55      3.47      3.62       3.77       3.90       4.01
60     4.72        4.70       4.66       4.57       4.48       60      3.71      3.90       4.10       4.28       4.42
65     5.35        5.32       5.22       5.05       4.97       65      4.01      4.28       4.54       4.79       4.99
66     5.51        5.47       5.36       5.16       5.08       66      4.08      4.36       4.65       4.91       5.13
67     5.67        5.63       5.50       5.26       5.20       67      4.16      4.46       4.76       5.04       5.28
68     5.85        5.80       5.65       5.37       5.33       68      4.24      4.56       4.89       5.19       5.43
69     6.04        5.98       5.80       5.49       5.47       69      4.33      4.67       5.02       5.34       5.61
70     6.25        6.18       5.96       5.60       5.61       70      4.42      4.79       5.16       5.51       5.79
71     6.47        6.39       6.14       5.71       5.76       71      4.52      4.91       5.31       5.69       5.99
72     6.71        6.62       6.31       5.83       5.93       72      4.63      5.04       5.48       5.88       6.20
73     6.97        6.86       6.50       5.94       6.10       73      4.74      5.19       5.66       6.09       6.43
74     7.26        7.12       6.69       6.04       6.28       74      4.86      5.34       5.85       6.32       6.68
75     7.56        7.39       6.89       6.14       6.48       75      4.99      5.51       6.06       6.56       6.96
76     7.90        7.69       7.09       6.24       6.68       76      5.13      5.69       6.28       6.82       7.25
77     8.26        8.01       7.29       6.33       6.90       77      5.28      5.88       6.52       7.11       7.56
78     8.65        8.34       7.49       6.41       7.13       78      5.43      6.09       6.78       7.42       7.90
79     9.07        8.69       7.69       6.48       7.38       79      5.61      6.32       7.07       7.75       8.27
80     9.53        9.07       7.89       6.55       7.64       80      5.79      6.56       7.38       8.11       8.67
81    10.03        9.46       8.08       6.61       7.91       81      5.99      6.82       7.71       8.50       9.09
82    10.57        9.87       8.26       6.66       8.21       82      6.20      7.11       8.07       8.92       9.55
83    11.16       10.30       8.43       6.70       8.51       83      6.43      7.42       8.45       9.37      10.04
84    11.79       10.74       8.59       6.74       8.83       84      6.68      7.75       8.87       9.86      10.57
85    12.48       11.19       8.74       6.77       9.18       85      6.96      8.11       9.32      10.38      11.14
90    16.68       13.42       9.26       6.85      11.11       90      8.67     10.38      12.09      13.50      14.67
- -------------------------------------------------------------------------------------------------------------------------
*Adjusted age of annuitant.
</TABLE>
- --------------------------------------------------------------------------------
The table above is based on the "1983 Individual Annuitant Mortality Table A"
assuming an interest rate of 3% per year compounded annually. Settlement rates
for any age not shown above, will be calculated on the same basis as those rates
shown in the table above. Such rates will be furnished by us upon request.
Amounts shown in the Table below are based on an assumed interest rate of 3% per
year compounded annually.

- --------------------------------------------------------------------------------
Plan E   Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000
         Applied
- --------------------------------------------------------------------------------
Years        Monthly        Years          Monthly         Years         Monthly
Payable      Payment        Payable        Payment         Payable       Payment
- -------      -------        -------        -------         -------       -------
  10           $9.61          17            $6.23            24            $4.84
  11            8.86          18             5.96            25             4.71
  12            8.24          19             5.73            26             4.59
  13            7.71          20             5.51            27             4.47
  14            7.26          21             5.32            28             4.37
  15            6.87          22             5.15            29             4.27
  16            6.53          23             4.99            30             4.18
- --------------------------------------------------------------------------------

<PAGE>


==========================================================
Group Annuity
Certificate
==========================================================

- - Purchase payment is payable in a single sum.
- - Annuity payments to begin on the settlement date.
- - This contract is nonparticipating. Dividends are not payable.

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440



<PAGE>

- --------------------------------------------------------------------------------
==========================================================
GROUP IRA
ANNUITY CONTRACT
==========================================================
- --------------------------------------------------------------------------------

o  Purchase payments are payable in a single sum.
o  Annuity payments begin on the settlement date.
o  This contract is nonparticipating.  Dividends are not payable.


Contract Holder:              ABC Corporation, Trustee
Contract Number:              33113-GP1
Contract Date:                July 1, 1997



IDS Life  Insurance  Company,  herein called the Company,  will pay the benefits
provided by this  contract in accordance  with and subject to all  provisions of
this contract.

We  issue  this   contract  in   consideration   of  the   application   of  the
contractholder.

THE GROUP ANNUITY CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT  FORMULA WHICH MAY
RESULT IN BOTH  UPWARD AND  DOWNWARD  ADJUSTMENTS  IN CASH  SURRENDER  BENEFITS.
Surrenders are available without market value adjustment on the last day of each
certificate guarantee period.


Signed for and issued by IDS Life Insurance Company, Minneapolis,  Minnesota, as
of the contract date shown above.


President:
[GRAPHIC OMITTED]
Richard W. Kling

Secretary:
[GRAPHIC OMITTED]
William A. Stoltzmann

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

33113

<PAGE>

                              CONTRACT DATA


GROUP CONTRACTHOLDER:         ABC Corporation, Trustee

GROUP CONTRACT NUMBER:        33113-GP1

SURRENDER CHARGE:             There are no surrender charges.

MARKET VALUE ADJUSTMENT:      Applied at any time other than the last day of a
                              Guaranteed Period or for death benefits.

GUARANTEE PERIODS:            1-10 Years
- --------------------------------------------------------------------------------


<PAGE>

==============================================================
Guide to Contract Provisions
==============================================================

Definitions                   Important words and meanings/Pages 4-5

The Annuity Contract          Entire contract; Modification; Incontestability;
                              Benefits based on incorrect data/Page 6

Contractholder and            Contractholder; Owner's rights; Change
Owner                         of ownership; Assignment/Page 7

Beneficiary and Payments to   Who is the beneficiary; Change of
Beneficiary                   beneficiary; Payments to beneficiary/
                              Page 8

Purchase Payment              Payment of the purchase payment/Page 9

Accumulation Value,           How the accumulation value is
Cash Surrender Value,         determined; Surrender of the certificate
and Market Adjusted Value     for the cash surrender value; How market adjusted
                              value is determined; Annual statement of
                              value/Pages 10-12

Annuity Payment Plans         When annuity payments begin; Different ways to
                              receive annuity payments/Pages 13-14

Table of Settlement Rates     Table showing monthly annuity payment amounts for
                              the various plans/Page 15




<PAGE>

==============================================================
Definitions
==============================================================
The following  words are used often in this  contract.  When we use these words,
this is what we mean:

the annuitant
The person on whose life monthly annuity payments depend.

you, your, owner
The owner of the certificate.  The owner is the same as the annuitant. The owner
is shown in the  application  unless the owner has been  changed as  provided in
this contract.

we, our, us
IDS Life Insurance Company

certificate date
It is the date from which  certificate  anniversaries,  certificate  years,  and
certificate  months  are  determined.   The  certificate  date  is  shown  under
certificate data, in the certificate.

certificate anniversary
The same day and month as the  certificate  date each year that the  certificate
remains in force.

initial guarantee period
The period during which the initial guarantee rate will be credited. It is shown
under certificate data, in the certificate.

initial guarantee rate
The rate of  interest  credited  to the  purchase  payment as  described  in the
accumulation  value  section.  It  is  shown  under  certificate  data,  in  the
certificate.

renewal guarantee period
A renewal guarantee period will begin at the end of each guarantee period. It is
determined in accordance with the terms of the contract.


renewal guarantee rate
The  rate  of  interest  credited  to the  renewal  value  as  described  in the
accumulation value section.

renewal date
The first day of a renewal  guarantee period. It will always be on a certificate
anniversary.

current rate
The applicable  interest rate contained in a schedule of rates established by us
from time to time for various guarantee periods.

accumulation value
The value of the  purchase  payment  plus  interest  credited,  adjusted for any
surrenders.

market adjusted value
The accumulation value adjusted by the market adjusted value formula.

market value adjustment
The market adjusted value minus the accumulation value.

renewal value
The accumulation value at the end of the guarantee period.

cash surrender value
The market  adjusted  value is the cash  surrender  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

written request
A request in writing  signed by the owner and  delivered to us at our  corporate
office.



<PAGE>

settlement
If the settlement date is not the last day of a guarantee period,  settlement is
the application of the market adjusted value of a certificate to provide annuity
payments.  On the last day of a guarantee period,  settlement is the application
of the accumulation value of a certificate to provide annuity payments.

settlement date
The date on which annuity  payments are to begin under a certificate.  This date
may be changed as provided in the contract.

Code
The  Internal  Revenue  Code of  1986,  as  amended,  and all  related  laws and
regulations which are in effect during the term of this contract.

IRA
An Individual Retirement Annuity as described in Section 408(b) of the Code.




<PAGE>

===================================================
The Annuity Contract
===================================================

What is the entire contract?

This Group  Contract,  including  any  endorsements  or  riders,  and the master
application  of the Group  Contractholder  is the entire  contract  between  the
Contractholder and us.

No  one  except  one of  our  corporate  officers  (President,  Vice  President,
Secretary,  or  Assistant  Secretary)  can  change or waive any of our rights or
requirements under the contract.  That person must do so in writing. None of our
agents or other  persons has the  authority to change or waive any of our rights
or requirements under the contract.

Can this contract be modified?

We reserve the right to modify the contract to the extent necessary to qualify a
certificate  issued under this contract as an IRA as described in Section 408(b)
of the Code or in any other applicable section of the Code.

When will the certificate become incontestable?

The certificate is incontestable from its date of issue.


What if benefits are based on incorrect data?

If the amount of benefits  under the  certificate  is determined by data as to a
person's age or sex that is  incorrect,  benefits  will be  recalculated  on the
basis  of the  correct  data.  Any  underpayments  made  by us  will  be made up
immediately.  Any  overpayments  made by us will be  subtracted  from the future
payments under this contract and/or as otherwise legally permissible.

What federal and state laws govern the contract?

This contract is intended to qualify as an annuity  contract for Federal  income
tax purposes. To that end, the provisions of this contract are to be interpreted
to ensure or maintain such tax  qualification,  despite any other  provisions to
the  contrary.  We reserve  the right to amend  this  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 such amendments.

The contract is governed by the law of the state in which it is  delivered.  The
values and benefits of the  certificates are at least equal to those required by
such state.


<PAGE>

===================================================
Contractholder and Owner
===================================================
Who is the Group Contractholder?

The group  contractholder  is listed on the  cover  page of this  contract.  The
contract   provides   for  a   successor   contractholder.   In  the  event  the
contractholder should merge with another corporation,  the new corporation would
be the group contractholder.

What are the rights of the owners of the certificates?

As long as the  annuitant  is  living  and  unless  otherwise  provided  in this
contract,  the owner may exercise all rights and  privileges in this contract or
allowed by us.

How can the ownership be changed on the certificate?

Your right to change ownership of the certificate is restricted. The certificate
may not be sold, assigned, transferred, discounted, or pledged as collateral for
a loan or as security  for the  performance  of an  obligation  or for any other
purpose to any person other than as may be required or permitted  under  Section
408 of the Code or under any other  applicable  section of the Code. The owner's
interest in the certificate may be transferred to a former spouse, if any, under
a divorce decree or a written instrument incident to such divorce.

Any  permitted  transfers  must be on a form  approved by us. The change must be
made while the  annuitant is living.  Once the change is recorded by us, it will
take  effect  subject  to any  action  taken or  payment  made by us before  the
recording.


<PAGE>

==========================================================
Beneficiary and Payments
to Beneficiary
==========================================================
What death benefits are paid if the annuitant or  certificate  owner dies before
settlement?

If the annuitant or owner dies before  settlement while certificate is in force,
we will pay the beneficiary the accumulation value.

The above  amount  will be  payable  in a lump sum upon  receipt of due proof of
death of the annuitant.  The  beneficiary  may elect to receive  payment anytime
within 5 years after the date of death of the annuitant.

Instead  of a lump  sum,  payment  may be made  under an  annuity  payment  plan
provided amounts are calculated in accordance with the Code and:

1.   the beneficiary elects the plan within 60 days after we receive due proof
     of death; and
2.   payments begin no later than:
     a.  one year after the date of death, in the case of a non-spouse
         beneficiary; or
     b.  the date on which the annuitant would have attained age 70 1/2, in the
         case of a spouse beneficiary; and
3.   the plan provides equal or substantially equal payments over a period which
     does not exceed the life of the beneficiary or the life expectancy of the
     beneficiary.

In this event,  the  references  to  "annuitant"  in the annuity  payment  plans
section will apply to the beneficiary.

To whom are the death benefits payable?

Benefits  will  be paid  equally  to all  primary  beneficiaries  surviving  the
annuitant.  If none  survive,  proceeds  will be paid equally to all  contingent
beneficiaries surviving the annuitant. If no beneficiary survives the annuitant,
we will pay the  benefits  to the owner,  if living,  otherwise  to the  owner's
estate.

Who is the beneficiary?

Beneficiaries  are those you name, in a form  satisfactory to us, to receive the
benefits of this contract if the owner or annuitant  dies while this contract is
in force.  The owner may  change  the  beneficiary  as  provided  below.  If the
beneficiary  has been changed,  we will pay any benefits in accordance  with the
owner's last change of beneficiary request.

How does the owner change the beneficiary?

The owner may change the  beneficiary  any time while the annuitant is living by
satisfactory  written  request to us. Once the change is recorded by us, it will
take effect as of the date of the owner's  request,  subject to any action taken
or payment made by us before the recording.

What is the spouse's option to continue the certificate?

If the owner's death occurs prior to the settlement date, the owner's spouse, if
designated as sole  beneficiary,  may elect in writing to forego  receipt of the
death benefit and instead  continue the  certificate in force as its owner.  The
election by the spouse must be made within 60 days after we receive due proof of
death.

What if the annuitant dies after settlement?

If the annuitant dies after settlement,  the amount payable,  if any, will be as
provided in the annuity payment plan then in effect.

==========================================================
Purchase Payment
==========================================================

What is the purchase payment for a certificate?

The purchase  payment for a certificate is shown under  certificate  data on the
certificate.  It is payable to us on or before we deliver  the  certificate.  It
must be paid or mailed to us at our corporate office or to an authorized agent.

Except as  otherwise  provided  in this  paragraph,  a purchase  payment is that
amount  which is a  qualified  transfer  contribution  from  another  individual
retirement  account or individual  retirement  annuity,  or a qualified rollover
contribution described in Sections 402(c), 403(a)(4),  403(b)(8) or 408(d)(3) of
the Code. If the  certificate  is  maintained  in  connection  with a Simplified
Employee  Pension Plan or a SIMPLE Savings Plan, an employer's  purchase payment
may not exceed the applicable  contribution  limits  described in Section 408(k)
and  408(p) of the Code.  In  addition,  if the  certificate  is  maintained  in
connection  with a Simple Savings Plan, no purchase  payment may be made to this
contract   other  than  an   employer   contribution   described   in   Sections
408(p)(2)(A)(i)  and (ii) of the Code, or a rollover  contribution  described in
Section 408(d)(3)(G) of the Code.

All purchase payments must be made in cash.



<PAGE>

==========================================================
Accumulation Value,
Cash Surrender Value,
Market Adjusted Value
==========================================================

How is the accumulation value determined?

On the  certificate  date  the  accumulation  value  of the  certificate  is the
purchase payment.  Thereafter interest accrues from day to day for the guarantee
periods  initially at the rate shown under  certificate  data in the certificate
and later at the renewal  rate(s).  These rates  represent an  effective  annual
yield.  At no time while the  certificate is in force shall interest accrue at a
rate less than 3% compounded  annually.  The accumulation value will be adjusted
for any amounts surrendered.

Are there premium tax charges?

We  reserve  the right to deduct an amount  from the  accumulation  value of the
certificate  at the time  that  any  applicable  premium  taxes  not  previously
deducted are payable.

If a tax is payable  at the time of the  purchase  payment  and we choose to not
deduct it at that  time,  we further  reserve  the right to deduct it at a later
date.

How are renewal guarantee periods determined?

At the end of any guarantee  period a renewal  guarantee  period will begin.  We
will notify the owner in writing 45 days before the  renewal  guarantee  period.
Each  renewal  guarantee  period  will be one year  unless  the  owner  elects a
different  length from those  offered at the time.  We must  receive the owner's
written request at least 15 days before the renewal date. The renewal  guarantee
period may never extend beyond the settlement date.

The  accumulation  value on the renewal  date will be equal to the  accumulation
value at the end of the  guarantee  period  just  ending.  This  value will earn
interest at the renewal  guarantee  rate. Upon written request within 45 days of
the renewal  guarantee period, we will notify the owner of the renewal guarantee
rate then in effect for  certificates  renewing at that time. The actual renewal
guarantee rate will be determined on the renewal date.

What is the market adjusted value and how is it determined?

The market adjusted value is the  accumulation  value on any date before the end
of the current  guarantee period adjusted by a formula.  The formula  adjustment
reflects the relationship between:

1.   the interest rate we are then crediting for new certificate sales and
     renewals (Form 33116) for the time remaining in the certificate's current
     guarantee period; and

2.   the guaranteed interest rate applicable to the certificate's current
     guarantee period.

The market adjusted value may be more or less than the accumulation value.

The market adjusted value formula is as follows:

   market adjusted value     =       renewal value
                                -----------------------
                                                (N + t)
                                (1 + ic + .0025)

   where:  renewal value     =  the accumulation value at the end of the owner's
                                current guarantee period.


<PAGE>
      N                         = the number of  complete  certificate  years to
                                the end of the owner's guarantee period.

        t                       = the fraction of the certificate year remaining
                                to the end of the owner's  certificate year (for
                                example,  if  180  days  remain  in  a  365  day
                                certificate year, t would be .493)

        ic                   =  the current rate offered for new certificate
                                sales and renewals (Form 33116) for the number
                                of years left in the owner's guarantee period
                                (straight line interpolation between whole year
                                rates). If N is zero, ic is the rate for one
                                year guarantee periods.

The market value adjustment is as follows:

market value adjustment       =
  market adjusted value - accumulation value

There will be no market  value  adjustment  made on the last day of a  guarantee
period.

Can the owner  request  surrender of any amounts  under the  certificate  before
settlement?

Yes.  By written request to us and subject to the rules below the owner may:

1.  surrender the certificate for the total cash surrender value;

2.  partially surrender the certificate for a part of the cash surrender value.

How is the cash surrender value determined?

The cash  surrender  value is the market  adjusted  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

What are the rules for a surrender or partial surrender?

The amount  surrendered  and any  applicable  market  value  adjustment  will be
deducted  from  the  accumulation  value  of  the  certificate  on the  date  of
surrender. The owner may surrender all or a portion of the cash surrender value.
However,  the accumulation  value that remains after a partial surrender must be
at least $2,000. Any partial surrender must be at least $250.

The surrender  payment will normally be mailed to the owner within seven days of
the receipt of the owner's written request.

Upon  surrender  of the  certificate  for the total cash  surrender  value,  the
certificate will terminate. We may require that the owner return the certificate
to our corporate office before we pay the total cash surrender value.

Can we delay or suspend payment of a partial or full surrender?

We may defer payment of any partial or full surrender for a period not to exceed
6 months from the date we receive the  owner's  surrender  request or the period
permitted  by state  insurance  law, if less.  If we defer  payment more than 30
days, we will pay annual interest of at least 3% on the amount deferred.

<PAGE>

Will the owner receive information about the certificate values?

Yes.  At least once a year we will send the owner a statement  showing  both the
accumulation  value  and  the  cash  surrender  value  of the  certificate.  The
statement  will specify the market value  adjustment  used to determine the cash
surrender  value.  This statement will be based on any laws or regulations  that
apply.


We will also  notify  the owner 45 days  before  the end of a  guarantee  period
concerning  renewal periods available and the owner's right to surrender without
a market value adjustment on the last day of the guarantee period.



<PAGE>

=========================================================
Annuity Payment Plans
=========================================================

When will annuity payments begin?

The first payment will be made as of the settlement date.  Before payments begin
we will require  satisfactory  proof that the  annuitant  is alive.  We may also
require that the owner  exchange the  certificate  for a  supplemental  contract
which provides the annuity payments.

Can the owner change the settlement date?

Yes. The owner must tell us the new date by written request. However, it must be
at least 30 days after we receive your written request at our corporate office.

The settlement date cannot be later than the later of:
1.  the April 1 following the calendar year in which the annuitant attains age
    70 1/2; or
2.  such other  date,  provided  the Code  allows the  annuitant  to satisfy the
    minimum  distribution  requirements  of Section  408(b)(3)  of the Code with
    respect to the  certificate  through a means other than  settlement  of this
    contract,  including the ability to satisfy such  distribution  requirements
    from other  individual  retirement  accounts  and/or  individual  retirement
    annuities that you may own.
Notwithstanding either of the above, the settlement date cannot be later than
the later of:

1.  the certificate anniversary nearest the annuitant's 85th birthday; or
2.  the 10th certificate anniversary.

What are the annuity payment plans?

There are different ways to receive annuity payments. We call these plans.

Plan  A - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant. No payments will be made after the annuitant dies.

Plan  B - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant  with a guarantee by us that  payments will be made for a period of at
least five, ten or fifteen years. The owner must select the guaranteed period.

Plan  C - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant with a guarantee by us that payments will be made for a certain number
of months.  We determine  the number of months by dividing  the market  adjusted
value applied under this plan by the amount of the monthly annuity payment.

Plan D - We call this a joint and survivor life annuity.  Monthly  payments will
be paid for the lifetime of the  annuitant  and a designated  beneficiary.  When
either the  annuitant or  designated  beneficiary  dies we will continue to make
monthly  payments for the  lifetime of the  survivor.  No payments  will be paid
after the death of both the annuitant and designated beneficiary.

Plan E - This  provides  monthly fixed dollar  annuity  payments for a period of
years. The period of years may be no less than 10 nor more than 30.

What are the requirements for selecting a plan?

By written request to us at least 30 days before the settlement date, the owner
may elect to have the accumulation value applied on the settlement date to
provide:

1.  a lump-sum payment as a result of a total surrender as provided under the
    cash surrender value provision of the certificate; or
2.  one of the annuity payment plans shown herein. Amounts payable under any
    such annuity payment plan will be calculated

<PAGE>

    in accordance with the Code. Any such annuity payment plan must be provided:
     a.   in equal or substantially equal payments over a period no longer than
          the life of the annuitant or over the joint lives of the annuitant and
          the designated beneficiary; or
     b.   in equal or substantially equal payments over a period which does not
          exceed the life expectancy of the annuitant, or the joint life
          expectancies of the annuitant and the designated beneficiary.
     c.   in the case of a non-spouse beneficiary, payments must be such that at
          least 50% of the present value of the certificate is expected to be
          distributed within the life expectancy of the annuitant.

If, at least 30 days before the  settlement  date,  we have not  received at our
corporate office the annuitant's  written request to select a plan, we will make
payments  according  to Plan B with  payments  guaranteed  for 10 years,  unless
otherwise required by the Code.

If the amount to be applied to a plan is not at least $2,000, or if payments are
to be made to other than a natural person,  we have the right to make a lump-sum
payment of the cash surrender value.

How will payments be made?

Payments will be made by us by check.  The check must be personally  endorsed by
the payee or payees as well as the annuitant (or  designated  beneficiary  under
Plan D). If the annuitant or designated  beneficiary does not endorse the check,
other  evidence  must be  furnished  to show that the  annuitant  or  designated
beneficiary is still alive.


<PAGE>
==========================================================
Table of Settlement Rates
==========================================================

What will be the amount of the monthly annuity payments?

If the settlement date is the last day of a guarantee period, the amount applied
to provide a payment  will be the  accumulation  value on that date.  The market
adjusted  value  is  applied  if the  settlement  date is not the  last day of a
guarantee  period.  The  amount  applied  to  provide  a  payment  will  be  the
accumulation  value on the settlement  date. The amount of each monthly  annuity
payment for each  $1,000  applied  under any  payment  plan will be based on our
Table of  Settlement  Rates in  effect  at the time of the  first  payment.  The
amounts will not be less than those shown in the table below.

The amount of such  payments  under plans A, B, and C will depend on the sex and
the adjusted age of the  annuitant on the  settlement  date.  The amount of such
payments  under  plan D will  depend  on the  sex and  the  adjusted  age of the
annuitant and the designated beneficiary on the settlement date.

Adjusted  age  means  the  age on the  annuitant's  nearest  birthday  minus  an
"adjustment"  based  on the  calendar  year of the  birth  of the  annuitant  as
follows:

Calendar                     Calendar
Year of                      Year of
Annuitant's         Adjust-  Annuitant's         Adjust-
Birth                ment    Birth                ment
- -----                ----    -----                ----
Prior to 1920         0      1945 through 1949     6
1920 through 1924     1      1950 through 1959     7
1925 through 1929     2      1960 through 1969     8
1930 through 1934     3      1970 through 1979     9
1935 through 1939     4      1980 through 1989     10
1940 through 1944     5      After 1989            11
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
Amount of Each Monthly Annuity Payment Per $1,000 Applied
- --------------------------------------------------------------------------------------------------------------------------
       Plan A                    Plan B                     Plan C          Plan D - Joint and Survivor
                                                                            Adjusted Age of Female Designated Beneficiary
- --------------------------------------------------------------------------------------------------------------------------
       Life         5 Years      10 Years      15 Years     With        Adj.
Adj.   Income       Certain      Certain       Certain      Refund      Male  10 Years 5 Years  Same    5 Years 10 Years
Age*   M     F      M     F      M     F       M    F       M    F      Age*  Younger  Younger  Age     Older   Older
- --------------------------------------------------------------------------------------------------------------------------
<S>  <C>    <C>   <C>    <C>     <C>  <C>     <C>  <C>    <C>    <C>     <C>    <C>      <C>    <C>      <C>     <C>
55   4.70   4.25  4.68   4.25    4.62 4.22    4.53 4.18   4.42   4.10    55     3.51     3.69   3.88     4.06    4.23
60   5.28   4.72  5.25   4.70    5.14 4.66    4.96 4.57   4.86   4.48    60     3.76     3.99   4.24     4.49    4.72
65   6.10   5.35  6.03   5.32    5.81 5.22    5.46 5.05   5.43   4.97    65     4.07     4.38   4.72     5.07    5.39
66   6.29   5.51  6.21   5.47    5.96 5.36    5.56 5.16   5.56   5.08    66     4.15     4.48   4.84     5.21    5.55
67   6.50   5.67  6.41   5.63    6.11 5.50    5.66 5.26   5.70   5.20    67     4.23     4.58   4.97     5.36    5.73
68   6.73   5.85  6.62   5.80    6.28 5.65    5.76 5.37   5.85   5.33    68     4.31     4.69   5.10     5.53    5.92
69   6.97   6.04  6.84   5.98    6.44 5.80    5.86 5.49   6.00   5.47    69     4.40     4.80   5.25     5.70    6.12
70   7.23   6.25  7.07   6.18    6.61 5.96    5.96 5.60   6.16   5.61    70     4.50     4.93   5.40     5.89    6.34
71   7.51   6.47  7.32   6.39    6.78 6.14    6.05 5.71   6.33   5.76    71     4.60     5.06   5.57     6.10    6.57
72   7.80   6.71  7.58   6.62    6.96 6.31    6.14 5.83   6.51   5.93    72     4.71     5.20   5.75     6.31    6.82
73   8.12   6.97  7.85   6.86    7.14 6.50    6.23 5.94   6.70   6.10    73     4.83     5.35   5.94     6.55    7.09
74   8.45   7.26  8.14   7.12    7.32 6.69    6.31 6.04   6.90   6.28    74     4.95     5.51   6.15     6.80    7.37
75   8.82   7.56  8.44   7.39    7.49 6.89    6.38 6.14   7.11   6.48    75     5.08     5.68   6.37     7.07    7.68
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S>  <C>    <C>   <C>    <C>     <C>  <C>     <C>  <C>    <C>    <C>     <C>    <C>      <C>    <C>      <C>     <C> 
76   9.21   7.90  8.76   7.69    7.67 7.09    6.48 6.24   7.33   6.68    76     5.22     5.87   6.61     7.36    8.01
77   9.62   8.26  9.09   8.01    7.84 7.29    6.51 6.33   7.56   6.90    77     5.37     6.07   6.87     7.67    8.36
78  10.07   8.65  9.44   8.34    8.01 7.49    6.57 6.41   7.80   7.13    78     5.54     6.29   7.15     8.01    8.74
79  10.55   9.07  9.80   8.69    8.17 7.69    6.62 6.48   8.05   7.38    79     5.71     6.52   7.45     8.37    9.14
80  11.06   9.53 10.17   9.07    8.33 7.89    6.66 6.55   8.32   7.64    80     5.90     6.78   7.77     8.76    9.57
81  11.61  10.03 10.55   9.46    8.48 8.08    6.70 6.61   8.60   7.91    81     6.10     7.05   8.12     9.17   10.02
82  12.19  10.57 10.94   9.87    8.61 8.26    6.73 6.66   8.89   8.21    82     6.32     7.34   8.49     9.61   10.51
83  12.81  11.16 11.33  10.30    8.74 8.43    6.76 6.70   9.20   8.51    83     6.55     7.65   8.90    10.08   11.02
84  13.46  11.79 11.72  10.74    8.86 8.59    6.79 6.74   9.52   8.83    84     6.80     7.99   9.33    10.58   11.56
85  14.16  12.48 12.12  11.19    8.97 8.74    6.81 6.77   9.85   9.18    85     7.07     8.36   9.78    11.11   12.13
90  18.25  16.68 14.04  13.42    9.36 9.26    6.86 6.85  11.81  11.11    90     8.79    10.65  12.57    14.22   15.63
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Adjusted age of annuitant.            M = Male      F = Female

- --------------------------------------------------------------------------------
The table above is based on the "1983  Individual  Annuitant  Mortality Table A"
assuming an interest rate of 3% per year compounded  annually.  Settlement rates
for  any  age,  or any  combination  of age and sex  not  shown  above,  will be
calculated on the same basis as those rates shown in the table above. Such rates
will be furnished by us upon request. Amounts shown in the Table below are based
on an assumed interest rate of 3% per year compounded annually.

- --------------------------------------------------------------------------------
Plan E Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000
       Applied
- --------------------------------------------------------------------------------
 Years       Monthly        Years          Monthly         Years         Monthly
 Payable     Payment        Payable        Payment         Payable       Payment
 -------     -------        -------        -------         -------       -------
   10          $9.61          17            $6.23            24            $4.84
   11           8.86          18             5.96            25             4.71
   12           8.24          19             5.73            26             4.59
   13           7.71          20             5.51            27             4.47
   14           7.26          21             5.32            28             4.37
   15           6.87          22             5.15            29             4.27
   16           6.53          23             4.99            30             4.18
- --------------------------------------------------------------------------------


<PAGE>

=============================================================
Group IRA
Annuity Contract
=============================================================

o    Purchase payment is payable in a single sum.

o    Annuity payments to begin on the settlement date.

o    The certificate is nonparticipating.  Dividends are not payable.

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440



<PAGE>

==========================================================
Group IRA
Annuity Certificate
==========================================================

- - Purchase payment is payable in a single sum.
- - Annuity payments to begin on the settlement date.
- - This contract is nonparticipating. Dividends are not payable.

This annuity certificate summarizes the provisions of the Group Annuity Contract
specified on the enrollment application.  It does not amend or modify any of the
provisions  of the Group  Contract.  All rights,  privileges  and  benefits  are
governed by the  provisions  of the Group  Contract.  The Group  Contract may be
inspected by the certificate owner or annuitant at the  Contractholder's  office
during office hours.

If the  annuitant  is living on the  Settlement  Date,  we will begin to pay you
monthly  annuity  payments.  Any payments made by us are subject to the Terms of
the Group contract.

We issue this certificate in consideration of your enrollment  application,  and
payment of the single purchase payment.

THIS GROUP ANNUITY CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA WHICH MAY
RESULT IN BOTH  UPWARD AND  DOWNWARD  ADJUSTMENTS  IN CASH  SURRENDER  BENEFITS.
Surrenders are available without market value adjustment on the last day of each
certificate guarantee period.

NOTICE OF YOUR RIGHT TO EXAMINE  THIS  CERTIFICATE  FOR SEVEN  DAYS.  If for any
reason you are not satisfied with this certificate, return it to us or our agent
within seven days after you receive it. We will then cancel this certificate and
refund all  purchase  payments  you have  made.  This  certificate  will then be
considered void from the start.

Signed for and issued by IDS Life Insurance Company, Minneapolis,  Minnesota, as
of the certificate date shown below.

President:
[GRAPHIC OMITTED]
Richard W. Kling

Secretary:
[GRAPHIC OMITTED]
William A. Stoltzmann

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

ANNUITANT:                                           John Doe
CERTIFICATE NUMBER:                                  XXX-XXXXXX
CERTIFICATE DATE:                                    March 18, 1991
CERTIFICATE SETTLEMENT DATE:                         March 18, 2021

33116

<PAGE>

==========================================================
Guide to Certificate Provisions
==========================================================


Definitions                  Important words and meanings/Page 3

The Annuity Contract         Entire contract; Modification;
                             Incontestability; Benefits
                             based on incorrect data/Page 4

Owner                        Owner's rights; Change of ownership/Page 4

Beneficiary and Payments     Who is the beneficiary; Change of
to Beneficiary               beneficiary; Payments to
                             beneficiary/Page 5

Purchase Payment             Payment of the purchase payment/Page 6

Accumulation  Value,         How the accumulation  value is determined;  
Cash Surrender Value, and    Surrender of the certificate for the cash surrender
Market Adjusted Value value; How the market adjusted value is determined;
                             Annual statement of value/Pages 7-8

Annuity Payment Plans        When annuity payments begin; Different ways to
                             receive annuity payments/Page 9

Table of Settlement Rates    Table showing  monthly annuity
                             payment amounts for the various plans/Page 10


<PAGE>

                              CERTIFICATE DATA


GROUP CONTRACTHOLDER:   ABC Corporation                   GROUP
                        as Trustee of the                 CONTRACT
                        Market Value Annuity Group Trust  NUMBER: 33113-GP1

GROUP ANNUITY CERTIFICATE OWNER:    John Doe

PURCHASE PAYMENT:                   $100,000.00

INITIAL GUARANTEE RATE:             8.00%

INITIAL GUARANTEE PERIOD:           5 Years

SURRENDER CHARGE:                   There are no surrender charges.

MARKET VALUE ADJUSTMENT:            Applied at any time other than the last day
                                    of a Guarantee Period or for death benefits.

ACCUMULATION VALUE AT END OF INITIAL GUARANTEE PERIOD:   $146,932.81

ANNUITANT:                                        John Doe
CERTIFICATE NUMBER:                               XXX-XXXXXX
CERTIFICATE DATE:                                 March 18, 1991
CERTIFICATE SETTLEMENT DATE:                      March 18, 2021




<PAGE>


This page intentionally left blank




<PAGE>

==========================================================
Definitions
==========================================================
The following words are used often in this certificate. When we use these words,
this is what we mean:

the annuitant
The person on whose life monthly annuity payments depend.

you, your, owner
The owner of this certificate. The owner is the same as the annuitant. The owner
is shown in the  application  unless the owner has been  changed as  provided in
this certificate.

we, our, us
IDS Life Insurance Company

certificate date
It is the date from which  certificate  anniversaries,  certificate  years,  and
certificate  months  are  determined.  Your  certificate  date  is  shown  under
certificate data, in the certificate.

certificate anniversary
The same day and month as the  certificate  date each year that the  certificate
remains in force.

initial guarantee period
The period during which the initial guarantee rate will be credited. It is shown
under certificate data, in the certificate.

initial guarantee rate
The rate of  interest  credited  to the  purchase  payment as  described  in the
accumulation  value  section.  It  is  shown  under  certificate  data,  in  the
certificate.

renewal guarantee period
A renewal guarantee period will begin at the end of each guarantee period. It is
determined in accordance with the terms of the certificate.

renewal guarantee rate
The  rate  of  interest  credited  to the  renewal  value  as  described  in the
accumulation value section.

renewal date
The first day of a renewal  guarantee period. It will always be on a certificate
anniversary.

current rate
The applicable  interest rate contained in a schedule of rates established by us
from time to time for various guarantee periods.

accumulation value
The value of the  purchase  payment  plus  interest  credited,  adjusted for any
surrenders.

market adjusted value
The accumulation value adjusted by the market adjusted value formula.

market value adjustment
The market adjusted value minus the accumulation value.

renewal value
The accumulation value at the end of the guarantee period.

cash surrender value
The market  adjusted  value is the cash  surrender  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

written request
A request in writing signed by you and delivered to us at our corporate office.

settlement
If the settlement date is not the last day of a guarantee period,  settlement is
the application of the market adjusted value of a certificate to provide annuity
payments.  On the last day of a guarantee period,  settlement is the application
of the accumulation value of a certificate to provide annuity payments.

settlement date
The date on which annuity  payments are to begin under a certificate.  This date
may be changed as provided in the certificate.

Code
The  Internal  Revenue  Code of  1986,  as  amended,  and all  related  laws and
regulations which are in effect during the term of this certificate.

IRA
An Individual Retirement Annuity as described in Section 408(b) of the Code.


<PAGE>

==========================================================
The Annuity Contract
==========================================================

What is the entire contract?

The Group Contract, including any endorsements or riders, and the application of
the Group  Contractholder is the entire contract between the  Contractholder and
us.

No  one  except  one of  our  corporate  officers  (President,  Vice  President,
Secretary,  or  Assistant  Secretary)  can  change or waive any of our rights or
requirements under the contract.  That person must do so in writing. None of our
agents or other  persons has the  authority to change or waive any of our rights
or requirements under the contract.

Can the contract be modified?

We reserve the right to modify the contract to the extent necessary to qualify a
certificate  issued under the contract as an IRA as described in Section  408(b)
of the Code or in any other applicable section of the Code.

When will the certificate become incontestable?

This certificate is incontestable from its date of issue.

What if benefits are based on incorrect data?

If the amount of benefits is determined by data as to a person's age or sex that
is incorrect,  benefits will be  recalculated  on the basis of the correct data.
Any underpayments made by us will be made up immediately.  Any overpayments made
by us will be subtracted  from the future payments under this contract and/or as
otherwise legally permissible.

What federal and state laws govern the contract?

This contract is intended to qualify as an annuity  contract for Federal  income
tax purposes. To that end, the provisions of this contract are to be interpreted
to ensure or maintain such tax  qualification,  despite any other  provisions to
the  contrary.  We reserve  the right to amend  this  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 such amendments.

The contract is governed by the law of the state in which it is  delivered.  The
values and benefits of this  certificate  is at least equal to those required by
such state.

==========================================================
Owner
==========================================================

What are your rights as owner of this certificate?

As  long as the  annuitant  is  living  and  unless  otherwise  provided  in the
contract,  you may exercise all rights and privileges in the contract or allowed
by us. Your entire interest as owner is non-forfeitable.

Can you change the ownership of this certificate?

Your  right  to  change  ownership  of  this  certificate  is  restricted.  This
certificate may not be sold, assigned,  transferred,  discounted,  or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose to any person other than as may be required or permitted under
Section 408 of the Code or under any other applicable  section of the Code. Your
interest in this  contract may be  transferred  to your former  spouse,  if any,
under a divorce decree or a written instrument incident to such divorce.

Any  permitted  transfers  must be on a form  approved by us. The change must be
made while the  annuitant is living.  Once the change is recorded by us, it will
take  effect  subject  to any  action  taken or  payment  made by us before  the
recording


<PAGE>

==========================================================
Beneficiary and Payments
to Beneficiary
==========================================================

What death benefits are paid if the annuitant or owner dies before settlement?

If the annuitant or owner dies before  settlement  while this  certificate is in
force, we will pay the beneficiary the accumulation value.

The above  amount  will be  payable  in a lump sum upon  receipt of due proof of
death of the annuitant.  The  beneficiary  may elect to receive payment any time
within 5 years after the date of death of the annuitant.  Instead of a lump sum,
payment  may be  made  under  an  annuity  payment  plan  provided  amounts  are
calculated in accordance with the Code and:

1.   the  beneficiary  elects the plan within 60 days after we receive due proof
     of death; and

2.  payments begin no later than:

     a.   one  year  after  the  date of  death,  in the  case  of a  non-spouse
          beneficiary; or

     b.   the date on which the  annuitant  would  have  attained  age 70 1/2 if
          later  than one year  after  the  date of  death,  in case of a spouse
          beneficiary; and

3.   the plan provides equal or substantially equal payments over a period which
     does not exceed the life of the  beneficiary or the life  expectancy of the
     beneficiary.

In this event, the reference to "annuitant" in the annuity payment plans section
will apply to the beneficiary.

To whom are the death benefits payable?

Benefits  will  be paid  equally  to all  primary  beneficiaries  surviving  the
annuitant.  If none  survive,  proceeds  will be paid equally to all  contingent
beneficiaries surviving the annuitant. If no beneficiary survives the annuitant,
we will pay the benefits to you, if living, otherwise to your estate.

Who is the beneficiary?

Beneficiaries  are those you name, in a form  satisfactory to us, to receive the
benefits of this contract if the owner or annuitant  dies while this contract is
in force.  The owner may  change  the  beneficiary  as  provided  below.  If the
beneficiary  has been changed,  we will pay any benefits in accordance with your
last change of beneficiary request.

How do you change the beneficiary?

You may  change  the  beneficiary  any time  while  the  annuitant  is living by
satisfactory  written  request to us. Once the change is recorded by us, it will
take  effect as of the date of your  request,  subject  to any  action  taken or
payment made by us before the recording.

What is the spouse's option to continue this certificate?

If the  annuitant's  death occurs before the settlement  date,  the  annuitant's
spouse,  if  designated  as sole  beneficiary,  may elect in  writing  to forego
receipt of the death benefit and instead  continue this  certificate in force as
its owner and annuitant.  The election by the spouse must be made within 60 days
after we receive due proof of death. In this event,  the settlement date may not
be later  than the April 1  following  the  calendar  year in which  the  spouse
attains age 70 1/2.

What if the annuitant dies after settlement?

If the annuitant dies after settlement,  the amount payable,  if any, will be as
provided in the annuity payment plan then in effect.


<PAGE>

==========================================================
Purchase Payment
==========================================================

What is the purchase payment for this certificate?

The purchase payment for this certificate is shown under certificate data. It is
payable to us on or before the date we deliver this certificate. It must be paid
or mailed to us at our corporate office or to an authorized agent.

Except as  otherwise  provided  in this  paragraph,  a purchase  payment is that
amount  which is a  qualified  transfer  contribution  from  another  individual
retirement  account or individual  retirement  annuity,  or a qualified rollover
contribution described in Sections 402(c), 403(a)(4),  403(b)(8) or 408(d)(3) of
the Code. If this  certificate  is  maintained  in connection  with a Simplified
Employee  Pension Plan or a SIMPLE Savings Plan, an employer's  purchase payment
may not exceed the applicable  contribution  limits  described in Section 408(k)
and  408(p)  of the  Code.  In  addition,  if this  contract  is  maintained  in
connection  with a Simple Savings Plan, no purchase  payment may be made to this
contract   other  than  an   employer   contribution   described   in   Sections
408(p)(2)(A)(i)  and (ii) of the Code, or a rollover  contribution  described in
Section 408(d)(3)(G) of the Code.

All purchase payments must be made in cash.


<PAGE>

==========================================================
Accumulation Value,
Cash Surrender Value,
Market Adjusted Value
==========================================================

How is the accumulation value determined?

On the  certificate  date  the  accumulation  value of this  certificate  is the
purchase payment.  Thereafter interest accrues from day to day for the guarantee
period  at the rate  shown  under  certificate  data.  This rate  represents  an
effective  annual  yield.  At no time while the  certificate  is in force  shall
interest  accrue at a rate less than 3% compounded  annually.  The  accumulation
value will be adjusted for any amounts surrendered.

Are there premium tax charges?

We reserve  the right to deduct an amount  from the  accumulation  value of this
certificate  at the time  that  any  applicable  premium  taxes  not  previously
deducted are payable.

If a tax is payable at the time of your  purchase  payment  and we choose to not
deduct it at that  time,  we further  reserve  the right to deduct it at a later
date.

How are renewal guarantee periods determined?

At the end of any guarantee  period,  a renewal  guarantee period will begin. We
will  notify you in writing 45 days before the renewal  guarantee  period.  Each
renewal  guarantee  period will be one year unless you elect a different  length
from those offered at the time. We must receive your written request at least 15
days before the renewal  date.  The renewal  guarantee  period may never  extend
beyond the settlement date.

The  accumulation  value on the renewal  date will be equal to the  accumulation
value at the end of the  guarantee  period  just  ending.  This  value will earn
interest at the renewal guarantee rate. Upon written request,  within 45 days of
the renewal  guarantee  period, we will notify you of the renewal guarantee rate
then in effect  for  certificates  renewing  at that time.  The  actual  renewal
guarantee rate will be determined on the renewal date.

What is the market adjusted value and how is it determined?

The market adjusted value is the  accumulation  value on any date before the end
of the current  guarantee period adjusted by a formula.  The formula  adjustment
reflects the relationship between:

1.   the  interest  rate we are then  crediting  for new  certificate  sales and
     renewals (Form 33116) for the time remaining in your certificate's  current
     guarantee period; and

2.   the  guaranteed  interest  rate  applicable to your  certificate's  current
     guarantee period.

The market adjusted value may be more or less than the accumulation value.

The market adjusted value formula is as follows:

market adjusted value      =         renewal value
                              -----------------------
                                              (N + t)
                              (1 + ic + .0025)

where:  renewal value      =  the accumulation value at the end of your current
                              guarantee period.

             N                = the number of complete  certificate years to the
                              end of your guarantee period.

             t                = the fraction of the  certificate  year remaining
                              to the end of your  certificate year (for example,
                              if 180 days remain in a 365 day certificate  year,
                              t would be .493)

             ic            =  the current rate offered for new certificate
                              sales and renewals (Form 33116) for the number of
                              years left in your guarantee period (straight line
                              interpolation between whole year rates). If N is
                              zero, ic is the rate for one year guarantee
                              periods.


<PAGE>

The market value adjustment is as follows:

market value adjustment =
    market adjusted value - accumulation value

There will be no market  value  adjustment  made on the last day of a  guarantee
period.

Can  you  request  surrender  of  any  amounts  under  this  certificate  before
settlement?

Yes. By written request to us and subject to the rules below you may:

1.  surrender this certificate for the total cash surrender value;

2.  partially surrender this certificate for a part of the cash surrender value.

How is the cash surrender value determined?

The cash  surrender  value is the market  adjusted  value.  On the last day of a
guarantee period, the cash surrender value is the accumulation value.

What are the rules for a surrender or partial surrender?

The amount  surrendered  and any  applicable  market  value  adjustment  will be
deducted  from  the  accumulation  value  of  the  certificate  on the  date  of
surrender.  You may  surrender  all or a portion  of the cash  surrender  value.
However,  the accumulation  value that remains after a partial surrender must be
at least $2,000. Any partial surrender must be at least $250.

The  surrender  payment will  normally be mailed to you within seven days of the
receipt of your written request.

Upon  surrender of this  certificate  for the total cash surrender  value,  this
certificate  will terminate.  We may require that you return this certificate to
our corporate office before we pay the total cash surrender value.

Can we delay or suspend payment of a partial or full surrender?

We may defer payment of any partial or full surrender for a period not to exceed
6 months from the date we receive your surrender request or the period permitted
by state  insurance law, if less. If we defer payment more than 30 days, we will
pay annual interest of at least 3% on the amount deferred.

Will you receive information about your certificate values?

Yes.  Separate  records are maintained for the interest of each IRA participant.
At least once a year we will send you a statement  showing both the accumulation
value and the cash  surrender  value of this  certificate.  The  statement  will
specify the market value  adjustment used to determine the cash surrender value.
This statement will be based on any laws or regulations that apply.

We will also notify you 45 days before the end of a guarantee period  concerning
renewal  periods  available  and your right to surrender  without a market value
adjustment on the last day of your guarantee period.


<PAGE>

==========================================================
Annuity Payment Plans
==========================================================

When will annuity payments begin?

The first payment will be made as of the settlement date. Before payments begin,
we will require  satisfactory  proof that the  annuitant  is alive.  We may also
require that you exchange this  certificate  for a  supplemental  contract which
provides the annuity payments.

Can you change the settlement date?

Yes. Tell us the new date by written request.  If you select a new date, it must
be at least 30 days  after we receive  your  written  request  at our  corporate
office.The settlement date cannot be later than the later of:

1.   the April 1 following the calendar year in which the annuitant  attains age
     70 1/2; or

2.   such other  date,  provided  the Code  allows you to  satisfy  the  minimum
     distribution  requirements of Section 408(b)(3) of the Code with respect to
     this certificate through a means other than settlement of this certificate,
     including the ability to satisfy such distribution  requirements from other
     individual  retirement accounts and/or individual retirement annuities that
     you may own.

Notwithstanding  either of the above,  the settlement  date cannot be later than
the later of:

1.  the certificate anniversary nearest the annuitant's 85th birthday; or

2.  the 10th certificate anniversary.

What are the annuity payment plans?

There are different ways to receive annuity payments. We call these plans.

Plan  A - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant. No payments will be made after the annuitant dies.

Plan  B - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant  with a guarantee by us that  payments will be made for a period of at
least five, ten, or fifteen years. You must select the guaranteed period.

Plan  C - This  provides  monthly  annuity  payments  for  the  lifetime  of the
annuitant with a guarantee by us that payments will be made for a certain number
of months.  We determine  the number of months by dividing  the market  adjusted
value applied under this plan by the amount of the monthly annuity payment.

Plan D - We call this a joint and survivor life annuity.  Monthly  payments will
be paid for the lifetime of the  annuitant  and a designated  beneficiary.  When
either the  annuitant or designated  beneficiary  dies, we will continue to make
monthly  payments for the  lifetime of the  survivor.  No payments  will be paid
after the death of both the annuitant and designated beneficiary.

Plan E - This  provides  monthly fixed dollar  annuity  payments for a period of
years. The period of years may be no less than 10 nor more than 30.

What are the requirements for selecting a plan?

You may elect by  written  notice to us at any time at least 30 days  before the
settlement date to have the market adjusted value applied on the settlement date
to provide:

1.   a lump sum payment as a result of a total  surrender as provided  under the
     cash surrender value provision of this certificate; or

2.   one of the annuity  payment plans shown herein.  Amounts  payable under any
     such annuity  payment plan will be calculated in accordance  with the Code.
     Any such annuity payment plan must be provided:

     a.   in equal or substantially  equal payments over a period no longer than
          the life of the  annuitant or over the life of the  annuitant  and the
          designated beneficiary; or

     b.   in equal or substantially  equal payments over a period which does not
          exceed the life expectancy of the annuitant, or the life expectancy of
          the annuitant and the designated beneficiary.

     c.   in the case of a non-spouse beneficiary, payments must be such that at
          least 50% of the present  value of the  certificate  is expected to be
          distributed within the life expectancy of the annuitant.

If at least 30 days  before  the  settlement  date we have not  received  at our
corporate  office your written  request to select a plan,  we will make payments
according to Plan B with  payments  guaranteed  for 10 years,  unless  otherwise
required by the Code.

If the amount to be applied to a plan is not at least $2,000, or if payments are
to be made to other than a natural person,  we have the right to make a lump sum
payment of the cash surrender value.

How will payments be made?

Payments will be made by us by check.  The check must be personally  endorsed by
the payee or payees as well as the annuitant (or  designated  beneficiary  under
Plan D). If the annuitant or designated  beneficiary does not endorse the check,
other  evidence  must be  furnished  to show that the  annuitant  or  designated
beneficiary is still alive.


<PAGE>

- ----------------------------------------------------------
Table of Settlement Rates
- ----------------------------------------------------------

What will be the amount of the monthly annuity payments?

If the settlement date is the last day of a guarantee period, the amount applied
to provide a payment  will be the  accumulation  value on that date.  The market
adjusted  value  is  applied  if the  settlement  date is not the  last day of a
guarantee  period.  The  amount  applied  to  provide  a  payment  will  be  the
accumulation  value on the settlement  date. The amount of each monthly  annuity
payment for each  $1,000  applied  under any  payment  plan will be based on our
Table of  Settlement  Rates in  effect  at the time of the  first  payment.  The
amounts will not be less than those shown in the table below.

The amount of such  payments  under plans A, B, and C will depend on the sex and
the adjusted age of the  annuitant on the  settlement  date.  The amount of such
payments  under  plan D will  depend  on the  sex and  the  adjusted  age of the
annuitant and the designated  beneficiary on the settlement  date.  Adjusted age
means the age on the annuitant's nearest birthday minus an "adjustment" based on
the calendar year of the birth of the annuitant as follows:

Calendar                     Calendar
Year of                      Year of
Annuitant's         Adjust-  Annuitant's         Adjust-
Birth                ment    Birth                ment
- -----                ----    -----                ----
Prior to 1920         0      1945 through 1949     6
1920 through 1924     1      1950 through 1959     7
1925 through 1929     2      1960 through 1969     8
1930 through 1934     3      1970 through 1979     9
1935 through 1939     4      1980 through 1989     10
1940 through 1944     5      After 1989            11

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Amount of Each Monthly Annuity Payment Per $1,000 Applied
- --------------------------------------------------------------------------------------------------------------------------
       Plan A                    Plan B                     Plan C          Plan D - Joint and Survivor
                                                                            Adjusted Age of Female Designated Beneficiary
- --------------------------------------------------------------------------------------------------------------------------
       Life         5 Years      10 Years      15 Years     With        Adj.
Adj.   Income       Certain      Certain       Certain      Refund      Male  10 Years 5 Years  Same    5 Years 10 Years
Age*   M     F      M     F      M     F       M    F       M    F      Age*  Younger  Younger  Age     Older   Older
- --------------------------------------------------------------------------------------------------------------------------
<S>  <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>    <C>     <C>    <C>      <C>    <C>      <C>     <C>
55   4.70   4.25  4.68   4.25   4.62  4.22   4.53  4.18   4.42   4.10    55     3.51     3.69   3.88     4.06    4.23
60   5.28   4.72  5.25   4.70   5.14  4.66   4.96  4.57   4.86   4.48    60     3.76     3.99   4.24     4.49    4.72
65   6.10   5.35  6.03   5.32   5.81  5.22   5.46  5.05   5.43   4.97    65     4.07     4.38   4.72     5.07    5.39
66   6.29   5.51  6.21   5.47   5.96  5.36   5.56  5.16   5.56   5.08    66     4.15     4.48   4.84     5.21    5.55
67   6.50   5.67  6.41   5.63   6.11  5.50   5.66  5.26   5.70   5.20    67     4.23     4.58   4.97     5.36    5.73
68   6.73   5.85  6.62   5.80   6.28  5.65   5.76  5.37   5.85   5.33    68     4.31     4.69   5.10     5.53    5.92
69   6.97   6.04  6.84   5.98   6.44  5.80   5.86  5.49   6.00   5.47    69     4.40     4.80   5.25     5.70    6.12
70   7.23   6.25  7.07   6.18   6.61  5.96   5.96  5.60   6.16   5.61    70     4.50     4.93   5.40     5.89    6.34
71   7.51   6.47  7.32   6.39   6.78  6.14   6.05  5.71   6.33   5.76    71     4.60     5.06   5.57     6.10    6.57
72   7.80   6.71  7.58   6.62   6.96  6.31   6.14  5.83   6.51   5.93    72     4.71     5.20   5.75     6.31    6.82
73   8.12   6.97  7.85   6.86   7.14  6.50   6.23  5.94   6.70   6.10    73     4.83     5.35   5.94     6.55    7.09
74   8.45   7.26  8.14   7.12   7.32  6.69   6.31  6.04   6.90   6.28    74     4.95     5.51   6.15     6.80    7.37
75   8.82   7.56  8.44   7.39   7.49  6.89   6.38  6.14   7.11   6.48    75     5.08     5.68   6.37     7.07    7.68
76   9.21   7.90  8.76   7.69   7.67  7.09   6.48  6.24   7.33   6.68    76     5.22     5.87   6.61     7.36    8.01
77   9.62   8.26  9.09   8.01   7.84  7.29   6.51  6.33   7.56   6.90    77     5.37     6.07   6.87     7.67    8.36
78  10.07   8.65  9.44   8.34   8.01  7.49   6.57  6.41   7.80   7.13    78     5.54     6.29   7.15     8.01    8.74
79  10.55   9.07  9.80   8.69   8.17  7.69   6.62  6.48   8.05   7.38    79     5.71     6.52   7.45     8.37    9.14
80  11.06   9.53 10.17   9.07   8.33  7.89   6.66  6.55   8.32   7.64    80     5.90     6.78   7.77     8.76    9.57
81  11.61  10.03 10.55   9.46   8.48  8.08   6.70  6.61   8.60   7.91    81     6.10     7.05   8.12     9.17   10.02
82  12.19  10.57 10.94   9.87   8.61  8.26   6.73  6.66   8.89   8.21    82     6.32     7.34   8.49     9.61   10.51
83  12.81  11.16 11.33  10.30   8.74  8.43   6.76  6.70   9.20   8.51    83     6.55     7.65   8.90    10.08   11.02
84  13.46  11.79 11.72  10.74   8.86  8.59   6.79  6.74   9.52   8.83    84     6.80     7.99   9.33    10.58   11.56
85  14.16  12.48 12.12  11.19   8.97  8.74   6.81  6.77   9.85   9.18    85     7.07     8.36   9.78    11.11   12.13
90  18.25  16.68 14.04  13.42   9.36  9.26   6.86  6.85  11.81  11.11    90     8.79    10.65  12.57    14.22   15.63
- -------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
*Adjusted age of annuitant.            M = Male      F = Female
</TABLE>
- --------------------------------------------------------------------------------
The table above is based on the "1983  Individual  Annuitant  Mortality Table A"
assuming an interest rate of 3% per year compounded  annually.  Settlement rates
for  any  age,  or any  combination  of age and sex  not  shown  above,  will be
calculated on the same basis as those rates shown in the table above. Such rates
will be furnished by us upon request. Amounts shown in the Table below are based
on an assumed interest rate of 3% per year compounded annually.

- --------------------------------------------------------------------------------
Plan E   Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000
         Applied
- --------------------------------------------------------------------------------
Years        Monthly        Years          Monthly         Years         Monthly
Payable      Payment        Payable        Payment         Payable       Payment
- -------      -------        -------        -------         -------       -------
  10           $9.61          17            $6.23            24            $4.84
  11            8.86          18             5.96            25             4.71
  12            8.24          19             5.73            26             4.59
  13            7.71          20             5.51            27             4.47
  14            7.26          21             5.32            28             4.37
  15            6.87          22             5.15            29             4.27
  16            6.53          23             4.99            30             4.18
- --------------------------------------------------------------------------------

<PAGE>

==========================================================
Group IRA
Annuity Certificate
==========================================================

- - Purchase payment is payable in a single sum.
- - Annuity payments to begin on the settlement date.
- - This contract is nonparticipating. Dividends are not payable.

[GRAPHIC OMITTED]
AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440



<PAGE>
 
                             IDS LIFE INSURANCE COMPANY
                                  POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

     Each of the  undersigned,  as  directors of IDS Life  Insurance  Company on
behalf of the below listed  registrants that previously have filed  registration
statements and amendments thereto pursuant to the requirements of the Securities
Act of 1933 and the  Investment  Company  Act of 1940  with the  Securities  and
Exchange Commission:

                                                       1933 Act      1940 Act
                                                       Reg. Number   Reg. Number
IDS Life Variable Account 10
  IDS Life Flexible Portfolio Annuity                  33-62407      811-07355
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
  IDS Life Flexible Annuity                            33-4173       811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
  IDS Life Variable Retirement and Combination
  Retirement Annuities                                 2-73114       811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
  IDS Life Employee Benefit Annuity                    33-52518      811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
  IDS Life Group Variable Annuity Contract             33-47302      811-3217
IDS Life Insurance Company
  IDS Life Group Variable Annuity Contract
  (Fixed Account)                                      33-48701         N/A
IDS Life Insurance Company
  IDS Life Guaranteed Term Annuity                     33-28976         N/A
IDS Life Insurance Company
  IDS Life Flexible Payment Market Value Annuity       33-50968         N/A
IDS Life Variable Life Separate Account
  Flexible Premium Variable Life Insurance Policy      33-11165      811-4298
IDS Life Variable Life Separate Account
  Flexible Premium Survivorship Variable
  Life Insurance Policy                                33-62457      811-4298
IDS Life Variable Life Separate Account
  Single Premium Variable Life
  Insurance Policy                                     2-97637       811-4298
IDS Life Variable Account for Smith Barney
  Single Premium Variable Life Insurance Policy        33-5210       811-4652
IDS Life Account SBS
  Symphony Annuity                                     33-40779      812-7731
IDS Life Account RE
IDS Life Real Estate Variable Annuity                  33-13375         N/A
IDS Life Variable Annuity Fund A                       2-29081       811-1653
IDS Life Variable Annuity Fund B                       2-47430       811-1674

<PAGE>

hereby  constitutes  and appoints  William A.  Stoltzmann,  Mary Ellyn  Minenko,
Eileen J. Newhouse, Sherilyn K. Beck, Colin Lancaster, Bruce Kohn and Timothy S.
Meehan or any one of them, as her or his attorney-in-fact and agent, to sign for
her or him in her or his name, place and stead any and all filings, applications
(including  applications for exemptive relief),  periodic reports,  registration
statements for existing or future products of existing  separate  accounts (with
all exhibits and other documents required or desirable in connection therewith),
other documents, and amendments thereto and to file such filings,  applications,
periodic  reports,  registration  statements,  other  documents,  and amendments
thereto with the Securities and Exchange  Commission,  and any necessary states,
and grants to any or all of them the full power and  authority to do and perform
each and every act required or necessary in connection therewith.

         Dated the 19th day of August, 1997.


/s/ David R. Hubers                                           August 15, 1997
     David R. Hubers
     Director


/s/ Richard W. Kling                                          August 18, 1997
     Richard W. Kling
     Director and President


/s/ Paul F. Kolkman                                           August 19, 1997
    Paul F. Kolkman
    Director and Executive Vice
    President


/s/ James A. Mitchell                                         August 15, 1997
    James A. Mitchell
    Director, Chairman of the
    Board and Chief Executive Officer


/s/ Barry J. Murphy                                           August 14, 1997
     Barry J. Murphy
     Director and Executive Vice
     President, Client Service


/s/ Stuart A. Sedlacek                                        August 19, 1997
    Stuart A. Sedlacek
    Director and Executive Vice
    President, Assured Assets


/s/ Melinda S. Urion                                          August 14, 1997
     Melinda S. Urion
     Director, Executive Vice
     President and Controller



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