IDS LIFE INSURANCE CO
POS AM, 1998-04-15
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<PAGE>


                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                         FORM S-1
                             POST-EFFECTIVE AMENDMENT NO. 10

                          TO REGISTRATION STATEMENT NO. 33-28976

                                          Under

                                The Securities Act of 1933

                                IDS Life Insurance Company

- --------------------------------------------------------------------------------
                    (Exact name of registrant as specified in 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)

             It is proposed that this filing become effective on May 1, 1998.

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

<PAGE>
<TABLE>
<CAPTION>

                                              Calculation of Registration Fee
<S>                               <C>                      <C>                       <C>                     <C>               
- -- ----------------------- ----------------------------- ------------------------------ --------------------------------------
                                                                                       Proposed
Title of each class                                           Proposed                  maximum
of securities to be                Amount to be            maximum offering          aggregate offering         Amount of
  registered                       registered              price per unit               price                registration fee     
- -------------------------------------------- ----------------------- ----------------------------- ------------------------------ -
Interests  in a group market value
annuity contract and individual       N/A
market value annuity contracts
or non-tax qualified purchases.
</TABLE>

<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)

Form S-1 Item Number and Caption                     Location in Prospectus

1.  Forepart of the Registration
    Statement and Outside Front

    Cover Page of Prospectus.........................Outside Front Cover

2.  Inside Front and Outside Back

    Cover Pages of Prospectus........................Table of Contents
                                                     (inside front cover)

3.  Summary Information, Risk Factors
    and Ratio of Earnings to Fixed

    Charges..........................................The 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

<PAGE>

                                         PART I.

                            INFORMATION REQUIRED IN PROSPECTUS

                Attached hereto and made a part hereof is the Prospectus.

<PAGE>

   
IDS Life Guaranteed Term Annuity
Prospectus, May 1, 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 the  general  public  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."

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;
(4) contracts purchased by the U.S.  government,  the government of any state or
political  subdivision thereof, or by any agency or instrumentality  (within the
meaning of Section 414(d) of the Code),  for use in satisfying its obligation to
provide a benefit under a governmental plan; and (5) 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

   
These securities may be subject to a substantial  surrender charge and/or market
value  adjustment  if not held to the end of the  guarantee  period  that  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%.

<PAGE>

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 Guaranteed Term Annuity in brief............................

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

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

Amendment, distribution and assignment of contracts ............
Amendment of contracts..........................................
Distribution of contracts.......................................
Assignment 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 Guaranteed Term Annuity in brief

Contracts:  IDS Life is offering group and individual  market value annuities to
the general public 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 and a surrender charge (if applicable).

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.  We may defer  payment of any surrender for a period up to six 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 seven
days except under extraordinary circumstances. We will pay annual interest of at
least 3% of any amounts deferred for more than thirty days during such period if
we choose to exercise this deferral right. (p. )

Surrender  charge:  Surrenders  may be subject to a  surrender  charge  and/or a
market value  adjustment.  Before the eighth contract  anniversary,  a surrender
charge  beginning  at a maximum  of 8% will be  assessed  if you  surrender.  No
surrender  charge will be applied for any surrenders  after the eighth  contract
anniversary or if the surrender occurs on the last day of a guarantee period. We
will waive the surrender charge in certain instances. (p. )

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

<PAGE>

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. )

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.

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 less any applicable  surrender
charge. 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.

<PAGE>

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.

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.
    

<PAGE>

Description of contracts

General

   
This prospectus  describes  interests in market value  annuities  offered by IDS
Life 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;  (4)
certain governmental plans; and (5) 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.  Interest  is  credited  daily to achieve a stated
annual  effective  rate,  based on a 365 day year.  Interest is not paid on leap
days (Feb.  29th).  Surrenders prior to the renewal date are subject to a market
value adjustment and a surrender charge (if applicable).
    

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.

   
A payment is credited to a contract on the date we receive a properly  completed
application at our corporate 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.

<PAGE>

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   Cumulative interest
Year                 to the account      credited to the account  Accumulation
                     during year                                  value

   
1                     $3,000.00             $3,000.00             $53,000.00
2                      3,180.00              6,180.00              56,180.00
3                      3,370.80              9,550.80              59,550.80
4                      3,573.05             13,123.85              63,123.85
5                      3,787.43             16,911.28              66,911.28
6                      4,014.68             20,925.96              70,925.96
7                      4,255.56             25,181.51              75,181.51
8                      4,510.89             29,692.40              79,692.40
9                      4,781.54             34,473.95              84,473.95
10                     5,068.44             39,542.38              89,542.38
    

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

Note:  This  example  assumes  no  surrenders  of any  amount  during the entire
ten-year period.  A market value  adjustment  applies and a surrender charge may
apply 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 82 at the end of a guarantee  period and the  settlement
date for the annuitant is age 85, 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.
    

<PAGE>

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.

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 reduced by any applicable  surrender
charge and 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.

<PAGE>

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 adjustments and surrender charge deductions.

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 next close
of business after we receive your request for a complete  surrender.  We may ask
you to return the contract.
    

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 of your
surrender check.
    

Surrender charge

A surrender charge may be assessed on any total or partial surrender taken prior
to the eighth contract  anniversary  unless the surrender occurs on the last day
of a guarantee  period.  The amount of the surrender charge will be based on the
length of the guarantee period.  The table below shows the maximum amount of the
surrender charge.

<PAGE>

Surrender charge percentage:

Guarantee    Contract years as measured from the beginning of a
period       guarantee period
<TABLE>
<CAPTION>
<S>         <C>          <C>       <C>      <C>       <C>      <C>       <C>      <C> 
- ---------------- ----------------------------------------------------------------------------
            1            2         3        4         5        6         7        8

1 year       1%
2 years      2            1%
3 years      3            2         1%
4 years      4            3         2        1%
5 years      5            4         3        2         1%
6 years      6            5         4        3         2        1%
7 years      7            6         5        4         3        2         1%
8 years      8            7         6        5         4        3         2        1%
9 years      8            7         6        5         4        3         2        1
10 years     8            7         6        5         4        3         2        1
</TABLE>

For renewal guarantee periods,  the surrender charge will be based on the lesser
of:

o       the length of the new guarantee period, or

o       the number of years remaining until the eighth contract anniversary.

For example,  if a contract owner chose an initial  guarantee  period of 5 years
and  later  a  renewal  guarantee  period  of  4  years,  the  surrender  charge
percentages would be:

  Contract year    Surrender charge

         1                5%
         2                4
         3                3
         4                2
         5                1*
         6                3
         7                2
         8                1
         9+               0

        *0% on last day of 5th contract year.

There will never be any surrender charges after the eighth contract anniversary.

Also, after the first contract anniversary,  surrender charges will not apply to
surrenders of amounts  totalling up to 10% of the  accumulation  value as of the
last contract anniversary.

<PAGE>

Surrender charge  calculation:  If there is a surrender charge, it is calculated
as:

(A minus B) multiplied by P

where:     A = market adjusted value surrendered

   
           B = the lesser of A or 10% of  accumulation  value on last contract
               anniversary  not  already  taken  as  a  partial  surrender  this
               contract year.
    

           P = applicable surrender charge percentage

For an illustration of a partial surrender and applicable surrender charges, see
Appendix A.

Waiver of surrender charge: There will be no surrender charge:

o       on the last day of a guarantee period;

o       after the eighth contract anniversary;

o       after the first contract anniversary for surrenders of amounts totalling
        up to 10% of the  contract  accumulation  value as of the last  contract
        anniversary;

o       upon the death of the annuitant or owner; or

o       upon the  application of the market  adjusted  value to provide  annuity
        payments under an annuity payment plan (if such application  occurs on a
        renewal  date,  there  will  be no  surrender  charge  or  market  value
        adjustment,  and the full  accumulation  value will be applied  under an
        annuity payment plan).

In some  cases,  such as  when an  employer  makes  this  annuity  available  to
employees,  we may expect to incur  lower sales and  administrative  expenses or
perform fewer  services due to the size of the group,  the average  contribution
and the use of group  enrollment  procedures.  Then we may be able to  reduce or
eliminate surrender charges. However, we expect this to occur infrequently.

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 and surrender charges) 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
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.

<PAGE>

   
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 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               equal to your accumulation value
+.25%

less than the new annuity rate              less than your accumulation value
+.25%
    

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

   
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  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  Guaranteed  Term  Annuity
contracts with 7-year  guarantee  periods is 4%, your market adjusted value will
be higher than your  accumulation  value.  A 5%  surrender  charge would then be
deducted from the market adjusted value.
    

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 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, it 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%.

<PAGE>

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 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.

<PAGE>

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.

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.

<PAGE>

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.

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 while both the annuitant and a joint annuitant are
        living.  When either the  annuitant  or joint  annuitant  dies,  we will
        continue  to make  monthly  payments  until the  death of the  surviving
        annuitant.  No  payments  will be paid  after  the  death of the  second
        annuitant.

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

<PAGE>

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 4% per year.  The table for Plan E is
based on an interest rate of 4%. 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.

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% of the purchase payment 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.
    

<PAGE>

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.

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.
    

<PAGE>

   
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;

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.

<PAGE>

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:
    

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.

<PAGE>

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  (AEFC),  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,  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;

<PAGE>

        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 __.
<TABLE>
<CAPTION>

                               Years ended Dec. 31, (thousands)
   
                        1997                    1996                1995         1994                1993
<S>                  <C>                      <C>             <C>              <C>               <C>     
Premiums             $  206,494               $ 182,921       $  161,530       $ 144,640         $  127,245
Net investment        1,988,389               1,965,362        1,907,309       1,781,873          1,783,219
income
Net realized (loss)         860                   (159)           (4,898)         (4,282)            (6,737)
on investments
Other                   682,618                 574,341          472,035         384,105            304,344
                       -------                  -------          -------         -------            -------
Total revenues       $2,878,361              $2,722,465      $ 2,535,976      $2,306,336         $ 2,208,071
                      ---------               ---------        ---------       ---------           ---------
Income before        $  680,911               $ 621,714      $   560,782      $  512,512         $   412,726
                      -------                   -------          -------        -------              -------
income taxes
Net income           $  474,247               $ 414,576      $   364,940      $  336,169         $   270,079
                      -------                   -------          -------         -------             -------
Total assets         $52,974,124              $ 47,305,981  $ 42,900,078    $ 35,747,543         $33,057,753
</TABLE>
    
Management's discussion and analysis of consolidated financial condition and
results of operations

Results of operations

   
1997 compared to 1996:

Consolidated net income increased 14% to $474 million in 1997,  compared to $415
million in 1996. Earnings growth resulted primarily from increases in management
fees and policyholder and contractholder charges. These increases reflect higher
average insurance and annuities in force during 1997.

Consolidated  income before income taxes totaled $681 million in 1997,  compared
with $622 million in 1996. In 1997,  $179 million was from the life,  disability
income and long-term care insurance segment,  compared with $161 million in 1996
and $502  million was from the annuity  segment,  compared  with $461 million in
1996.
    

<PAGE>
   
Total premiums  received  decreased to $5.2 billion in 1997,  compared with $6.1
billion in 1996.  This decrease is primarily due to a decrease in sales of fixed
annuities in 1997.

Total revenues increased to $2.9 billion in 1997,  compared with $2.7 billion in
1996.  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  slightly from the prior
year, reflecting slight increases in investments owned and investment yields.

Policyholder  and  contractholder  charges,  which consist  primarily of cost of
insurance charges on universal life-type policies, increased 13% to $342 million
in 1997,  compared with $303 million in 1996. This increase  reflects  increased
total life insurance in force which grew 12% to $75 billion at Dec. 31, 1997.

Management and other fees  increased 26% to $341 million in 1997,  compared with
$271 million in 1996.  This is primarily due to an increase in separate  account
assets,  which  grew  25% to  $23  billion  at  Dec.  31,  1997,  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  slightly to $2.2 billion in 1997.  The
largest component of expenses,  interest  credited to policyholder  accounts for
universal life-type insurance and investment contracts,  remained steady at $1.4
billion.  DAC increased to $323 million  compared to $279 million in 1996. These
increases were due primarily to increased aggregate amounts in force.
    
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  increased  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.

<PAGE>
   
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  increased
total life insurance in force which grew 13% to $67 billion at Dec. 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  Dec.  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.

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 increased aggregate amounts in force and an increase in
average interest credited rates.
    
       
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.

   
The amount of the fee income the Company receives is based upon the daily market
value of the separate account and mutual fund assets. As a result, the Company's
fee income could be impacted  significantly  by a decline in the equity markets.
Another part of the  committee's  strategy is to enter into index option collars
(combinations of puts and calls) for hedging purposes. These derivatives protect
fee income by providing option income when there is a significant decline in the
equity  markets,  which  mitigates  the impact of the  corresponding  decline in
separate  account and mutual fund assets.  The Company finances the cost of this
protection  through selling a portion of the upside potential from an increasing
market through written options.
    

<PAGE>

Liquidity and capital resources

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

The  primary  uses of funds  are  policy  benefits,  commissions  and  operating
expenses, policy loans, dividends and investment purchases.
   
The Company has an available line of credit with its parent aggregating $100
million. The line of credit is used strictly as short-term sources of funds. No
borrowings were outstanding under the agreement at Dec. 31, 1997. At Dec. 31, 
1997, outstanding reverse repurchase agreements totaled $163 million.

At Dec. 31, 1997, investments in fixed maturities comprised 83% of the Company's
total invested assets.  Of the fixed maturity  portfolio,  approximately  40% is
invested in GNMA, FNMA and FHLMC mortgage-backed securities which are considered
AAA/Aaa quality.

At Dec.  31,  1997,  approximately  11% of the  Company's  investments  in fixed
maturities were below investment grade bonds.  These  investments may be subject
to a higher  degree of risk than the  investment  grade  issues  because  of the
borrower's generally greater sensitivity to adverse economic conditions, such as
recession or increasing interest rates, and in certain instances, the lack of an
active  secondary  market.  Expected  returns on below  investment  grade  bonds
reflect  consideration  of such factors.  The Company has identified those fixed
maturities  for which a decline  in fair  value is  determined  to be other than
temporary, and has written them down to fair value with a charge to earnings.

At Dec.  31, 1997,  net  unrealized  appreciation  on fixed  maturities  held to
maturity included $445 million of gross unrealized  appreciation and $17 million
of  gross  unrealized   depreciation.   Net  unrealized  appreciation  on  fixed
maturities  available  for  sale  included  $399  million  of  gross  unrealized
appreciation and $37 million of gross unrealized depreciation.

At Dec. 31, 1997, the Company had an allowance for losses for mortgage loans
totaling $39 million and for real estate investments totaling $6 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.  The Company has not
adopted  Statement of Position 97-3  providing  guidance when an insurer  should
recognize a liability  for guaranty fund  assessments.  The SOP is effective for
fiscal years  beginning  after Dec. 15, 1998.  Adoption will not have a material
impact on the Company's results of operations or financial condition.
    
<PAGE>
   
In the first  quarter of 1998,  the Company  paid a $60 million  dividend to its
parent. In 1997, dividends paid to its parent were $200 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, 1997, the Company's  total adjusted  capital was well in
excess of the levels requiring regulatory attention.

Year 2000 issue

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

A  comprehensive  review of AEFC's  computer  systems  and  business  processes,
including  those  specific to the  Company,  has been  conducted to identify the
major  systems  that could be affected  by the Year 2000 issue.  Steps are being
taken to resolve  any  potential  problems  including  modification  to existing
software and the purchase of new  software.  These  measures are scheduled to be
completed  and tested on a timely  basis.  AEFC's goal is to  complete  internal
remediation  and  testing  of each  system  by the end of 1998  and to  continue
compliance efforts through 1999.

AEFC is evaluating  the Year 2000  readiness of advisors and other third parties
whose system  failures  could have an impact on the  Company's  operations.  The
potential materiality of any such impact is not known at this time.
    
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 1997, 1996 or
1995.  Additionally,  no  single  distributor  accounted  for  more  than 10% of
premiums received in 1997, 1996 or 1995. (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 Dec. 31,
1997, traditional life and universal life-type insurance in force aggregated $75
billion, of which $4 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 $27 billion at Dec. 31, 1997,
34% was  invested in  mortgage-backed  securities,  48% in  corporate  and other
bonds, 14% in primary mortgage loans on real estate,  2% in policy loans and the
remaining 2% 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  1,700  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life Health
edition,  1997,  assigned  IDS  Life  one of  its  highest  classifications,  A+
(Superior).
    

Employees

   
As of Dec. 31, 1997, IDS Life and its subsidiaries had 303 employees;  including
245 employed at the corporate office in Minneapolis,  MN, 8 employed at American
Centurion Life Assurance  Company  located in Albany,  NY and 50 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 1997 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 1997.
    

<PAGE>

Name of individual or                                        Cash

number in group            Position held                     compensation

   
- -------------------- -----------------------------------------------------------
Five most highly                                             $8,616,958
compensated executive
    

officers as a group:

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

Richard W. Kling           President

   
Pamela J. Moret            Exec. Vice President, Variable
                               Assets
    

Barry J. Murphy            Exec. Vice President, Client
                               Service

   
Stuart A. Sedlacek         Exec. Vice President, Assured
                               Assets

All executive officers as                                    $12,523,043
a group (10)
    

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 and its  subsidiaries  do  business  involving
insurers'  sales  practices,  alleged  agent  misconduct,  failure  to  properly
supervise  agents,  and other matters.  In December 1996, an action of this type
was brought against IDS Life and its parent,  AEFC. A second action was filed in
March  1997.  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.  The complaint  puts at issue various  alleged sales
practices  and  misrepresentations,  alleged  breaches of  fiduciary  duties and
alleged  violations of consumer fraud  statutes.  Plaintiffs  seek damages in an
unspecified  amount and seek to establish a claims  resolution  facility for the
determination of individual issues.
    

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.

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.

<PAGE>

Experts

   
The consolidated  financial statements of IDS Life Insurance Company at December
31, 1997 and 1996,  and for each of the three years in the period ended December
31, 1997,  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 surrender charge and 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

    Contract         Surrender       accumulation values
      year            charge %         if no surrenders

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

       1                   8%              $10,600.00
       2                   7                11,236.00
       3                   6                11,910.16
       4                   5                12,624.77
       5                   4                13,382.26
       6                   3                14,185.19
       7                   2                15,036.30
       8                   1                15,938.48
       9                   0                16,894.79
       10                  0                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

You may  surrender  10% of  $11,910.16  (end of 3rd contract  year  accumulation
value) without surrender charge but subject to a market value adjustment -- this
is $1,191.02

The  excess  market  adjusted  value  surrendered  is  subject to both a 5% (4th
contract year) surrender charge and 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

<PAGE>

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)

        =   $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 will be your surrender charge amount?

The surrender  charge will be 5% multiplied by the excess of the market adjusted
value over the  accumulation  value that may be  surrendered  without  surrender
charge:

        ($2,033.33 - $1,191.02) x .05 = $42.12

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
Less surrender charge                     (42.12)
Net surrender amount                   $1,991.21

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 $2,009.09 of accumulation  value
to be surrendered.

<PAGE>

What will be your market value adjustment amount?

The market adjusted value is:

        Renewal value of accumulation value surrendered

                      (1 + ic + .0025)(N+t)

        =   $2,009.09 (1 + ig)7
            (1 + ic + .0025)7

        =   $2,009.09 (1.06)7
                   (1.0575)7

        =   $2,042.58

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

        $2,042.58   -    $2,009.09    =   $33.49

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

What will be your surrender charge amount?

The surrender  charge will be 5% multiplied by the excess of the market adjusted
value over the  accumulation  value that may be  surrendered  without  surrender
charge:

        ($2,042.58 - $1,191.02) x .05 = $42.58

What net amount will you receive?

Your contract's  accumulation  value will decrease by $2,009.09 and we will send
you a check for:

Accumulation value surrendered         $2,009.09
Market value adjustment                    33.49
Less surrender charge                     (42.58)
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.  These  examples do not show the surrender  charge (if
any) which would be  calculated  separately  after the market value  adjustment.
Surrender charge calculations are shown in Appendix A.
<TABLE>
<CAPTION>

Market adjusted value formula:

Market adjusted value    =           (Renewal value)
                                  (1 + ic + .0025)(N+t)
<S>                  <C>
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
</TABLE>

<PAGE>

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)

        =         $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:

                       $44,771.19

$24,870.68    =  (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:

                        $44,771.19

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

<PAGE>



<PAGE>


Report of Independent Auditors
The Board of Directors
IDS Life Insurance Company



We have  audited  the  accompanying  consolidated  balance  sheets  of IDS  Life
Insurance  Company (a wholly  owned  subsidiary  of American  Express  Financial
Corporation)  as of  December  31,  1997 and 1996 and the  related  consolidated
statements of income,  stockholder's equity and cash flows for each of the three
years in the period ended  December 31, 1997.  These  financial  statements 
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of IDS Life Insurance
Company at December 31, 1997 and 1996, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.




Ernst & Young LLP
Minneapolis, Minnesota
February 5, 1998


<PAGE>

IDS Life Financial Information


                          IDS LIFE INSURANCE COMPANY
                         CONSOLIDATED BALANCE SHEETS


                                                    Dec. 31,     Dec. 31,
ASSETS                                                1997         1996  
                                                         (thousands)
Investments:
Fixed maturities:
Held to maturity, at amortized cost (Fair value:
1997, $9,743,410; 1996, $10,521,650)              $9,315,450       $10,236,379
Available for sale, at fair value (Amortized cost:
1997, $12,515,030; 199, $11,008,622)              12,876,694        11,146,845
Mortgage loans on real estate                      3,618,647         3,493,364
Policy loans                                         498,874           459,902
Other investments                                    318,591           251,465
Total investments                                 26,628,256        25,587,955
Cash and cash equivalents                             19,686           224,603
Amounts recoverable from reinsurers                  205,716           157,722
Amounts due from brokers                               8,400            11,047
Other accounts receivable                             37,895            44,089
Accrued investment income                            357,390           343,313
Deferred policy acquisition costs                  2,479,577         2,330,805
Deferred income taxes, net                                --            33,923
Other assets                                          22,700            37,364
Separate account assets                           23,214,504        18,535,160
Total assets                                     $52,974,124       $47,305,981
                                                   =========         =========

<PAGE>

                          IDS LIFE INSURANCE COMPANY
                   CONSOLIDATED BALANCE SHEETS (continued)


                                                   Dec. 31,        Dec. 31
LIABILITIES AND STOCKHOLDER'S EQUITY                1997             1996    
                                                          (thousands)


Liabilities:
Future policy benefits:
Fixed annuities                                  $22,009,747      $21,838,008
Universal life-type insurance                      3,280,489        3,177,149
Traditional life insurance                           213,676          209,685
Disability income and long-term care insurance       533,124          424,200
Policy claims and other policyholders' funds          68,345           83,634
Deferred income taxes, net                            61,582               --
Amounts due to brokers                               381,458          261,987
Other liabilities                                    345,383          332,078
Separate account liabilities                      23,214,504       18,535,160
Total liabilities                                 50,108,308       44,861,901
Stockholder's equity:
Capital stock, $30 par value per share;
100,000 shares authorized, issued and outstanding      3,000            3,000
Additional paid-in capital                           290,847          283,615
Net unrealized gain on investments                   226,359           86,102
Retained earnings                                  2,345,610        2,071,363
Total stockholder's equity                         2,865,816        2,444,080
Total liabilities and stockholder's equity       $52,974,124      $47,305,981
                                                   =========        =========
See accompanying notes.


<PAGE>

                             IDS LIFE INSURANCE COMPANY
                         CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

 
                                                           Years ended Dec. 31,
                                                      1997        1996       1995
                                                               (thousands)
<S>                                               <C>          <C>            <C>     
Revenues:
Premiums:
Traditional life insurance                        $  52,473    $  51,403      $ 50,193
Disability income and long-term care insurance      154,021      131,518       111,337

Total premiums                                      206,494      182,921       161,530

Policyholder and contractholder charges             341,726      302,999       256,454
Management and other fees                           340,892      271,342       215,581
Net investment income                             1,988,389    1,965,362     1,907,309
Net realized gain (loss) on investments                 860         (159)       (4,898)

Total revenues                                    2,878,361    2,722,465     2,535,976

Benefits and expenses:
Death and other benefits:
Traditional life insurance                           28,951       26,919        29,528
Universal life-type insurance
and investment contracts                             92,814       85,017        71,691
Disability income and
long-term care insurance                             22,333       19,185        16,259
Increase (decrease) in liabilities for
future policy benefits:
Traditional life insurance                            3,946        1,859        (1,315)
Disability income and
long-term care insurance                             63,631       57,230        51,279

Interest credited on universal life-type
insurance and investment contracts                1,386,448    1,370,468     1,315,989
Amortization of deferred policy acquisition costs   322,731      278,605       280,121
Other insurance and operating expenses              276,596      261,468       211,642

Total benefits and expenses                       2,197,450    2,100,751     1,975,194

Income before income taxes                          680,911      621,714       560,782

Income taxes                                        206,664      207,138       195,842

Net income                                       $  474,247   $  414,576    $  364,940
                                                   ========     ========       ======= 
 
See accompanying notes.
</TABLE>



<PAGE>

                             IDS LIFE INSURANCE COMPANY
                  CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                          Three years ended Dec. 31, 1997
                                    (thousands)
<TABLE>
<CAPTION>


                                            Additional  Net Unrealized
                                 Capital     Paid-In     Gain (Loss)on    Retained
                                  Stock      Capital    on Investments    Earnings     Total

<S>                               <C>         <C>          <C>           <C>         <C>      
Balance, Dec. 31, 1994            3,000       222,000      (275,708)     1,639,399   1,588,691
Net income                           --            --            --        364,940     364,940
Change in net unrealized
gain (loss) on investments           --            --       505,837             --     505,837
Capital contribution from parent     --        56,814            --             --      56,814
Loss on reinsurance transaction
with affiliate                       --            --            --         (4,574)     (4,574)
Cash dividends                       --            --            --       (180,000)   (180,000)

Balance, Dec. 31, 1995            3,000       278,814       230,129      1,819,765   2,331,708
Net income                           --            --            --        414,576     414,576
Change in net unrealized
gain (loss) on investments           --            --      (144,027)            --    (144,027)
Capital contribution from parent     --         4,801            --             --       4,801
Other changes                        --            --            --          2,022       2,022
Cash dividends                       --            --            --       (165,000)   (165,000)

Balance, Dec. 31, 1996           $3,000      $283,615      $ 86,102     $2,071,363  $2,444,080
Net income                           --            --            --        474,247     474,247
Change in net unrealized
gain (loss) on investments           --            --       140,257             --     140,257
Capital contribution from parent     --         7,232            --             --       7,232
Cash dividends                       --            --            --       (200,000)   (200,000)

Balance, Dec. 31, 1997           $3,000      $290,847      $226,359     $2,345,610  $2,865,816
                                  =====       =======       =======      =========    ========

See accompanying notes.
</TABLE>


<PAGE>

                             IDS LIFE INSURANCE COMPANY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
 
                                                       Years ended Dec. 31,
                                                  1997         1996          1995
                                                             (thousands)
<S>                                            <C>          <C>           <C>      
Cash flows from operating activities:
Net income                                     $ 474,247    $ 414,576     $ 364,940
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Policy loan issuance, excluding universal
life-type insurance                              (54,665)     (49,314)      (46,011)
Policy loan repayment, excluding universal
life-type insurance                               46,015       41,179        36,416
Change in amounts recoverable from reinsurers    (47,994)     (43,335)      (34,083)
Change in other accounts receivable                6,194       (4,981)       12,231
Change in accrued investment income              (14,077)       4,695       (30,498)
Change in deferred policy acquisition
costs, net                                      (156,486)    (294,755)     (196,963)
Change in liabilities for future policy
benefits for traditional life,
disability income and
long-term care insurance                         112,915       97,479        85,575
Change in policy claims and other
policyholders' funds                             (15,289)      27,311         6,255
Change in deferred income tax provision (benefit) 19,982      (65,609)      (33,810)
Change in other liabilities                       13,305       46,724        (6,548)
(Accretion of discount)
amortization of premium, net                      (5,649)     (23,032)      (22,528)
Net realized (gain) loss on investments             (860)         159         4,898
Policyholder and contractholder
charges, non-cash                               (160,885)    (154,286)     (140,506)
Other, net                                         7,161      (10,816)        3,849

Net cash provided by (used in) operating
activities                                     $ 223,914    $ (14,005)     $  3,217
</TABLE>
 

<PAGE>

                             IDS LIFE INSURANCE COMPANY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

<TABLE>
<CAPTION>
 
                                                         Years ended Dec. 31,
                                                  1997             1996          1995
                                                               (thousands)
<S>                                             <C>            <C>          <C>          
Cash flows from investing activities:
Fixed maturities held to maturity:
Purchases                                       $     (1,996)  $  (43,751)  $ (1,007,208)
Maturities, sinking fund payments and calls          686,503      759,248        538,219
 Sales                                               236,761      279,506        332,154
Fixed maturities available for sale:
Purchases                                         (3,160,133)  (2,299,198)    (2,452,181)
Maturities, sinking fund payments and calls        1,206,213    1,270,240        861,545
Sales                                                457,585      238,905        136,825
Other investments, excluding policy loans:
Purchases                                           (524,521)    (904,536)      (823,131)
Sales                                                335,765      236,912        160,521
Change in amounts due from brokers                     2,647      (11,047)         7,933
Change in amounts due to brokers                     119,471      140,369       (105,119)

Net cash used in investing activities               (641,705)    (333,352)    (2,350,442)

Cash flows from financing activities:
Activity related to universal life-type insurance
and investment contracts:
Considerations received                            2,785,758    3,567,586      4,189,525
Surrenders and death benefits                     (3,736,242)  (4,250,294)    (3,141,404)
Interest credited to account balances              1,386,448    1,370,468      1,315,989
Universal life-type insurance policy loans:
Issuance                                             (84,835)     (86,501)       (84,700)
Repayment                                             54,513       58,753         52,188
Capital contribution from parent                       7,232        4,801             --
Dividends paid                                      (200,000)    (165,000)      (180,000)

Net cash provided by financing activities            212,874      499,813      2,151,598

Net (decrease) increase in cash and
cash equivalents                                    (204,917)     152,456       (195,627)

Cash and cash equivalents at
beginning of year                                    224,603       72,147        267,774

Cash and cash equivalents at
end of year                                         $ 19,686    $ 224,603      $  72,147
                                                     =======     ========       ========
See accompanying notes.
</TABLE>
<PAGE>

                         IDS LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                ($ thousands)

1.    Summary of significant accounting policies
      ------------------------------------------

      Nature of business

      IDS Life Insurance Company (the Company) is a stock life insurance
      company organized under the laws of the State of Minnesota.  The
      Company is a wholly owned subsidiary of American Express Financial
      Corporation (AEFC), which is a wholly owned subsidiary of American
      Express Company.  The Company serves residents of all states except New
      York.  IDS Life Insurance Company of New York is a wholly owned
      subsidiary of the Company and serves New York State residents.  The
      Company also wholly owns American Enterprise Life Insurance Company,
      American Centurion Life Assurance Company (ACLAC), American Partners
      Life Insurance Company and American Express Corporation.

      The Company's principal products are deferred annuities and universal
      life insurance, which are issued primarily to individuals.  It offers
      single premium and flexible premium deferred annuities on both a fixed
      and variable dollar basis.  Immediate annuities are offered as well.
      The Company's insurance products include universal life (fixed and
      variable), whole life, single premium life and term products (including
      waiver of premium and accidental death benefits).  The Company also
      markets disability income and long-term care insurance.

      Basis of presentation

      The accompanying consolidated financial statements include the accounts
      of the Company and its wholly owned subsidiaries.  All material
      intercompany accounts and transactions have been eliminated in
      consolidation.

      The accompanying consolidated financial statements have been prepared
      in conformity with generally accepted accounting principles which vary
      in certain respects from reporting practices prescribed or permitted by
      state insurance regulatory authorities (see Note 4).

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

      Investments

      Fixed maturities that the Company has both the positive intent and the
      ability to hold to maturity are classified as held to maturity and
      carried at amortized cost.  All other fixed maturities and all
      marketable equity securities are classified as available for sale and
      carried at fair value.  Unrealized gains and losses on securities
      classified as available for sale are reported as a separate component
      of stockholder's equity, net of deferred taxes.


<PAGE>

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

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

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

<PAGE>


1.    Summary of significant accounting policies (continued)
      ------------------------------------------

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

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

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

      During 1997, 1996 and 1995, the Company purchased and wrote index
      options to protect against significant declines in fee income as a
      result of a decrease in the market value of its managed assets.  These
      options were marked-to-market through the income statement.

      During 1997, the Company purchased and wrote index options to hedge
      1998 management fee and other income from separate accounts and the
      underlying mutual funds.  These index options are carried at market
      value and are included in other investments.  Gains or losses on these
      instruments are deferred and recognized in management and other fees in
      the same period as the hedged fee income.

      Policy loans are carried at the aggregate of the unpaid loan balances
      which do not exceed the cash surrender values of the related policies.

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

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


<PAGE>

      Supplementary information to the consolidated statements of cash flows
      for the years ended December 31 is summarized as
      follows:
                                           1997           1996      1995
                                           ----           ----      ----
       Cash paid during the year for:
         Income taxes                    $174,472       $317,283  $191,011
         Interest on borrowings             8,213          4,119     5,524


<PAGE>

1.    Summary of significant accounting policies (continued)
      ------------------------------------------

      Recognition of profits on annuity contracts and insurance policies

      Profits on fixed deferred annuities are recognized by the Company over
      the lives of the contracts, using primarily the interest method.
      Profits represent the excess of investment income earned from
      investment of contract considerations over interest credited to
      contract owners and other expenses.

      The retrospective deposit method is used in accounting for universal
      life-type insurance.  Under this method, profits are recognized over
      the lives of the policies in proportion to the estimated gross profits
      expected to be realized.

      Premiums on traditional life, disability income and long-term care
      insurance policies are recognized as revenue when due, and related
      benefits and expenses are associated with premium revenue in a manner
      that results in recognition of profits over the lives of the insurance
      policies.  This association is accomplished by means of the provision
      for future policy benefits and the deferral and subsequent amortization
      of policy acquisition costs.

      Policyholder and contractholder charges include the monthly cost of
      insurance charges and issue and administrative fees.  These charges
      also include the minimum death benefit guarantee fees received from the
      variable life insurance separate accounts.  Management and other fees
      include investment management fees and mortality and expense risk fees
      received from the variable annuity and variable life insurance separate
      accounts and underlying mutual funds.

      Deferred policy acquisition costs

      The costs of acquiring new business, principally sales compensation,
      policy issue costs, underwriting and certain sales expenses, have been
      deferred on insurance and annuity contracts.The deferred acquisition costs
      for most single premium deferred annuities and installment annuities are
      amortized in relation to accumulation values and surrender charge revenue.
      The costs for universal life-type insurance and certain installment
      annuities are amortized as a percentage of the estimated gross profits
      expected to be realized on the policies. For traditional life, disability
      income and long-term care insurance policies, the costs are amortized over
      an appropriate period in proportion to premium revenue.

      Liabilities for future policy benefits

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

      Liabilities for fixed annuities in a benefit status are based on
      established industry mortality tables and interest rates ranging from
      5% to 9.5%, depending on year of issue.


<PAGE>

      Liabilities for future benefits on traditional life insurance are based
      on the net level premium method, using anticipated mortality, policy
      persistency and interest earning rates.  Anticipated mortality rates
      are based on established industry mortality tables.  Anticipated policy
      persistency rates vary by policy form, issue age and policy duration
      with persistency on cash value plans generally anticipated to be better
      than persistency on term insurance plans.  Anticipated interest rates
      range from 4% to 10%, depending on policy form, issue year and policy
      duration.


<PAGE>

1.    Summary of significant accounting policies (continued)
      ------------------------------------------

      Liabilities for future disability income and long-term care policy
      benefits include both policy reserves and claim reserves.  Policy
      reserves are based on the net level premium method, using anticipated
      morbidity, mortality, policy persistency and interest earning rates.
      Anticipated morbidity and mortality rates are based on established
      industry morbidity and mortality tables.  Anticipated policy
      persistency rates vary by policy form, issue age, policy duration and,
      for disability income policies, occupation class.  Anticipated interest
      rates for disability income and long-term care policy reserves are 3%
      to 9.5% at policy issue and grade to ultimate rates of 5% to 10% over 5
      to 10 years.

      Claim reserves are calculated based on claim continuance tables and
      anticipated interest earnings.  Anticipated claim contuance rates are
      based on a national survey.  Anticipated interest rates for claim
      reserves for both disability income and long-term care range from 6% to
      8%.

      Reinsurance

      The maximum amount of life insurance risk retained by the Company on
      any one life is $750 of life and waiver of premium benefits plus $50 of
      accidental death benefits.  The maximum amount of disability income
      risk retained by the Company on any one life is $6 of monthly benefit
      for benefit periods longer than three years.  The excesses are
      reinsured with other life insurance companies on a yearly renewable
      term basis.  Graded premium whole life and long-term care policies are
      primarily reinsured on a coinsurance basis.

      Federal income taxes

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

      Included in other liabilities at December 31, 1997 and 1996 are $12,061
      and $33,358, respectively, receivable from American Express Financial
      Corporation for federal income taxes.

      Separate account business

      The separate account assets and liabilities represent funds held for
      the exclusive benefit of the variable annuity and variable life
      insurance contract owners.  The Company receives investment
      management fees from the proprietary mutual funds used as investment
      options for variable annuities and variable life insurance.  The
      Company receives mortality and expense risk fees from the  separate
      accounts.


<PAGE>

1.    Summary of significant accounting policies (continued)
      ------------------------------------------

      The Company makes contractual mortality assurances to the variable
      annuity contract owners that the net assets of the separate accounts
      will not be affected by future variations in the actual life expectancy
      experience of the annuitants and the beneficiaries from the mortality
      assumptions implicit in the annuity contracts.  The Company makes
      periodic fund transfers to, or withdrawals from, the separate accounts
      for such actuarial adjustments for variable annuities that are in the
      benefit payment period.  For variable life insurance, the Company
      guarantees that the rates at which insurance charges and administrative
      fees are deducted from contract funds will not exceed contractual
      maximums.  The Company also guarantees that the death benefit will
      continue payable at the initial level regardless of investment
      performance so long as minimum premium payments are made.

      Reclassification

      Certain 1996 and 1995 amounts have been reclassified to conform to the
      1997 presentation.

2.    Investments
      -----------

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

      The amortized cost, gross unrealized gains and losses and fair values
      of investments in fixed maturities and equity securities at December
      31, 1997 are as follows:
<TABLE>
<CAPTION>

                                                        Gross      Gross
                                         Amortized   Unrealized  Unrealized      Fair
       Held to maturity                    Cost         Gains      Losses        Value
       ----------------                  ---------   ----------  ----------      -----

<S>                                        <C>          <C>      <C>         <C>       
       U.S. Government agency oblitations  $41,932      $ 2,950  $       --  $   44,881
       State and municipal obligations       9,684          568          --      10,252
       Corporate bonds and obligations   7,280,646      415,700       9,322   7,687,024
       Mortgage-backed securities        1,983,188       25,976       7,911   2,001,253
                                         ---------       ------       -----   ---------
                                        $9,315,450     $445,194     $17,233  $9,743,410
                                         =========      =======      ======   =========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                           Gross      Gross
                                            Amortized   Unrealized  Unrealized     Fair
       Available for sale                      Cost        Gains      Losses       Value
       ------------------                   ---------   ----------  ----------     -----

<S>                                       <C>          <C>         <C>             <C>    
       U.S. Government agency obligations $   65,291   $    4,154  $       --      $69,445
       State and municipal obligations        11,045        1,348          --       12,393
       Corporate bonds and obligations     5,308,129      232,761      30,198    5,510,692
       Mortgage-backed securities          7,130,565      160,478       6,879    7,284,164
                                           ---------      -------       -----    ---------
       Total fixed maturities             12,515,030      398,741      37,077   12,876,694
       Equity securities                       3,000          361          --        3,361
                                          ----------      -------      ------   ----------
                                         $12,518,030     $399,102     $37,077  $12,880,055
                                          ==========      =======      ======   ==========
</TABLE>


<PAGE>


2.    Investments (continued)
      -----------

      The amortized cost, gross unrealized gains and losses and fair values
      of investments in fixed maturities and equity securities at December
      31, 1996 are as follows:
<TABLE>
<CAPTION>

                                                                Gross      Gross
                                                 Amortized   Unrealized  Unrealized      Fair
       Held to maturity                            Cost         Gains      Losses        Value 
       ----------------                          ---------   ----------  ----------      ------ 

<S>                                            <C>             <C>        <C>        <C>       
       U.S. Government agency obligations      $   44,002      $    933   $  1,276   $   43,659
       State and municipal obligations              9,685           412         --       10,097
       Corporate bonds and obligations          8,057,997       356,687     47,639    8,367,045
       Mortgage-backed securities               2,124,695        21,577     45,423    2,100,849
                                               ----------       -------     ------   ----------
                                              $10,236,379      $379,609    $94,338  $10,521,650
                                               ==========       =======     ======   ==========
</TABLE>

<TABLE>
<CAPTION>

                                                                Gross      Gross
                                                 Amortized   Unrealized  Unrealized     Fair
       Available for sale                           Cost        Gains       Losses     Value
       ------------------                           ----        -----       ------     -----

<S>                                            <C>             <C>        <C>        <C>       
       U.S. Government agency obligations      $   77,944      $  2,607   $     96   $   80,455
       State and municipal obligations             11,032        1,336          --       12,368
       Corporate bonds and obligations          3,701,604      122,559      24,788    3,799,375
       Mortgage-backed securities               7,218,042      104,808      68,203    7,254,647
                                                ---------      -------      ------    ---------
       Total fixed maturities                  11,008,622      231,310      93,087   11,146,845
       Equity securities                            3,000          308          --        3,308
                                               ----------      -------      ------   ----------
                                              $11,011,622     $231,618     $93,087  $11,150,153
                                               ==========      =======      ======   ==========
</TABLE>


      The amortized cost and fair value of investments in fixed maturities at
      December 31, 1997 by contractual maturity are shown below.  Expected
      maturities will differ from contractual maturities because borrowers
      may have the right to call or prepay obligations with or without call
      or prepayment penalties.

<PAGE>

                                        Amortized         Fair
       Held to maturity                   Cost           Value
       ----------------                 ---------      --------

       Due in one year or less        $   356,597      $360,956
       Due from one to five years       1,536,239     1,619,875
       Due from five to ten years       4,337,547     4,577,552
       Due in more than ten years       1,101,879     1,183,774
       Mortgage-backed securities       1,983,188     2,001,253
                                        ---------     ---------
                                       $9,315,450    $9,743,410
                                        =========     =========

                                        Amortized        Fair
       Available for sale                 Cost           Value
                                        ---------        -----

       Due in one year or less          $ 162,663    $  164,012
       Due from one to five years         633,339       679,561
       Due from five to ten years       2,418,162     2,517,098
       Due in more than ten years       2,170,301     2,231,859
       Mortgage-backed securities       7,130,565     7,284,164
                                       ----------    ----------
                                      $12,515,030   $12,876,694
                                       ==========    ==========
<PAGE>


2.    Investments (continued)
      -----------

      During the years ended December 31, 1997, 1996 and 1995, fixed
      maturities classified as held to maturity were sold with amortized cost
      of $229,848, $277,527 and $333,508, respectively.  Net gains and losses
      on these sales were not significant.  The sale of these fixed
      maturities was due to significant deterioration in the issuers' credit
      worthiness.

      Fixed maturities available for sale were sold during 1997 with proceeds
      of $457,585 and gross realized gains and losses of $6,639 and $7,518,
      respectively.  Fixed maturities available for sale were sold during
      1996 with proceeds of $238,905 and gross realized gains and losses of
      $571 and $16,084, respectively. Fixed maturities available for sale
      were sold during 1995 with proceeds of $136,825 and gross realized
      gains and losses of $nil and $5,781, respectively.

      At December 31, 1997, bonds carried at $14,351 were on deposit with
      various states as required by law.

      At December 31, 1997, investments in fixed maturities comprised 83
      percent of the Company's total invested assets.  These securities are
      rated by Moody's and Standard & Poor's (S&P), except for securities
      carried at approximately $2.7 billion which are rated by American
      Express Financial Corporation internal analysts using criteria similar
      to Moody's and S&P.  A summary of investments in fixed maturities, at
      amortized cost, by rating on December 31 is as follows:
 
          Rating                   1997            1996
       ---------                 ---------      ---------
       Aaa/AAA                $ 9,195,619     $ 9,460,134
       Aaa/AA                          --           2,870
       Aa/AA                      232,451         241,914
       Aa/A                       246,792         192,631
       A/A                      2,787,936       2,949,895
       A/BBB                    1,200,345       1,034,661
       Baa/BBB                  5,226,616       4,531,515
       Baa/BB                     475,084         768,285
       Below investment grade   2,465,637       2,063,096
                                ---------       ---------
                              $21,830,480     $21,245,001
                               ==========      ==========

      At December 31, 1997, 95 percent of the securities rated Aaa/AAA are
      GNMA, FNMA and FHLMC mortgage-backed securities.  No holdings of any
      other issuer are greater than one percent of the Company's  total
      investments in fixed maturities.

      At December 31, 1997, approximately 14 percent of the Company's
      invested assets were mortgage loans on real estate.  Summaries of
      mortgage loans by region of the United States and by type of real
      estate are as follows:


<PAGE>

                                 December 31, 1997          December 31, 1996
                              ------------------------   -----------------------
                              On Balance   Commitments   On Balance  Commitments
           Region               Sheet      to Purchase     Sheet     to Purchase
       -------------          ----------   ------------  ----------  -----------
       East North Central   $  748,372     $  32,462    $  777,960     $  19,358
       West North Central      456,934        14,340       389,285        29,620
       South Atlantic          922,172        14,619       891,852        35,007
       Middle Atlantic         545,601        15,507       553,869        17,959
       New England             316,250         2,136       310,177        14,042
       Pacific                 184,917         3,204       190,770         4,997
       West South Central      125,227            --       105,173        11,246
       East South Central       60,274            --        75,176            --
       Mountain                297,545        28,717       236,597        11,401
                             ---------       -------     ---------       -------
                             3,657,292       110,985     3,530,859       143,630
       Less allowance for
       losses                   38,645            --        37,495            --
                             ---------       -------     ---------       -------
                            $3,618,647      $110,985    $3,493,364      $143,630
                             =========       =======     =========       =======

<PAGE>


2.    Investments (continued)
      -----------

                                 December 31, 1997          December 31, 1996
                            ------------------------   -------------------------
                            On Balance   Commitments   On Balance    Commitments
         Property type         Sheet     to Purchase      Sheet      to Purchase
       ---------------      ----------   -----------   ----------    -----------
       Department/retail    
       stores              $1,189,203      $  27,314    $1,154,179     $  68,032
       Apartments           1,089,127         16,576     1,119,352        23,246
       Office buildings       716,729         34,546       611,395        27,653
       Industrial buildings   295,889         21,200       296,944         6,716
       Hotels/motels          101,052             --        97,870         6,257
       Medical buildings       99,979          9,748        67,178         8,289
       Nursing/retirement
       homes                   72,359             --        88,226         1,877
       Mixed Use               71,007             --        73,120            --
       Other                   21,947          1,601        22,595         1,560
                            ---------        -------     ---------        ------
                            3,657,292        110,985     3,530,859       143,630
       Less allowance for
       losses                  38,645             --        37,495            --
                             ---------       -------     ---------       -------
                           $3,618,647       $110,985    $3,493,364      $143,630
                            =========        =======     =========       =======

      Mortgage loan fundings are restricted by state insurance regulatory
      authorities to 80 percent or less of the market value of the real
      estate at the time of origination of the loan.  The Company holds the
      mortgage document, which gives it the right to take possession of the
      property if the borrower fails to perform according to the terms of the
      agreement.  The fair value of the mortgage loans is determined by a
      discounted cash flow analysis using mortgage interest rates currently
      offered for mortgages of similar maturities.  Commitments to purchase
      mortgages are made in the ordinary course of business.  The fair value
      of the mortgage commitments is $nil.

      At December 31, 1997 and 1996, the Company's recorded investment in
      impaired loans was $45,714 and $79,441, respectively, with allowances
      of $9,812 and $16,162, respectively.  During 1997 and 1996, the average
      recorded investment in impaired loans was $61,870 and $74,338,
      respectively.

      The Company recognized $2,981, $4,889 and $5,014 of interest income
      related to impaired loans for the years ended December 31, 1997, 1996
      and 1995 respectively.


<PAGE>

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

                                          1997          1996        1995 
                                         ------        ------      ------ 
       Balance, January 1               $37,495       $37,340     $35,252
       Provision for investment losses    8,801        10,005      15,900
       Loan payoffs                      (3,851)       (4,700)    (11,900)
       Foreclosures                      (3,800)       (5,150)     (1,350)
       Other                                 --            --        (562)
                                         ------        ------      -------

       Balance, December 31             $38,645       $37,495     $37,340
                                         ======        ======      ======

      At December 31, 1997, the Company had commitments to purchase
      investments other than mortgage loans for $234,485.  Commitments to
      purchase investments are made in the ordinary course of business.  The
      fair value of these commitments is $nil.


<PAGE>

2.    Investments (continued)
      -----------

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

                                            1997           1996         1995
                                          ---------      ---------    ---------
       Interest on fixed maturities      $1,692,481     $1,666,929   $1,656,136
       Interest on mortgage loans           305,742        283,830      232,827
       Other investment income               25,089         43,283       35,936
       Interest on cash equivalents           5,914          5,754        5,363
                                          ---------      ---------    ---------
                                          2,029,226      1,999,796    1,930,262
       Less investment expenses              40,837         34,434       22,953
                                          ---------      ---------    ---------
                                         $1,988,389     $1,965,362   $1,907,309
                                          =========      =========    =========

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

                                     1997         1996         1995
                                    ------        -----        -----
       Fixed maturities           $ 16,115      $ 8,736     $  9,973
       Mortgage loans               (6,424)      (8,745)     (13,259)
       Other investments            (8,831)        (150)      (1,612)
                                   -------        -----      -------
                                  $    860      $  (159)    $ (4,898)
                                   =======        ======       ======

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

                                      1997           1996         1995 
                                     -------        -------      ------- 
       Fixed maturities available
         for sale                   $223,441      $(231,853)    $811,649
       Equity securities                  53            (52)       3,118

3.    Income taxes
      ------------

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

      The income tax expense consists of the following:

                                    1997           1996         1995
       Federal income taxes:
       Current                    $176,879       $260,357     $218,040
       Deferred                     19,982        (65,609)     (33,810)
                                   -------        --------     -------
                                   196,861        194,748      184,230
       State income taxes-current    9,803         12,390       11,612
                                   -------        -------      -------
       Income tax expense         $206,664       $207,138     $195,842
                                   =======        =======      =======


<PAGE>

3.    Income taxes (continued)
      ------------

      Increases (decreases) to the federal tax provision applicable to pretax
      income based on the statutory rate are attributable to:
<TABLE>
<CAPTION>

                                     1997               1996               1995
                               ----------------    ---------------   ---------------
                               Provision   Rate    Provision  Rate   Provision  Rate
                               ---------   ----    ---------  ----   ---------  ----
<S>                             <C>        <C>      <C>       <C>     <C>       <C>  
      Federal income
        taxes based on
        the statutory rate      $238,319   35.0%    $217,600  35.0%   $196,274  35.0%
      Increases (decreases)
      are attributable to:
      Tax-excluded interest
        and dividend income      (10,294)  (1.5)      (9,636) (1.5)     (8,524) (1.5)
      State Taxes, net of federal
         benefit                   6,372    0.9        8,053   1.3       7,548   1.3
      Low income housing
        credits                  (20,705)  (3.0)      (5,090) (0.8)       (861) (0.2)
      Other, net                  (7,028)  (1.0)      (3,789) (0.7)      1,405   0.3
                                 -------   -----     -------  ----     -------  ----
      Federal income taxes      $206,664   30.4%    $207,138  33.3%   $195,842  34.9%
                                 =======   ====      =======  ====     =======  ====
</TABLE>

      A portion of life insurance company income earned prior to 1984 was not
      subject to current taxation but was accumulated, for tax purposes, in a
      policyholders' surplus account.  At December 31, 1997, the Company had
      a policyholders' surplus account balance of $20,114.  The
      policyholders' surplus account is only taxable if dividends to the
      stockholder exceed the stockholder's surplus account or if the Company
      is liquidated.  Deferred income taxes of $7,040 have not been
      established because no distributions of such amounts are contemplated.

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

                                                  1997          1996
                                                  ----          ----
       Deferred tax assets:
       Policy reserves                          $748,204      $724,412
       Life insurance guarantee
          fund assessment reserve                 20,101        29,854
       Other                                       9,589         2,763
                                                 -------       -------
       Total deferred tax assets                 777,894       757,029
                                                 -------       -------


<PAGE>

       Deferred tax
       liabilities:
       Deferred policy acquisition costs        700,032      665,685
       Unrealized gain on investments           121,885       48,486
       Investments, other                        17,559        8,935
                                                -------      -------
       Total deferred tax liabilities           839,476      723,106
                                                -------      -------
       Net deferred tax (liabilities) assets   $(61,582)    $ 33,923
                                                 ======       ======

      The Company is required to establish a valuation allowance for any
      portion of the deferred tax assets that management believes will not be
      realized.  In the opinion of management, it is more likely than not
      that the Company will realize the benefit of the deferred tax assets
      and, therefore, no such valuation allowance has been established.


<PAGE>

4.    Stockholder's equity
      --------------------

      Retained earnings available for distribution as dividends to the parent
      are limited to the Company's surplus as determined in accordance with
      accounting practices prescribed by state insurance regulatory
      authorities.  Statutory unassigned surplus aggregated $1,468,677 as of
      December 31, 1997 and $1,261,592 as of December 31, 1996 (see Note 3
      with respect to the income tax effect of certain distributions).  In
      addition, any dividend distributions in 1998 in excess of approximately
      $331,480 would require approval of the Department of Commerce of the
      State of Minnesota.

      Statutory net income for the years ended December 31 and capital and
      surplus as of December 31 are summarized as follows:

                                           1997          1996          1995
                                        ----------    ----------    ----------
       Statutory net income             $  379,615    $  365,585    $  326,799
       Statutory capital and surplus     1,765,290     1,565,082     1,398,649
       surplus

5.    Related party transactions
      --------------------------

      The Company loans funds to American Express Financial Corporation under
      a collateral loan agreement.  The balance of the loan was $nil and
      $11,800 at December 31, 1997 and 1996, respectively.  This loan can be
      increased to a maximum of $75,000 and pays interest at a rate equal to
      the preceding month's effective new money rate for the Company's
      permanent investments.  Interest income on related party loans totaled
      $103, $780 and $1,371 in 1997, 1996 and 1995, respectively.

      The Company purchased a five year secured note from an affiliated
      company which was redeemed in 1996.  The interest rate on the note was
      8.42 percent.  Interest income on the above note totaled $1,637 and
      $1,937 in 1996 and 1995, respectively.
 
      The Company participates in the American Express Company Retirement
      Plan which covers all permanent employees age 21 and over who have met
      certain employment requirements.  Employer contributions to the plan
      are based on participants' age, years of service and total compensation
      for the year.  Funding of retirement costs for this plan complies with
      the applicable minimum funding requirements specified by ERISA.  The
      Company's share of the total net periodic pension cost was $201, $174
      and $155 in 1997, 1996 and 1995, respectively.

      The Company also participates in defined contribution pension plans of
      American Express Company which cover all employees who have met certain
      employment requirements.  Company contributions to the plans are a
      percent of either each employee's eligible compensation or basic
      contributions.  Costs of these plans charged to operations in 1997,
      1996 and 1995 were $1,245, $990 and $815, respectively.


<PAGE>

      The Company participates in defined benefit health care plans of AEFC
      that provide health care and life insurance benefits to retired
      employees and retired financial advisors.  The plans include
      participant contributions and service related eligibility
      requirements.  Upon retirement, such employees are considered to have
      been employees of AEFC.  AEFC expenses these benefits and allocates the
      expenses to its subsidiaries.  Accordingly, costs of such benefits to
      the Company are included in employee compensation and benefits and
      cannot be identified on a separate company basis.


<PAGE>

5.    Related party transactions (continued)
      --------------------------

      Charges by AEFC for use of joint facilities, marketing services and
      other services aggregated $414,155, $397,362 and $377,139 for 1997,
      1996 and 1995, respectively.  Certain of these costs are included in
      deferred policy acquisition costs.  In addition, the Company rents its
      home office space from AEFC on an annual renewable basis.

6.    Commitments and contingencies
      -----------------------------

      At December 31, 1997 and 1996, traditional life insurance and universal
      life-type insurance in force aggregated $74,730,720 and $67,274,354,
      respectively, of which $4,351,904 and $3,875,921 were reinsured at the
      respective year ends.  The Company also reinsures a portion of the
      risks assumed under disability income and long-term care policies.
      Under all reinsurance agreements, premiums ceded to reinsurers amounted
      to $60,495, $48,250 and $39,399 and reinsurance recovered from
      reinsurers amounted to $19,042, $15,612, and $14,088 for the years
      ended December 31, 1997, 1996 and 1995, respectively.  Reinsurance
      contracts do not relieve the Company from its primary obligation to
      policyholders.

      A number of lawsuits have been filed against life and health insurers
      in jurisdictions in which the Company and its subsidiaries do business
      involving insurers' sales practices, alleged agent misconduct, failure
      to properly supervise agents, and other matters.  In December 1996, an
      action of this type was brought against the Company and its parent,
      AEFC.  A second action was filed in March, 1997.  The plaintiffs
      purport to represent a class consisting of all persons who replaced
      existing Company policies with new Company policies from and after
      January 1, 1985.  The complaint puts at issue various alleged sales
      practices and misrepresentations, alleged breaches of fiduciary duties
      and alleged violations of consumer fraud statutes.  Plaintiffs seek
      damages in an unspecified amount and seek to establish a claims
      resolution facility for the determination of individual issues.  The
      Company and its parent believe they have meritorious defenses to the
      claims raised in the lawsuit.  The outcome of any litigation cannot be
      predicted with certainty.  In the opinion of management, however,  the
      ultimate resolution of the above lawsuit and others filed against the
      Company should not have a material adverse effect on the Company's
      consolidated financial position.

      The IRS routinely examines the Company's federal income tax returns,
      and is currently auditing the Company's returns for the 1990 through
      1992 tax years. Management does not believe there will be a material
      adverse effect on the Company's consolidated financial position as a
      result of this audit.

7.    Lines of credit
      ---------------

      The Company has an available line of credit with its parent aggregating
      $100,000.  The rate for the line of credit is the parent's cost of
      funds, ranging from 20 to 45 basis points over the established index.
      Borrowings outstanding under this agreement were $nil at
      December 31, 1997 and 1996.


<PAGE>

8.    Derivative financial instruments
      --------------------------------

      The Company enters into transactions involving derivative financial
      instruments to manage its exposure to interest rate risk and equity
      market risk, including hedging specific transactions.  The Company does
      not hold derivative instruments for trading purposes.  The Company
      manages risks associated with these instruments as described below.


<PAGE>

8.    Derivative financial instruments (continued)
      --------------------------------

      Market risk is the possibility that the value of the derivative
      financial instruments will change due to fluctuations in a factor from
      which the instrument derives its value, primarily an interest rate or
      equity market index.  The Company is not impacted by market risk
      related to derivatives held for non-trading purposes beyond that
      inherent in cash market transactions.  Derivatives held for purposes
      other than trading are largely used to manage risk and, therefore, the
      cash flow and income effects of the derivatives are inverse to the
      effects of the underlying transactions.

      Credit risk is the possibility that the counterparty will not fulfill
      the terms of the contract.  The Company monitors credit risk related to
      derivative financial instruments through established approval
      procedures, including setting concentration limits by counterparty, and
      requiring collateral, where appropriate.  A vast majority of the
      Company's counterparties are rated A or better by Moody's and Standard
      & Poor's.

      Credit risk related to interest rate caps and floors and index options
      is measured by the replacement cost of the contracts.  The replacement
      cost represents the fair value of the instruments.

      The notional or contract amount of a derivative financial instrument is
      generally used to calculate the cash flows that are received or paid
      over the life of the agreement.  Notional amounts are not recorded on
      the balance sheet.  Notional amounts far exceed the related credit risk.

      The  Company's holdings of derivative financial instruments are as
      follows:

                                 Notional     Carrying      Fair    Total Credit
       December 31, 1997          Amount       Amount       Value     Exposure
       -----------------         --------     --------      -----   ------------
       Assets:
         Interest rate caps   $ 4,600,000    $ 24,963    $ 15,665    $ 15,665
         Interest rate floors   1,000,000       1,561       4,551       4,551
         Put index options        221,984      11,120      11,120      11,120
       Liabilities:
         Call index options       221,984      (8,273)     (8,273)         --
       Off balance sheet:
         Interest rate swaps    1,267,000          --     (45,799)         --
                                ---------      ------      ------      ------
                                              $29,371    $(22,736)    $31,336
                                               ======      ======      ======

                                 Notional      Carrying     Fair    Total Credit
       December 31, 1996          Amount        Amount      Value     Exposure
       Assets:
         Interest rate caps    $4,000,000   $ 16,227      $  7,439   $  7,439
         Interest rate floors   1,000,000      2,041         4,341      4,341
       Off balance sheet:
         Interest rate swaps    1,000,000         --       (24,715)        --
                                ---------     ------       --------    ------
                                             $18,268      $(12,935)   $11,780
                                              ======        ======     ======


<PAGE>

      The fair values of derivative financial instruments are based on market
      values, dealer quotes or pricing models.  The interest rate caps and
      floors expire on various dates from 1998 to 2003.  The interest rate
      swaps expire on various dates from 2000 to 2003.  All put and call
      options expire in 1998.

      Interest rate caps, swaps and floors are used principally to manage the
      Company's interest rate risk.  These instruments are used to protect
      the margin between interest rates earned on investments and the
      interest rates credited to related annuity contract holders.


<PAGE>

8.    Derivative financial instruments (continued)
      --------------------------------

      Index options are used to manage the equity market risk related to the
      fee income that the Company receives from its separate accounts and the
      underlying mutual funds.  The amount of the fee income received is
      based upon the daily market value of the separate account and mutual
      fund assets.  As a result, the Company's fee income could be impacted
      significantly by changing economic conditions in the equity market.
      The Company entered into index option collars (combination of puts and
      calls) to hedge anticipated fee income for 1998 related to separate
      accounts and mutual funds which invest in equity securities. Testing
      has demonstrated the impact of these instruments on the income
      statement closely correlates with the amount of fee income the Company
      realizes.  In the event that testing demonstrates that this correlation
      no longer exists, or in the event the Company disposes of the index
      options collars, the instruments will be marked-to-market through the
      income statement.  At December 31, 1997, deferred gains on purchased
      put index options were $11,120 and deferred losses on written call
      index options were $8,273.

9.    Fair values of financial instruments
      ------------------------------------

      The Company discloses fair value information for most on- and
      off-balance sheet financial instruments for which it is practicable to
      estimate that value.  Fair values of life insurance obligations and all
      non-financial instruments, such as deferred acquisition costs are
      excluded.  Off-balance sheet intangible assets, such as the value of
      the field force, are also excluded.  Management believes the value of
      excluded assets and liabilities is significant.  The fair value of the
      Company, therefore, cannot be estimated by aggregating the amounts
      presented.
<TABLE>
<CAPTION>

                                                 1997                         1996
                                         ------------------          ---------------------
                                         Carrying      Fair          Carrying        Fair
       Financial Assets                   Amount       Value          Amount         Value
       ----------------                  --------     ------         -------         -----
<S>                                    <C>          <C>            <C>          <C>        
       Investments:
         Fixed maturities (Note 2):
           Held to maturity            $9,315,450   $9,743,410     $10,236,379  $10,521,650
           Available for sale          12,876,694   12,876,694      11,146,845   11,146,845
         Mortgage loans on
           real estate (Note 2)         3,618,647    3,808,570       3,493,364    3,606,077
         Other:
           Equity securities (Note 2)       3,361        3,361           3,308        3,308
           Derivative financial
             instruments (Note 8)          37,644       31,336          18,268       11,780
           Other                           82,347       85,383          63,993       66,242
       Cash and
         cash equivalents (Note 1)         19,686       19,686         224,603      224,603
       Separate account assets
         (Note 1)                      23,214,504   23,214,504      18,535,160   18,535,160


<PAGE>

       Financial Liabilities
         Future policy benefits
           for fixed annuities         20,731,052   19,882,302      20,641,986   19,721,968
           Derivative financial
             instruments (Note 8)          (8,273)     (54,072)             --      (24,715)
         Separate account liabilities  21,488,282   20,707,620      17,358,087   16,688,519
</TABLE>



<PAGE>

9.    Fair values of financial instruments (continued)
      ------------------------------------

      At December 31, 1997 and 1996, the carrying amount and fair value of
      future policy benefits for fixed annuities exclude life
      insurance-related contracts carried at $1,185,155 and $1,112,155,
      respectively, and policy loans of $93,540 and $83,867, respectively.
      The fair value of these benefits is based on the status of the
      annuities at December 31, 1997 and 1996.  The fair value of deferred
      annuities is estimated as the carrying amount less any applicable
      surrender charges and related loans.  The fair value for annuities in
      non-life contingent payout status is estimated as the present value of
      projected benefit payments at rates appropriate for contracts issued in
      1997 and 1996.

      At December 31, 1997 and 1996, the fair value of liabilities related to
      separate accounts is estimated as the carrying amount less any
      applicable surrender charges and less variable insurance contracts
      carried at $1,726,222 and $1,177,073, respectively.

10.   Segment information
      -------------------

      The Company's operations consist of two business segments; first,
      individual and group life insurance, disability income and long-term
      care insurance, and second, annuity products designed for individuals,
      pension plans, small businesses and employer-sponsored groups.  The
      consolidated condensed statements of income for the years ended
      December 31, 1997, 1996 and 1995 and total assets at December 31, 1997,
      1996 and 1995 by segment are summarized as follows:

<TABLE>
<CAPTION>

                                               1997           1996            1995
<S>                                       <C>            <C>             <C>        
       Net investment income:
       Life, disability income
         and long-term care insurance     $   269,874    $   262,998     $   256,242
       Annuities                            1,718,515      1,702,364       1,651,067
                                            ---------      ---------       ---------
                                          $ 1,988,389    $ 1,965,362     $ 1,907,309
                                            =========      =========       =========
       Premiums, charges and fees:
       Life, disability income
         and long-term care insurance     $   514,838    $   448,389     $   384,008
       Annuities                              374,274        308,873         249,557
                                              -------        -------         -------
                                          $   889,112    $   757,262     $   633,565
                                              =======        =======         =======
       Income before income taxes:
       Life, disability income
         and long-term care insurance     $   178,717    $   161,115     $   125,402
       Annuities                              501,334        460,758         440,278
       Net gain (loss) on investments             860           (159)         (4,898)
                                              -------        -------         -------
                                          $   680,911    $   621,714     $   560,782
                                              =======        =======         =======

<PAGE>

       Total assets:
       Life, disability income
         and long-term care insurance     $ 8,193,796    $ 7,028,906     $ 6,195,870
       Annuities                           44,780,328     40,277,075      36,704,208
                                           ----------     ----------      ----------
                                          $52,974,124    $47,305,981     $42,900,078
                                           ==========     ==========      ==========
</TABLE>


<PAGE>

      Allocations of net investment income and certain general expenses are
      based on various assumptions and estimates.

      Assets are not individually identifiable by segment and have been
      allocated principally based on the amount of future policy benefits by
      segment.

      Capital expenditures and depreciation expense are not material, and
      consequently, are not reported.

11.   Year 2000 Issue (unaudited)
      ---------------

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

      A comprehensive review of AEFC's computer systems and business
      processes, including those specific to the Company, has been conducted to
      identify the major systems that could be affected by the Year 2000
      issue.  Steps are being taken to resolve any potential problems including
      modification to existing software and the purchase of new software.  These
      measures are scheduled to be completed and tested on a timely basis.
      AEFC's goal is to complete internal remediation and testing of each
      system by the end of 1998 and to continue compliance efforts through
      1999.

      AEFC is evaluating the Year 2000 readiness of advisors and other third
      parties whose system failures could have an impact on the Company's
      operations.  The potential materiality of any such impact is not known at
      this time.

 

<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 30363C,
               filed  electronically as Exhibit 4.1 to Post-Effective  Amendment
               No. 5 to  Registration  Statement  No.  33-28976 is  incorporated
               herein by reference.

        4.2    Copy of Non-tax qualified Group Annuity Certificate, Form 30360C,
               filed electronically as Exhibit 4.2 to Post-Effective Amendment
               No. 5 to Registration Statement No. 33-28976 is incorporated
               herein by reference.

        4.3    Copy of Endorsement No. 30340C-GP to the Group Annuity Contract
               filed electronically as Exhibit 4.3 to Post-Effective Amendment
               No. 5 to Registration Statement No. 33-28976 is incorporated
               herein by reference.
<PAGE>

        4.4    Copy of Endorsement No. 30340C to the Group Annuity Certificate
               filed electronically as Exhibit 4.4 to Post-Effective Amendment
               No. 5 to Registration Statement No. 33-28976 is incorporated
               herein by reference.

        4.5    Copy of Tax qualified Group Annuity Contract,  Form 30369C, filed
               electronically herewith.

        4.6    Copy of Tax  qualified  Group Annuity  Certificate,  Form 30368C,
               filed electronically herewith.

        4.7    Copy  of  Group  IRA  Annuity   Contract,   Form  30372C,   filed
               electronically herewith.

        4.8    Copy  of  Group  IRA  Annuity  Certificate,  Form  30371C,  filed
               electronically herewith.

        4.9    Copy of  Non-tax  qualified  Individual  Annuity  Contract,  Form
               30365D, filed electronically herewith.

        4.10   Copy of Endorsement No. 30379 to the Individual Annuity Contract,
               filed electronically herewith.

        4.11   Copy of Tax qualified  Individual Annuity Contract,  Form 30370C,
               filed electronically herewith.

        4.12   Copy of  Individual  IRA Annuity  Contract,  Form  30373C,  filed
               electronically herewith.

        5.     Copy of Opinion of Counsel regarding legality of Contracts, dated
               Oct. 3, 1990, filed electronically as Exhibit 5 to Post-Effective
               Amendment No. 5 to Registration Statement No. 33-28976 is
               incorporated herein by reference.

        6.-20. Not applicable.

        21.    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.

        22. Not applicable.

        23. Consent of Independent Auditors, filed electronically herewith.

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

        24.2  Power of  Attorney,  dated  April 9,  1998,  filed  electronically
              herewith.
<PAGE>

25.-27.      Not applicable.

(b)    Financial Statement Schedules

       Schedule I    -   Consolidated Summary of Investments Other than
                         Investments in Related Parties

       Schedule III  -   Supplementary Insurance Information
       Schedule IV   -   Reinsurance
       Schedule V    -   Valuation and Qualifying Accounts

       Report of Independent Auditors dated February 5, 1998.

       All other schedules to the consolidated  financial statements required by
Article 7 of Regulation S-X are not required under the related  instructions  or
are inapplicable and, therefore, have been omitted.

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,

        (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,

        (3)    that  all   post-effective   amendments   will  comply  with  the
               applicable  forms,  rules and  regulations  of the  Commission in
               effect at the time such post-effective amendments are filed, and

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

<PAGE>

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, IDS Life Insurance
Company has duly caused this  Registration  Statement  to be signed on behalf of
the Registrant by the  undersigned,  thereunto  duly  authorized in this City of
Minneapolis, and State of Minnesota on the 14th day of April, 1998.

                                                  IDS Life Insurance Company

                                                         (Registrant)

                                                  By IDS Life Insurance Company

                                                  By /s/ James A. Mitchell*

                                                         James A. Mitchell

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 14th day of April, 1998.

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
    Paul F. Kolkman                          President

/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

/s/ Philip C. Wentzel**                      Vice President and Controller
    Philip C. Wentzel

<PAGE>

*Signed   pursuant  to  Power  of  Attorney   dated  August  19,   1997,   filed
electronically herewith as Exhibit 24.1 for IDS Life Insurance Company (IDS Life
Account MGA).

**Signed pursuant to Power of Attorney dated April 9, 1998, filed electronically
herewith as Exhibit 24.2 for IDS Life Insurance Company (IDS Life Account MGA).

By:



__________________________________
Bruce A. Kohn




<PAGE>

Report of Independent Auditors


The Board of Directors
IDS Life Insurance Company

We have audited the  consolidated  financial  statements  of IDS Life  Insurance
Company as of December 31, 1997 and 1996, and for each of the three years in the
period  ended  December  31,  1997,  and have  issued our report  thereon  dated
February 5, 1998 (included elsewhere in this Registration Statement). Our audits
also included the financial statement schedules listed in the index to financial
statement  schedules of this  Registration  Statement.  These  schedules are the
responsibility of the Company's management.  Our responsibility is to express an
opinion based on our audits.

In our opinion,  the  financial  statement  schedules  referred to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
present fairly, in all material respects, the information set forth therein.



                                                              
Ernst & Young LLP
Minneapolis, Minnesota
February 5, 1998




<PAGE>

<TABLE>
<CAPTION>
IDS LIFE INSURANCE COMPANY
SCHEDULE I - CONSOLIDATED SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES ($ thousands)
AS OF DECEMBER 31, 1997



- -----------------------------------------------------------------------------------------------------
Column A                                         Column B              Column C         Column D

Type of Investment                                 Cost                 Value        Amount at which
                                                                                       shown in the
                                                                                       balance sheet
- -----------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>           <C>           
Fixed maturities:
    Held to maturity:
        United States Government and
          government agencies and
          authorities (a)                    $    1,829,112          $ 1,846,833   $    1,829,112
        States, municipalities and
           political subdivisions                     9,684               10,252            9,684
        All other corporate bonds (b)             7,476,654            7,886,325        7,476,654
                                               ------------           ----------       ----------
              Total held to maturity              9,315,450            9,743,410        9,315,450

    Available for sale:
        United States Government and
          government agencies and
          authorities (c)                         6,798,425            6,944,942        6,944,942
        States, municipalities and
           political subdivisions                    11,045               12,393           12,393
        All other corporate bonds (d)             5,705,560            5,919,359        5,919,359
                                               ------------           ----------       ----------
              Total available for sale           12,515,030           12,876,694       12,876,694

Mortgage loans on real estate                     3,618,647            XXXXXXXXX        3,618,647
Policy loans                                        498,874            XXXXXXXXX          498,874
Other investments                                   318,591            XXXXXXXXX          318,591
                                               ------------                            ----------

              Total investments              $   26,266,592          $ XXXXXXXXX     $ 26,628,256
                                               ============           ==========       ==========

(a) - Includes mortgage-backed securities with a cost and market value of $1,787,180 and $1,801,952,
           respectively.
(b) - Includes mortgage-backed securities with a cost and market value of $196,008 and $199,301,
           respectively.
(c) - Includes mortgage-backed securities with a cost and market value of $6,733,134 and $6,875,498,
           respectively.
(d) - Includes mortgage-backed securities with a cost and market value of $397,431 and $408,667,
           respectively.
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($
thousands)
FOR THE YEAR ENDED DECEMBER 31, 1997

    Column A      Column B     Column C   Column D    Column E     Column F  Column G   Column H     Column I    Column J   Column K

    Segment       Deferred      Future    Unearned  Other policy   Premium     Net     Benefits,   Amortization   Other     Premiums
                   policy       policy    premiums   claims and    revenue  investment  claims,    of deferred  operating    written
                 acquisition   benefits,              benefits                income   losses and    policy     expenses*
                    cost        losses,               payable                          settlement  acquisition
                              claims and                                                expenses      costs
                                 loss
                               expenses
- -----------------------------------------------------------------------------------------------------------------------------------

<S>             <C>          <C>          <C>         <C>       <C>        <C>          <C>          <C>          <C>               
Annuities       $ 1,453,441  $ 22,009,747 $      -    $ 35,007  $       -  $1,718,515   $  1,720     $229,729     $262,680       N/A



Life, DI, and
Long-term Care
Insurance         1,026,136     4,027,289        -     33,338     206,494     269,874    209,955       93,002       13,916       N/A


- -----------------------------------------------------------------------------------------------------------------------------------
Total           $ 2,479,577  $ 26,037,036 $      -    $ 68,345  $ 206,494 $ 1,988,389  $ 211,675     $322,731     $276,596       N/A

- -----------------------------------------------------------------------------------------------------------------------------------
*Allocations of net investment income and other operating expenses are based on various assumptions and estimates.

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1996

    Column A     Column B      Column C  Column D    Column E    Column F   Column G    Column H    Column I      Column J  Column K

    Segment      Deferred      Future    Unearned  Other policy  Premium      Net       Benefits,  Amortization    Other    Premiums
                  policy       policy    premiums   claims and  revenue    investment   claims,     of deferred  operating  written
                 acquisition  benefits,              benefits                income    losses and    policy       expenses*
                   cost        losses,                payable                          settlement   acquisition
                              claims and                                                 expenses     costs
                                loss
                               expenses
- ------------------------------------------------------------------------------------------------------------------------------------

<S>           <C>           <C>          <C>        <C>          <C>         <C>         <C>         <C>          <C>               
Annuities     $  1,398,025  $ 21,838,008 $       -  $    50,137  $        -  $1,702,364  $    2,724  $   189,645  $ 180,942      N/A



Life, DI, and
Long-term 
Care Insurance      932,780    3,811,034          -       33,497     182,921     262,998     187,486       88,960     80,526     N/A

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

Total         $  2,330,805  $ 25,649,042 $       -  $    83,634  $  182,921  $1,965,362  $  190,210  $   278,605  $ 261,468      N/A

- ------------------------------------------------------------------------------------------------------------------------------------
*Allocations of net investment income and other operating expenses are based on various assumptions and estimates.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1995

    Column A      Column B     Column C    Column D    Column E    Column F   Column G    Column H    Column I    Column J  Column K

    Segment      Deferred     Future       Unearned  Other policy  Premium      Net       Benefits,  Amortization Other     Premiums
                  policy      policy       premiums   claims and  revenue    investment   claims,     of deferred operating  written
                 acquisition benefits,                benefits                income     losses and    policy     expenses*
                   cost       losses,                 payable                            settlement   acquisition
                              claims and                                                  expenses     costs
                               loss
                               expenses
- ------------------------------------------------------------------------------------------------------------------------------------

<S>            <C>         <C>          <C>        <C>           <C>        <C>         <C>         <C>          <C>                
Annuities      $ 1,227,169 $ 21,404,836 $       -  $     28,191  $       -  $1,651,067  $    2,693  $   189,626  $  166,191      N/A



Life, DI, 
and Long-term 
Care Insurance     798,556    3,613,253          -        28,132    161,530     256,242     164,749       90,495      45,451     N/A


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

Total          $ 2,025,725 $ 25,018,089 $       -  $     56,323  $ 161,530  $1,907,309  $  167,442  $   280,121  $  211,642      N/A

- ------------------------------------------------------------------------------------------------------------------------------------
*Allocations of net investment income and other operating expenses are based on various assumptions and estimates.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

IDS LIFE INSURANCE COMPANY
SCHEDULE IV - REINSURANCE ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
- --------------------------------------------------------------------------------------------------
         Column A            Column B      Column C       Column D       Column E    Column F
 
                           Gross amount  Ceded to other Assumed from         Net    % of amount
                                          companies   other companies      Amount  assumed to net
- ---------------------------------------------------------------------------------------------------
 
<S>                      <C>            <C>            <C>            <C>             <C>  
For the year ended
  December 31, 1997
 
Life insurance in force  $ 73,119,122   $ 4,351,904    $ 1,611,596    $ 70,378,814    2.29%
- -------------------------------------------------------------------------------------------
 
Premiums:
  Life insurance         $     55,094   $     3,124    $       503    $     52,473    0.96%
  DI & LTC insurance          196,799        42,778             --         154,021    0.00%
- -------------------------------------------------------------------------------------------
Total premiums           $    251,893   $    45,902    $       503    $    206,494    0.24%
- -------------------------------------------------------------------------------------------
 
For the year ended
  December 31, 1996

Life insurance in force  $ 65,571,173   $ 3,875,921    $ 1,703,181    $ 63,398,433    2.69%
- -------------------------------------------------------------------------------------------
 
Premiums:
  Life insurance         $     54,111   $     3,253    $       545    $     51,403    1.06%
  DI & LTC insurance          164,561        33,043             --         131,518    0.00%
- -------------------------------------------------------------------------------------------
Total premiums           $    218,672   $    36,296    $       545    $    182,921    0.30%
- -------------------------------------------------------------------------------------------
 
For the year ended
  December 31, 1995
 
Life insurance in force  $ 57,895,180   $ 3,771,204    $ 1,788,352    $ 55,912,328    3.20%
- -------------------------------------------------------------------------------------------
 
Premiums:
  Life insurance         $     53,089   $     2,648    $      (248)   $     50,193   -0.49%
  DI & LTC insurance          137,016        25,679             --         111,337    0.00%
- -------------------------------------------------------------------------------------------
Total premiums           $    190,105   $    28,327    $      (248)   $    161,530   -0.15%
- -------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
IDS LIFE INSURANCE COMPANY
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
- ------------------------------------------------------------------------------------------------------  
      Column A                Column B       Column C                        Column D       Column E
 
                                                  Additions
                                                  ---------
                             Balance at                    Charged to
Description                  Beginning     Charged to     Other Accounts-   Deductions-  Balance at End
                             of Period   Costs & Expenses    Describe        Describe *     of Period
- -------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>               <C>            <C>           <C>    
For the year ended
  December 31, 1997
- ----------------------------
Reserve for Mortgage Loans    $37,495         $8,801            $0             $7,651        $38,645
Reserve for Other Investments $3,963          $2,100            $0                 $0         $6,063
 
For the year ended
  December 31, 1996
- ----------------------------
Reserve for Mortgage Loans    $37,340        $10,005            $0             $9,850        $37,495
Reserve for Other Investments $4,713           ($750)           $0                 $0         $3,963
 
For the year ended
  December 31, 1995
- ----------------------------
Reserve for Mortgage Loans    $35,252        $15,900            $0            $13,812       $37,340
Reserve for Other Investments $7,515         ($2,802)           $0                 $0        $4,713
 
 
* 1997, 1996 and 1995 amounts represent $7,651, $9,850, and $13,812, respectively, for loan
  payoffs and foreclosures.
</TABLE>





<PAGE>

IDS Life Account MGA
Registration No. 33-28976

                                  EXHIBIT INDEX

Exhibit      4.5    Tax qualified Group Annuity Contract Form 30369C

Exhibit      4.6    Tax qualified Group Annuity Certificate Form 30368C

Exhibit      4.7    Group IRA Annuity Contract Form 30372C

Exhibit      4.8    Group IRA Annuity Certificate Form 30371C

Exhibit      4.9    Non-tax qualified Individual Annuity Contract Form 30365D

Exhibit      4.10   Endorsement No. 30379 to the Individual Annuity Contract

Exhibit      4.11   Tax qualified Individual Annuity Contract Form 30370C

Exhibit      4.12   Individual IRA Annuity Contract, Form 30373C

Exhibit      23     Consent of Independent Auditors

Exhibit      24.1   Power of Attorney dated August 19, 1997

Exhibit      24.2   Power of Attorney dated April 9, 1998



<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:       Bank of New England - Old Colony, N.A., Trustee
Contract Number:       30369C-GP1

Contract Date:         November 23, 1990

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:

/s/ James A. Mitchell
    James A. Mitchell

Secretary:

/s/ William A. Stoltzmann
    William A. Stoltzmann

30369C

<PAGE>

                                    CONTRACT DATA

GROUP CONTRACTHOLDER:      Bank of New England -         GROUP
                           Old Colony, N.A.,             CONTRACT
                           Trustee of the Market         NUMBER:     30369C-GP1
                           Value Annuity Trust

                             Surrender Charge Percentage
                   (Applied to Market Adjusted Value Surrendered)

Guarantee      Participant's Certificate Years as measured from the

Period         beginning of a Guarantee Period

               1       2      3       4      5       6      7       8

1 Year         1%

2 Years        2%      1%

3 Years        3%      2%     1%

4 Years        4%      3%     2%      1%

5 Years        5%      4%     3%      2%     1%

6 Years        6%      5%     4%      3%     2%      1%

7 Years        7%      6%     5%      4%     3%      2%     1%

8 Years        8%      7%     6%      5%     4%      3%     2%      1%

9 Years        8%      7%     6%      5%     4%      3%     2%      1%

10 Years       8%      7%     6%      5%     4%      3%     2%      1%

For renewal guarantee periods, the surrender charge percentages will be based on
the lesser of:

        1.     The length of the new guarantee period, or

        2.  The  number  of  years  remaining   until  the  eighth   certificate
anniversary.

There are no surrender charges on the last day of a guarantee period.

There will never be surrender charges beyond the eighth certificate anniversary.

30369C

<PAGE>
<TABLE>
<CAPTION>
<S>                                   <C>
Guide to Contract Provisions

Definitions                           Important words and meanings/Page 4

The Annuity Contract                  Entire contract; Modification; Incontestability;
                                      Misstatement of birthdate/Page 6

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

Cash Surrender Value,                 How the market  adjusted value is determined; and Market Adjusted Value
                                      Surrender of the certificate for the cash surrender value;
                                      TSA prohibited distributions; Annual statement of
                                      value/Page 10

Annuity Payment Plans                 When annuity payments begin; Different ways to receive
                                      annuity payments/Page 14

Table of Settlement Rates             Table showing monthly annuity payment amounts for the
                                      various plans/Page 16
</TABLE>

30369C

<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.

owner

The owner of the certificate. The owner may be someone other than the annuitant.
The  owner is shown in the  enrollment  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.

30369C

<PAGE>

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 less any applicable surrender charge.

written request

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

settlement

The application of the market adjusted 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.

TSA

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

30369C

<PAGE>

The Annuity Contract

What is the entire contract?

The entire  contract  consists of this Group  Contract,  the  application of the
Group  Contractholder,  which  is  attached  to  the  Group  Contract,  and  the
enrollment applications.

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.

In  issuing  the  certificates,  we  have  relied  upon  the  applications.  The
statements  contained  in  the  applications  are,  in  the  absence  of  fraud,
considered  representations and not warranties. No statements made in connection
with the applications will be used by us to void the contract or to deny a claim
unless that statement is part of the applications.

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.

We reserve the right to modify this contract to the extent  necessary to qualify
a certificate  issued under this  contract,  if purchased as part of a qualified
plan under  Section 401 or 403 of the Code,  or  purchased as part of a deferred
compensation  plan  under  Section  457 of the  Code,  as part of such a plan as
described in Sections 401, 403 or 457 of the Code or under any other  applicable
section of the Code.

When will the certificate become incontestable?

After the certificate has been in force during the annuitant's  lifetime for two
years from the date of issue, we cannot contest the certificate.

What if the annuitant's birthdate has been misstated?

If the annuitant's birthdate has been misstated,  payments under the certificate
will be based on what would have been  provided  at the correct  birthdate.  Any
underpayments  made by us will be made up immediately.  Any overpayments made by
us will be subtracted from the future payments.

30369C

<PAGE>

What laws govern the contract?

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.

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.

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
the applicable 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  custodian  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,  the  owner  may  transfer  ownership  of the  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.

30369C

<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:

1. the greater of the market adjusted value or the purchase payment adjusted for
any  surrenders  (if death  occurred  before the  annuitant  attaining  age 75);
otherwise

2. the market  adjusted value (if death occurred on or after the annuitant's age
75).

The market  adjusted  value will be determined as of the date on which due proof
of death is received at our home office.

The above  amount  will be  payable  in a lump sum upon  receipt of due proof 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 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 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.

30369C

<PAGE>

Who is the beneficiary?

The  beneficiary or  beneficiaries  are as named in the  enrollment  application
unless the owner has since changed 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  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 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  the  date  we  deliver  the
certificate.  It must  be  paid or  mailed  to us at our  home  office  or to an
authorized agent.

30369C

<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  30368)  for the time  remaining  in the  certificate's  current
guarantee period; and

30369C

<PAGE>

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
                                             (1 + ic + .0025)(N + t)

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
                                      30368) 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 less a surrender  charge.
The surrender charge is based on the amount surrendered and the certificate year
in which the surrender is made. The schedule of surrender charges is shown under
certificate data in the certificate.

<PAGE>

After the first  certificate  anniversary,  surrender  charges will not apply to
surrenders of amounts totalling up to 10% of the certificate  accumulation value
as of the last certificate anniversary.

What are the rules for a surrender or partial surrender?

The amount  surrendered and any applicable  market value adjustment or surrender
charge 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 home office before we pay the total cash surrender value.

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  403(b) 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.

30369C

<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 surrender  charge and 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.

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 home office.

The settlement date cannot be earlier or later than such date as may be required
or permitted by law or the applicable retirement plan.

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.

        30369C

<PAGE>

        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 over the life 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.

        c.     any annuity  payment plan  selected  must also,  if selected by a
               non-spouse   beneficiary,   meet  the  incidental  death  benefit
               requirements under the Code.

30369C

<PAGE>

If at least 30 days before the settlement  date we have not received at our home
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.

What will be the amount of the monthly annuity payments?

The amount of each monthly  annuity  payment for each $1,000 of market  adjusted
value  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 upon 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  dates.  Adjusted age
means the age on the annuitant's nearest birthday minus an "adjustment" based on
the calendar year of birth of the annuitant as follows:

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

30369C

<PAGE>

Amount of Each Monthly Annuity Payment Per $1,000 Applied
<TABLE>
<CAPTION>

            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         4.84       4.83       4.80       4.74       4.71       55         4.07       4.20       4.34       4.47       4.58
56         4.92       4.91       4.87       4.81       4.77       56         4.10       4.25       4.40       4.53       4.65
57         5.00       4.99       4.95       4.88       4.85       57         4.15       4.30       4.45       4.60       4.72
58         5.09       5.08       5.03       4.96       4.92       58         4.19       4.35       4.52       4.67       4.80
59         5.19       5.17       5.12       5.04       5.00       59         4.24       4.41       4.58       4.75       4.89
60         5.29       5.27       5.22       5.12       5.09       60         4.28       4.47       4.65       4.83       4.98
61         5.40       5.38       5.32       5.21       5.18       61         4.34       4.53       4.73       4.92       5.07
62         5.52       5.50       5.42       5.30       5.27       62         4.39       4.60       4.81       5.01       5.18
63         5.65       5.62       5.53       5.39       5.37       63         4.45       4.67       4.90       5.11       5.29
64         5.78       5.75       5.65       5.49       5.48       64         4.51       4.75       4.99       5.21       5.41
65         5.92       5.89       5.77       5.58       5.59       65         4.58       4.83       5.09       5.33       5.53
66         6.08       6.03       5.90       5.69       5.71       66         4.65       4.92       5.19       5.45       5.67
67         6.24       6.19       6.04       5.79       5.83       67         4.72       5.01       5.30       5.58       5.81
68         6.42       6.36       6.19       5.90       5.97       68         4.80       5.11       5.42       5.72       5.97
69         6.61       6.54       6.34       6.01       6.11       69         4.89       5.21       5.55       5.88       6.14
70         6.81       6.74       6.50       6.12       6.26       70         4.98       5.33       5.69       6.04       6.33
71         7.04       6.95       6.67       6.22       6.42       71         5.07       5.45       5.85       6.22       6.52
72         7.28       7.17       6.84       6.33       6.59       72         5.18       5.58       6.01       6.41       6.74
73         7.54       7.41       7.02       6.44       6.77       73         5.29       5.72       6.19       6.62       6.97
74         7.83       7.67       7.21       6.54       6.97       74         5.41       5.88       6.38       6.84       7.22
75         8.14       7.95       7.40       6.64       7.17       75         5.53       6.04       6.58       7.09       7.49
 ___________________________________________________________________________________________________________

*Adjusted age of annuitant.

 ___________________________________________________________________________________________________________

The table above is based on the "1983  Individual  Annuitant  Mortality Table A"
assuming an interest rate of 4% 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 4% 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                  $10.06              17                  $6.71               24           $5.35
       11                    9.31              18                   6.44               25            5.22
       12                    8.69              19                   6.21               26            5.10
       13                    8.17              20                   6.00               27            5.00
       14                    7.72              21                   5.81               28            4.90
       15                    7.34              22                   5.64               29            4.80
       16                    7.00              23                   5.49               30            4.72
___________________________________________________________________________________________________________  
30369C
</TABLE>

<PAGE>
                       APPLICATION FOR GROUP ANNUITY CONTRACT

1.   Full legal name of Applicant-Contractholder: Bank of New England - old
     Colony, N.A., Trustee

     Principal Office 58 Weybosset Street, Providence, Rhode Island 02940-9666
                           (Street)          (City)        (State)      (Zip)

2.   Nature of  Business  Trustee  under  Trust  Agreement
     dated  November  20,  1990 by and  between  IDS  Life
     Insurance Company and Bank of New England Old Colony, N.A.

3.   Eligibility  Requirements  Refer to  eligibility
     requirements   detailed  on  the  back  of  this application

4.   Requested Effective Date  November 23, 1990

5.   Remarks: Group annuity contract is to be issued on a 'tax-qualified' basis
     Form 30369C

Receipt of a current annuity prospectus is acknowledged.

Dated at Providence , State of Rhode Island , Date November 23 , 1990 .

Witness  Joanne Chacon   Applicant  Bank of New England - Old Colony, N.A.,
Trustee

                                by  /s/ Jim M. Nagle
                                Title  Private Banking Officer II

30364

<PAGE>

ELIGIBILITY REQUIREMENTS

Participating Groups:

Any group may be  included  under the  Contract  as a  Participating  Group upon
agreement between IDS Life, the Contractholder and the Group; provided that such
inclusion is not contrary to any applicable laws or regulations.  Such inclusion
shall be as evidenced by a Participating Group's application.

The Contractholder may act for and on behalf of any and all of the Participating
Groups in all matters  pertaining  to the  Contract;  and every act taken by the
Contractholder,  or  notice  given by IDS Life to the  Contractholder  or by the
Contractholder to IDS Life, shall be binding on all Participating Groups.

Eligible Persons:

Each  eligible   Participant  of  a  Participating  Group,  as  defined  in  the
Participating Group's Application,  and any other person who becomes a Member of
the Trust held by the  Contractholder  is eligible to apply for annuity benefits
under the  Contract  if, at the time of  application,  he or she:  is within the
eligibility age limits established by IDS Life for those applying; is a resident
or citizen  of the United  States of  America;  and is not a resident  of Puerto
Rico,  a  foreign  country  or a place  which  will not  allow IDS Life to offer
annuity benefits under the Contract.

30364

<PAGE>

                                  APPOINTMENT OF AND ACCEPTANCE
                                       AS SUCCESSOR TRUSTEE

THIS  APPOINTMENT OF AND ACCEPTANCE AS SUCCESSOR  TRUSTEE,  made and dated as of
the 27th day of March, 1991, by and among BANK OF NEW ENGLAND-OLD  COLONY,  N.A.
("Old  Trustee"),  CITIZENS TRUST COMPANY ("New Trustee") and IDS LIFE INSURANCE
COMPANY ("Settlor");

     WHEREAS,  Old  Trustee  currently  is acting as Trustee  for the benefit of
Settlor pursuant to the:

     Trust u/a IDS Life Insurance Company dated November 20, 1990
     k/a The Market Value Annuity Group Trust

between Old Trustee and the Settlor (the "Trust Agreement"); and

     WHEREAS, Old Trustee, pursuant to said Trust Agreement, has resigned as
     Trustee, and

     WHEREAS, Settlor desires that New Trustee replace Old Trustee as Trustee.

     NOW, THEREFORE, it is agreed as follows:

     1.  Settlor  hereby  appoints  New  Trustee,  or if  required by said Trust
Agreement,  Settlor  recommends that Old Trustee hereby designate New Trustee as
Successor  Trustee under the Trust Agreement and Old Trustee in response to this
recommendation designates CITIZENS TRUST COMPANY.

     2. New Trustee,  in accordance with the provisions of said Trust Agreement,
hereby agrees to said  appointment as Successor  Trustee and accepts the duties,
trusts and responsibilities of the Trustee under the Trust Agreement,  but shall
not be  responsible  for any action or any failure to take action of Old Trustee
under the Trust Agreement prior to the date hereof.

     3. Old Trustee hereby assigns,  transfers and conveys unto New Trustee,  as
successor  Trustee  under the Trust  Agreement,  without  warranty  and  without
recourse,  all right, title and interest of Old Trustee in, to and under any and
all policies,  contracts,  instruments and other  property,  tangible as well as
intangible, held by Old Trustee under said Trust Agreement.

     4. Old Trustee agrees that as of the effective date of this appointment and
acceptance Old Trustee's  authority to act as Trustee under the Trust  Agreement
hereby ceases and  terminates  and Old Trustee shall  execute,  acknowledge  and
deliver such instruments of conveyance,  and further assurance and do such other
things  as may  reasonably  be  required  for fully and  certainly  vesting  and
confirming in the New Trustee all the trusts,  powers and duties under the Trust
Agreement and property held by Old Trustee under the Trust  Agreement and (after
payment of or  reservation  for its fees,  and expenses as  Trustee,)  shall pay
over, assign, and deliver to the New Trustee any money or other property subject
to the trusts and conditions of the Trust Agreement.

<PAGE>

     5. Old  Trustee is released  from  further  responsibility  under the Trust
Agreement.

     6. This Appointment and Acceptance shall be effective on March 27, 1991.

     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Appointment  and
Acceptance to be executed on their behalf.

CITIZENS TRUST COMPANY Agent for
BANK OF NEW ENGLAND - OLD
COLONY, N.A.                                      IDS LIFE INSURANCE COMPANY
         Old Trustee                                       Settlor

BY: /s/ Jim M. Nagle 3/27/91                    BY: /s/   Roger P. Husemoller
                                                          Roger P. Husemoller

TITLE: Authorized Officer                             TITLE:  Vice President -
                                                          ------------------
                                                      Institutional Insurance
                                                      Products

CITIZENS TRUST COMPANY
    New Trustee

BY: /s/ Richard S. Moore
TITLE:  Vice President



<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.

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

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.

President:

/s/ Richard W. Kling
    Richard W. Kling

Secretary:

/s/ William A. Stoltzmann
    William A. Stoltzmann

30368C

<PAGE>

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

30368C                                                              (9/90)

<PAGE>

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

===========================================================================

Definitions                           Important words and meanings/Page 3

The Annuity Contract                  Entire contract; Modification;
                                      Incontestability; Misstatement of
                                      birthdate/Page 4

Owner                                 Owner's rights; Trust/Custodial ownership;
                                      Change of ownership restricted/Page 4

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

                                      Page 5

Purchase Payment                      Payment of the purchase payment/Page 5

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/Page 6

Annuity Payment Plans                 When annuity payments begin; Different
                                      ways to receive annuity payments/Page 8

Table of Settlement Rates             Table showing monthly annuity payment
                                      amounts for the various plans/Page 9

30368C

<PAGE>

                              CERTIFICATE DATA

GROUP CONTRACTHOLDER:        CITIZENS BANK OF                GROUP
                             RHODE ISLAND                    CONTRACT
                             AS TRUSTEE OF THE               NUMBER: 30368C-GP1

                             MARKET VALUE ANNUITY
                             GROUP TRUST

GROUP ANNUITY CERTIFICATE OWNER:                            John Doe
PURCHASE PAYMENT:                                           $100,000.00
INITIAL GUARANTEE RATE:                                      8.00%
INITIAL GUARANTEE PERIOD:                                    5 Years
ACCUMULATION VALUE AT END OF INITIAL GUARANTEE PERIOD:      $146,932.81

                               Surrender Charge Percentage
                       (Applied  to  Market  Adjusted  Value  Surrendered)

Guarantee      Contract  Years  as  measured  from  the  beginning  of  a

Period         Guarantee  Period

               1       2      3       4      5       6      7       8

  1 Year       1%

  2 Years      2%      1%

  3 Years      3%      2%     1%

  4 Years      4%      3%     2%      1%

  5 Years      5%      4%     3%      2%     1%

  6 Years      6%      5%     4%      3%     2%      1%

  7 Years      7%      6%     5%      4%     3%      2%     1%

  8 Years      8%      7%     6%      5%     4%      3%     2%      1%

  9 Years      8%      7%     6%      5%     4%      3%     2%      1%

 10 Years      8%      7%     6%      5%     4%      3%     2%      1%

30368C

<PAGE>

For renewal guarantee periods, the surrender charge percentages will be based on
the lesser of:

        1.    The  length  of  the  new  guarantee  period,  or
        2.    The  number  of  years  remaining  until  the  eighth  certificate

              anniversary.

There are no surrender charges on the last day of a guarantee period. There will
never be surrender charges beyond the eighth certificate anniversary.

ANNUITANT:                                   John Doe
CERTIFICATE NUMBER:                          XXX-XXXXXX
CERTIFICATE DATE:                            December 6, 1990
CERTIFICATE SETTLEMENT DATE:                 December 6, 2010

30368C

<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 is shown in the enrollment 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.

30368C

<PAGE>

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 less any applicable surrender charge.

30368C

<PAGE>

written request

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

settlement

The application of the market adjusted 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.

TSA

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

30368C

<PAGE>

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

===========================================================================

What is the entire contract?

The entire contract consists of the Group Contract, the application of the Group
Contractholder,  which is attached  to the Group  Contract,  and the  enrollment
application.

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.

In  issuing  this  certificate,  we  have  relied  upon  the  applications.  The
statements  contained  in  the  applications  are,  in  the  absence  of  fraud,
considered  representations and not warranties. No statements made in connection
with the  applications  will be used by us to void the  certificate or to deny a
claim unless that statement is part of the applications.

Can the contract be modified?

The  contract  may be modified by a written  agreement  with the  contractholder
signed by one of our corporate officers (President, Vice President, Secretary or
Assistant  Secretary).  No  modification  will affect the amount or term of your
certificate  unless it is  required  to conform  the  contract to any Federal or
State statutes.

We reserve the right to modify the contract to the extent necessary to qualify a
certificate issued under the contract,  if purchased as part of a qualified plan
under  Section  401 or 403 of the  Code,  or  purchased  as part  of a  deferred
compensation  plan  under  Section  457 of the  Code,  as part of such a plan as
described in Sections 401, 403 or 457 of the Code or under any other  applicable
section of the Code.

When will the certificate become incontestable?

After this certificate has been in force during the annuitant's lifetime for two
years from the date of issue, we cannot contest the certificate.

30368C

<PAGE>

What if the annuitant's birthdate has been misstated?

If the annuitant's birthdate has been misstated, payments under this certificate
will be based on what would have been  provided  at the correct  birthdate.  Any
underpayments  made by us will be made up immediately.  Any overpayments made by
us will be subtracted from the future payments.

What laws govern this contract?

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

30368C

<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 the applicable 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.

30368C

<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:

1.      the greater of the market adjusted value or the purchase  payment
        adjusted for any surrenders (if death occurred before the annuitant's
        attaining age 75); otherwise

2. the market adjusted value (if death occurred on or after age 75).

The market  adjusted  value will be determined as of the date on which due proof
of death is received at our home office.

The above  amount  will be  payable  in a lump sum upon  receipt of due proof 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 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 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.

30368C

<PAGE>

Who is the  beneficiary?

The  beneficiary or  beneficiaries  are as named in the  enrollment  application
unless  you have  since  changed  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 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 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 home office or to an authorized agent.

30368C

<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.

30368C

<PAGE>

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 30368) 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
                                      (1 + ic + .0025)(N + t)

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
                                      30368) 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

30368C

<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 less a surrender  charge.
The surrender charge is based on the amount surrendered and the certificate year
in which the surrender is made. The schedule of surrender charges is shown under
certificate data.

After the first  certificate  anniversary,  surrender  charges will not apply to
surrenders of amounts totaling up to 10% of the certificate  accumulation  value
as of the last certificate anniversary.

What are the rules for a surrender or partial surrender?

The amount  surrendered and any applicable  market value adjustment or surrender
charge 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 home 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:

30368C

<PAGE>

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 403(b) 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 surrender  charge and 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.

30368C

<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 home office.

The settlement date cannot be earlier or later than such date as may be required
or permitted by law or the applicable retirement plan.

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.

30368C

<PAGE>

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.      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 over the life 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.

        c.     any annuity  payment plan  selected  must also,  if selected by a
               non-spouse   beneficiary,   meet  the  incidental  death  benefit
               requirements under the Code.

If at least 30 days before the settlement  date we have not received at our home
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.

30368C

<PAGE>

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.

30368C

<PAGE>

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

===========================================================================

What will be the amount of the monthly annuity payments?

The amount of each monthly  annuity  payment for each $1,000 of market  adjusted
value  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 upon 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  dates.  Adjusted age
means the age on the annuitant's nearest birthday minus an "adjustment" based on
the calendar year of 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

30368C

<PAGE>
<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
<S>       <C>        <C>      <C>      <C>        <C>      <C>   <C>      <C>       <C>        <C>          <C>                   
- -----------------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------------
55          4.84     4.83     4.80     4.74       4.71     55    4.07     4.20       4.34        4.47          4.58               
56          4.92     4.91     4.87     4.81       4.77     56    4.10     4.25       4.40        4.53          4.65
57          5.00     4.99     4.95     4.88       4.85     57    4.15     4.30       4.45        4.60          4.72
58          5.09     5.08     5.03     4.96       4.92     58    4.19     4.35       4.52        4.67          4.80
59          5.19     5.17     5.12     5.04       5.00     59    4.24     4.41       4.58        4.75          4.89
60          5.29     5.27     5.22     5.12       5.09     60    4.28     4.47       4.65        4.83          4.98
61          5.40     5.38     5.32     5.21       5.18     61    4.34     4.53       4.73        4.92          5.07
62          5.52     5.50     5.42     5.30       5.27     62    4.39     4.60       4.81        5.01          5.18
63          5.65     5.62     5.53     5.39       5.37     63    4.45     4.67       4.90        5.11          5.29
64          5.78     5.75     5.65     5.49       5.48     64    4.51     4.75       4.99        5.21          5.41
65          5.92     5.89     5.77     5.58       5.59     65    4.58     4.83       5.09        5.33          5.53
66          6.08     6.03     5.90     5.69       5.71     66    4.65     4.92       5.19        5.45          5.67
67          6.24     6.19     6.04     5.79       5.83     67    4.72     5.01       5.30        5.58          5.81
68          6.42     6.36     6.19     5.90       5.97     68    4.80     5.11       5.42        5.72          5.97
69          6.61     6.54     6.34     6.01       6.11     69    4.89     5.21       5.55        5.88          6.14
70          6.81     6.74     6.50     6.12       6.26     70    4.98     5.33       5.69        6.04          6.33
71          7.04     6.95     6.67     6.22       6.42     71    5.07     5.45       5.85        6.22          6.52
72          7.28     7.17     6.84     6.33       6.59     72    5.18     5.58       6.01        6.41          6.74
73          7.54     7.41     7.02     6.44       6.77     73    5.29     5.72       6.19        6.62          6.97
74          7.83     7.67     7.21     6.54       6.97     74    5.41     5.88       6.38        6.84          7.22
75          8.14     7.95     7.40     6.64       7.17     75    5.53     6.04       6.58        7.09          7.49
- -----------------------------------------------------------------------------------------------------------------------------------
*Adjusted age of annuitant

- -----------------------------------------------------------------------------------------------------------------------------------
The table above is based on the "1983  Individual  Annuitant  Mortality Table A"
assuming an interest rate of 4% 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 4% per
year compounded annually.
</TABLE>
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
Plan E Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied

- -----------------------------------------------------------------------------------------------------------------------------------
    <S>              <C>               <C>             <C>            <C>              <C>              
    Years            Monthly           Years           Monthly        Years            Monthly                                  
    Payable          Payment           Payable         Payment        Payable          Payment
    -------         -------           -------          -------        -------          -------
       10              $10.06            17              $6.71          24               $5.35
       11               9.31             18               6.44          25                5.22
       12               8.69             19               6.21          26                5.10
       13               8.17             20               6.00          27                5.00
       14               7.72             21               5.81          28                4.90
       15               7.34             22               5.64          29                4.80
       16               7.00             23               5.49          30                4.72
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

30368C

<PAGE>

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

===========================================================================


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

AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

30368C



<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:       Bank of New England - Old Colony, N.A., Trustee
Contract Number:       30372C-GP1
Contract Date:         November 23, 1990

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:

/s/ James A. Mitchell
    James A. Mitchell

Secretary:

/s/ William A. Stoltzmann
    William A. Stoltzmann

30372C


<PAGE>


                                    CONTRACT DATA

GROUP CONTRACTHOLDER:              Bank of New England -    GROUP
                                   Old Colony, N.A.,        CONTRACT
                                   Trustee of the Market    NUMBER: 30372C-GP1
                                   Value Annuity Trust

                       Surrender Charge Percentage
               (Applied to Market Adjusted Value Surrendered)

Guarantee      Participant's Certificate Years as measured from the

Period         beginning of a Guarantee Period

               1       2      3       4      5       6      7       8

1 Year         1%

2 Years        2%      1%

 3 Years                              3%     2%      1%

4 Years        4%      3%     2%      1%

5 Years        5%      4%     3%      2%     1%

6 Years        6%      5%     4%      3%     2%      1%

7 Years        7%      6%     5%      4%     3%      2%     1%

8 Years        8%      7%     6%      5%     4%      3%     2%      1%

9 Years        8%      7%     6%      5%     4%      3%     2%      1%

10 Years       8%      7%     6%      5%     4%      3%     2%      1%

For renewal guarantee periods, the surrender charge percentages will be based on
the lesser of:

        1.     The length of the new guarantee period, or

        2.  The  number  of  years  remaining   until  the  eighth   certificate
anniversary.

There are no surrender charges on the last day of a guarantee period.

There will never be surrender charges beyond the eighth certificate anniversary.

30372C

<PAGE>

Guide to Contract Provisions

Definitions

Important words and meanings/Page 4

The Annuity Contract

Entire contract; Modification; Incontestability; Misstatement of birthdate or
sex/Page 6

Contractholder and Owner

Contractholder; Owner's rights; Owner's right to examine certificate for 7 days;
Change of ownership; /Page 7

Beneficiary and Payments to Beneficiary

Who is the beneficiary; Change of beneficiary; Payments to beneficiary/Page 9

Purchase Payment

Payment of the purchase payment/Page 11

Accumulation  Value,  Cash Surrender  Value,  and Market  Adjusted Value How the
accumulation  value is  determined;  Surrender of the  certificate  for the cash
surrender value;  How the market adjusted value is determined;  Annual statement
of value/Page 12

Annuity Payment Plans

When annuity payments begin; Different ways to receive annuity payments/Page 16

Table of Settlement Rates

Table showing monthly annuity payment amounts for the various plans/Page 18

30372C

<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.

owner

The owner of the certificate. The owner may be someone other than the annuitant.
The  owner is shown in the  enrollment  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.

30372C

<PAGE>

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 less any applicable surrender charge.

written request

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

settlement

The application of the market adjusted 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 the contract.

IRA

An Individual Retirement Annuity as described in Section 408 of the Code.

30372C

<PAGE>

The Annuity Contract

What is the entire contract?

The entire  contract  consists of this Group  Contract,  the  application of the
Group  Contractholder,  which  is  attached  to  the  Group  Contract,  and  the
enrollment applications.  The Group Contract is for the exclusive benefit of the
IRA annuitants and beneficiaries.

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.

In  issuing  the  certificates,  we  have  relied  upon  the  applications.  The
statements  contained  in  the  applications  are,  in  the  absence  of  fraud,
considered  representations and not warranties. No statements made in connection
with the applications will be used by us to void the contract or to deny a claim
unless that statement is part of the applications.

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 of 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.

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 of
the Code or in any other applicable section of the Code.

When will the certificate become incontestable?

After the certificate has been in force during the annuitant's  lifetime for two
years from the date of issue, we cannot contest the certificate.

What if the annuitant's birthdate or sex has been misstated?

If the  annuitant's  birthdate  or sex has been  misstated,  payments  under the
certificate  will be based on what  would  have  been  provided  at the  correct
birthdate and sex. Any underpayments made by us will be made up immediately. Any
overpayments made by us will be subtracted from the future payments.

30372C

<PAGE>

What laws govern the contract?

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.

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.

What is the certificate owner's right to examine the certificate for seven days?

If for any reason the owner is not satisfied with the certificate, the owner may
return it to us or our agent within  seven days after the owner  receives it. We
will then cancel the  certificate  and refund all  purchase  payments  the owner
made. The certificate will then be considered void from the start.

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

If the owner is a tax qualified trust or tax qualified  custodial account,  then
the owner's 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.  The owner  owns the  certificate  for the
exclusive benefit of the annuitant or his or her beneficiary.

Can 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
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 the owner's former
spouse,  if any, under a divorce decree or written  instrument  incident to such
divorce.

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.

30372C

<PAGE>

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.

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:

1.      the greater of the market adjusted value or the purchase payment
        adjusted for surrenders (if death occurred before the annuitant's
        attaining age 75); otherwise

2.      the market  adjusted value (if death occurred on or after the
        annuitant's age 75).

The market  adjusted  value will be determined as of the date on which due proof
of death is received at our home office.

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 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.

30372C

<PAGE>

To whom are 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?

The  beneficiary or  beneficiaries  are as named in the  enrollment  application
unless the owner has since changed 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.  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 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 a rollover IRA  contribution  or a combination  rollover and
active IRA  contribution as defined in and limited by the Code. It is payable to
us on or before the date we deliver the  certificate.  It must be paid or mailed
to us at our home office or to an authorized agent.

30372C

<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 30371) 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.

30372C

<PAGE>

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
                                      (1 + ic + .0025) (N + t)

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
                                      30371) 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 less a surrender  charge.
The surrender charge is based on the amount surrendered and the certificate year
in which the surrender is made. The schedule of surrender charges is shown under
certificate data in the certificate.

30372C

<PAGE>

After the first  certificate  anniversary,  surrender  charges will not apply to
surrenders of amounts totalling up to 10% of the certificate  accumulation value
as of the last certificate anniversary.

What are the rules for a surrender or partial surrender?

The amount  surrendered and any applicable  market value adjustment or surrender
charge 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 home 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.  Separate  records are maintained for the interest of each IRA participant.
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 surrender  charge and 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.

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.

30372C

<PAGE>

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 home 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 owner 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 the
        certificate,   including  the  ability  to  satisfy  such   distribution
        requirements from other individual retirement accounts and/or individual
        retirement annuities that the owner 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 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.

30372C

<PAGE>

        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  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 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.

     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 home
office  the  owner's  written  request to select a plan,  we will make  payments
according  to plan B with  payments  guaranteed  of 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.

30372C

<PAGE>

Table of Settlement Rates

What will be the amount of the monthly annuity payments?

The amount of each monthly  annuity  payment for each $1,000 of market  adjusted
value  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 upon 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
dates.  Adjusted age means the age on the annuitant's  nearest birthday minus an
"adjustment" based on the calendar year of birth of the annuitant as follows:

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

30372C

<PAGE>
<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    5.29   4.84  5.26  4.83   5.20   4.80    5.09   4.74   5.05   4.71   55  4.11     4.27     4.45   4.62    4.79
56    5.39   4.92  5.36  4.91   5.29   4.87    5.17   4.81   5.13   4.77   56  4.15     4.32     4.51   4.70    4.88 
57    5.49   5.00  5.47  4.99   5.38   4.95    5.25   4.88   5.21   4.85   57  4.19     4.37     4.57   4.77    4.96
58    5.61   5.09  5.58  5.08   5.48   5.03    5.33   4.96   5.30   4.92   58  4.24     4.43     4.64   4.85    5.06
59    5.73   5.19  5.70  5.17   5.59   5.12    5.42   5.04   5.40   5.00   59  4.28     4.49     4.71   4.94    5.16
60    5.86   5.29  5.82  5.27   5.70   5.22    5.51   5.12   5.50   5.09   60  4.34     4.55     4.79   5.03    5.27
61    6.00   5.40  5.96  5.38   5.82   5.32    5.60   5.21   5.60   5.18   61  4.39     4.62     4.87   5.13    5.38
62    6.16   5.52  6.10  5.50   5.95   5.42    5.69   5.30   5.72   5.27   62  4.45     4.69     4.96   5.24    5.50
63    6.32   5.65  6.26  5.62   6.08   5.53    5.79   5.39   5.83   5.37   63  4.51     4.77     5.06   5.35    5.64
64    6.49   5.78  6.42  5.75   6.21   5.65    5.89   5.49   5.96   5.48   64  4.57     4.85     5.16   5.48    5.78
65    6.68   5.92  6.60  5.89   6.35   5.77    5.98   5.58   6.09   5.59   65  4.64     4.94     5.27   5.61    5.93
66    6.88   6.08  6.78  6.03   6.50   5.90    6.08   5.69   6.23   5.71   66  4.71     5.03     5.38   5.75    6.09
67    7.09   6.24  6.98  6.19   6.65   6.04    6.18   5.79   6.38   5.83   67  4.79     5.13     5.51   5.90    6.27
68    7.31   6.42  7.18  6.36   6.81   6.19    6.28   5.90   6.53   5.97   68  4.87     5.24     5.64   6.06    6.46
69    7.56   6.61  7.40  6.54   6.97   6.34    6.37   6.01   6.69   6.11   69  4.96     5.35     5.78   6.24    6.66
70    7.82   6.81  7.64  6.74   7.14   6.50    6.47   6.12   6.86   6.26   70  5.06     5.47     5.94   6.43    6.87
71    8.09   7.04  7.88  6.95   7.31   6.67    6.55   6.22   7.04   6.42   71  5.16     5.60     6.10   6.63    7.11
72    8.39   7.28  8.14  7.17   7.48   6.84    6.64   6.33   7.23   6.59   72  5.26     5.74     6.28   6.84    7.36
73    8.71   7.54  8.41  7.41   7.65   7.02    6.72   6.44   7.43   6.77   73  5.38     5.89     6.47   7.08    7.62
74    9.05   7.83  8.70  7.67   7.83   7.21    6.80   6.54   7.64   6.97   74  5.50     6.05     6.68   7.33    7.91
75    9.41   8.14  9.00  7.95   8.00   7.40    6.87   6.64   7.86   7.17   75  5.63     6.22     6.90   7.60    8.22

*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 4% 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 4% per year compounded annually.
<TABLE>
<CAPTION>

Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
     <S>                 <C>                 <C>                 <C>                 <C>          <C>          
     Years               Monthly             Years               Monthly             Years        Monthly
     Payable             Payment             Payable             Payment             Payable      Payment
     -------             -------             -------             -------             -------      -------
       10                  $10.06            17                  $6.71               24           $5.35
       11                    9.31            18                   6.44               25            5.22
       12                    8.69            19                   6.21               26            5.10
       13                    8.17            20                   6.00               27            5.00
       14                    7.72            21                   5.81               28            4.90
       15                    7.34            22                   5.64               29            4.80
       16                    7.00            23                   5.49               30            4.72

</TABLE>

30372C

<PAGE>
                           APPOINTMENT OF AND ACCEPTANCE
                                AS SUCCESSOR TRUSTEE

     THIS APPOINTMENT OF AND ACCEPTANCE AS SUCCESSOR TRUSTEE,  made and dated as
of the 27th day of March,  1991,  by and among BANK OF NEW  ENGLAND-OLD  COLONY,
N.A.  ("Old  Trustee"),  CITIZENS  TRUST  COMPANY  ("New  Trustee") and IDS LIFE
INSURANCE COMPANY ("Settlor");

     WHEREAS,  Old  Trustee  currently  is acting as Trustee  for the benefit of
Settlor pursuant to the:

     Trust u/a IDS Life Insurance Company dated November 20, 1990 k/a The
     Market Value Annuity Group Trust

between Old Trustee and the Settlor (the "Trust Agreement"); and

     WHEREAS, Old Trustee, pursuant to said Trust Agreement, has resigned as
Trustee, and

     WHEREAS, Settlor desires that New Trustee replace Old Trustee as Trustee.

     NOW, THEREFORE, it is agreed as follows:

     1.  Settlor  hereby  appoints  New  Trustee,  or if  required by said Trust
Agreement,  Settlor  recommends that Old Trustee hereby designate New Trustee as
Successor  Trustee under the Trust Agreement and Old Trustee in response to this
recommendation designates CITIZENS TRUST COMPANY.

     2. New Trustee,  in accordance with the provisions of said Trust Agreement,
hereby agrees to said  appointment as Successor  Trustee and accepts the duties,
trusts and responsibilities of the Trustee under the Trust Agreement,  but shall
not be  responsible  for any action or any failure to take action of Old Trustee
under the Trust Agreement prior to the date hereof.

     3. Old Trustee hereby assigns,  transfers and conveys unto New Trustee,  as
successor  Trustee  under the Trust  Agreement,  without  warranty  and  without
recourse,  all right, title and interest of Old Trustee in, to and under any and
all policies,  contracts,  instruments and other  property,  tangible as well as
intangible, held by Old Trustee under said Trust Agreement.

     4. Old Trustee agrees that as of the effective date of this appointment and
acceptance Old Trustee's  authority to act as Trustee under the Trust  Agreement
hereby ceases and  terminates  and Old Trustee shall  execute,  acknowledge  and
deliver such instruments of conveyance,  and further assurance and do such other
things  as may  reasonably  be  required  for fully and  certainly  vesting  and
confirming in the New Trustee all the trusts,  powers and duties under the Trust
Agreement and property held by Old Trustee under the Trust  Agreement and (after
payment of or  reservation  for its fees,  and expenses as  Trustee,)  shall pay
over, assign, and deliver to the New Trustee any money or other property subject
to the trusts and conditions of the Trust Agreement.

30372C

<PAGE>

     5. Old  Trustee is released  from  further  responsibility  under the Trust
Agreement.

     6. This Appointment and Acceptance shall be effective on March 27, 1991.

     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Appointment  and
Acceptance to be executed on their behalf.

CITIZENS TRUST COMPANY Agent for

BANK OF NEW ENGLAND - OLD COLONY,                     IDS LIFE INSURANCE
N.A                                                   COMPANY
              Old Trustee                                      Settlor

BY: /s/ Jim M. Nagle  3/27/91                     BY:  /s/ Roger P. Husemoller
                                                           Roger P. Husemoller

TITLE:   Authorized Officer                       TITLE:   Vice President -
                                                         ------------------
                                                           Institutional
                                                           Insurance Products

CITIZENS TRUST COMPANY

         New Trustee
BY: /s/ Richard S. Moore

TITLE:  Vice President

30372C

<PAGE>

                       APPLICATION FOR GROUP ANNUITY CONTRACT

1.  Full legal name of Applicant-Contractholder:  Bank of New England -

    Old Colony, N.A.,
Trustee

    Principal Office  58 Weybosset Street, Providence, Rhode Island 02940-9666

            (Street)                (City)           (State)            (Zip)

2.     Nature  of  Business  Trustee  under  Trust
       Agreement  dated  November  20, 1990 by and
       between IDS Life Insurance Company and Bank
       of New England - Old Colony, N.A.

3.     Eligibility Requirements Refer to
       eligibility requirements detailed
       on the back of this application.

4.  Requested Effective Date  November 23, 1990

5.  Remarks:  This group annuity contract is to be issued on an 'IRA' basis
                      Form 30372C

Receipt of a current annuity prospectus is acknowledged.

Dated at   Providence  , State of   Rhode Island  ,

Date   November 23  , 1990 .

Witness /s/ Joanne Chaco'n   Applicant  Bank of New England - Old Colony, N.A.
                                                              Trustee

                              by  /s/  Jim M. Nagle
                           Title    Private Banking Officer II

30364

<PAGE>

ELIGIBILITY REQUIREMENTS

Participating Groups:

Any group may be  included  under the  Contract  as a  Participating  Group upon
agreement between IDS Life, the Contractholder and the Group; provided that such
inclusion is not contrary to any applicable laws or regulations.  Such inclusion
shall be as evidenced by a Participating Group's application.

The Contractholder may act for and on behalf of any and all of the Participating
Groups in all matters  pertaining  to the  Contract;  and every act taken by the
Contractholder,  or  notice  given by IDS Life to the  Contractholder  or by the
Contractholder to IDS Life, shall be binding on all Participating Groups.

Eligible Persons:

Each  eligible   Participant  of  a  Participating  Group,  as  defined  in  the
Participating Group's Application,  and any other person who becomes a Member of
the Trust held by the  Contractholder  is eligible to apply for annuity benefits
under the  Contract  if, at the time of  application,  he or she:  is within the
eligibility age limits established by IDS Life for those applying; is a resident
or citizen  of the United  States of  America;  and is not a resident  of Puerto
Rico,  a  foreign  country  or a place  which  will not  allow IDS Life to offer
annuity benefits under the Contract.

30364



===========================================================================
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.

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

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.

President:

/s/ Richard W. Kling
    Richard W. Kling

Secretary:

/s/ William A. Stoltzmann
    William A. Stoltzmann

<PAGE>

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

30371C                                                        (9/90)


<PAGE>


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

===========================================================================
<TABLE>
<CAPTION>
<S>                                   <C>
Definitions                           Important words and meanings/Page 3

The Annuity Contract                  Entire contract; Modification; Incontestability;
                                      Misstatement of birthdate or sex/Page 4

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

Beneficiary and Payments              Who is the beneficiary; Change of beneficiary;
to Beneficiary                        Payments to beneficiary/Page 5

Purchase Payment                      Payment of the purchase payment/Page 5

Accumulation  Value,  How the accumulation  value is determined;  Cash Surrender
Value,  Surrender  of the  certificate  for the cash and Market  Adjusted  Value
surrender value; How the market adjusted value

                                      is determined; Annual statement of value/Page 6-7

Annuity Payment Plans                 When annuity payments begin; Different ways to
                                      receive annuity payments/Page 8

Table of Settlement Rates             Table showing monthly annuity payment amounts
                                      for the various plans/Page 9

30371C
</TABLE>

<PAGE>

                              CERTIFICATE DATA

GROUP CONTRACTHOLDER:         CITIZENS BANK OF              GROUP
                              RHODE ISLAND                  CONTRACT
                              AS TRUSTEE OF THE             NUMBER: 30371C-GP1
                              MARKET VALUE ANNUITY 
                              GROUP TRUST

GROUP ANNUITY CERTIFICATE OWNER:                               John Doe
PURCHASE PAYMENT:                                             $100,000.00
INITIAL GUARANTEE RATE:                                           8.00%
INITIAL GUARANTEE PERIOD:                                         5 Years
ACCUMULATION VALUE AT END OF INITIAL GUARANTEE PERIOD:        $146,932.81

                              Surrender Charge Percentage
                       (Applied to Market Adjusted Value Surrendered)

Guarantee      Contract Years as measured from the beginning of a

Period         Guarantee Period

               1       2      3       4      5       6      7       8

  1 Year       1%

  2 Years      2%      1%

  3 Years      3%      2%     1%

  4 Years      4%      3%     2%      1%

  5 Years      5%      4%     3%      2%     1%

  6 Years      6%      5%     4%      3%     2%      1%

  7 Years      7%      6%     5%      4%     3%      2%     1%

  8 Years      8%      7%     6%      5%     4%      3%     2%      1%

  9 Years      8%      7%     6%      5%     4%      3%     2%      1%

 10 Years      8%      7%     6%      5%     4%      3%     2%      1%

30371C

<PAGE>

For renewal guarantee periods, the surrender charge percentages will be based on
the lesser of:

         1.    The  length  of  the  new  guarantee  period,  or
         2.    The  number  of  years  remaining  until  the  eighth

               certificate anniversary.

There are no surrender charges on the last day of a guarantee period. There will
never be surrender charges beyond the eighth certificate anniversary.

ANNUITANT:                                           John Doe
CERTIFICATE NUMBER:                                  XXX-XXXXXX
CERTIFICATE DATE:                                    December 6, 1990
CERTIFICATE SETTLEMENT DATE:                         December 6, 2010

30371C

<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 the certificate. The owner may be someone other than the annuitant.
The  owner is shown in the  enrollment  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.

30371C

<PAGE>

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 less any applicable surrender charge.

written request

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

settlement

The application of the market adjusted 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 of the Code.

30371C

<PAGE>

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

===========================================================================

What is the entire contract?

The entire contract consists of the Group Contract, the application of the Group
Contractholder,  which is attached  to the Group  Contract,  and the  enrollment
application.  The  Group  Contract  is for  the  exclusive  benefit  of the  IRA
annuitants and beneficiaries.

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.

In  issuing  this  certificate,  we  have  relied  upon  the  applications.  The
statements  contained  in  the  applications  are,  in  the  absence  of  fraud,
considered  representations and not warranties. No statements made in connection
with the  applications  will be used by us to void the  certificate or to deny a
claim unless that statement is part of the applications.

Can the contract be modified?

The  contract  may be modified by a written  agreement  with the  contractholder
signed by one of our corporate officers (President, Vice President, Secretary or
Assistant  Secretary).  No  modification  will affect the amount or term of your
certificate  unless it is  required  to conform  the  contract to any Federal or
State statutes.

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 of
the Code or in any other applicable section of the Code.

When will the certificate become incontestable?

After this certificate has been in force during the annuitant's lifetime for two
years from the date of issue, we cannot contest the certificate.

30371C

<PAGE>

What if the annuitant's birthdate or sex has been misstated?

If the  annuitant's  birthdate or sex has been  misstated,  payments  under this
certificate  will be based on what  would  have  been  provided  at the  correct
birthdate and sex. Any underpayments made by us will be made up immediately. Any
overpayments made by us will be subtracted from the future payments.

What laws govern this contract?

This contract is governed by the law of the state in which it is delivered.  The
values and benefits of this  certificate 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. Your entire interest as owner is non-forfeitable.

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. You own this certificate for the exclusive benefit
of the annuitant and his or her beneficiary.

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 Section 408 of the Code or under any other applicable section of the Code.
Your interest in this  certificate may be transferred to your former spouse,  if
any, under a divorce decree or a written instrument incident to such divorce.

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.

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.

30371C

<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:

1.      the greater of the market adjusted value or the purchase payment
        adjusted for any surrenders (if death occurred before the annuitant's
        attaining age 75); otherwise

2. the market adjusted value (if death occurred on or after age 75).

The market  adjusted  value will be determined as of the date on which due proof
of death is received at our home office.

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.

30371C

<PAGE>

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?

The  beneficiary or  beneficiaries  are as named in the  enrollment  application
unless  you have  since  changed  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 plan then in effect.

30371C

<PAGE>

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

===========================================================================

What is the purchase payment for this certificate?

The purchase payment for this certificate is shown under certificate data. It is
a  rollover  IRA   contribution  or  a  combination   rollover  and  active  IRA
contribution  as defined in and  limited by the Code.  It is payable to us on or
before the date we deliver this certificate.  It must be paid or mailed to us at
our home office or to an authorized agent.

30371C

<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.

30371C

<PAGE>

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 30371) 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
                                      (1 + ic + .0025)(N + t)

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
                                      30371) 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

30371C

<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 less a surrender  charge.
The surrender charge is based on the amount surrendered and the certificate year
in which the surrender is made. The schedule of surrender charges is shown under
certificate data.

After the first  certificate  anniversary,  surrender  charges will not apply to
surrenders of amounts totaling up to 10% of the certificate  accumulation  value
as of the last certificate anniversary.

What are the rules for a surrender or partial surrender?

The amount  surrendered and any applicable  market value adjustment or surrender
charge 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 home office before we pay the total cash surrender value.

30371C

<PAGE>

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 surrender  charge and 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.

30371C

<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 home 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.

30371C

<PAGE>

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  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 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.

        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.

30371C

<PAGE>

If at least 30 days before the settlement  date we have not received at our home
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 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.

30371C

<PAGE>

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

===========================================================================

What will be the amount of the monthly annuity payments?

The amount of each monthly  annuity  payment for each $1,000 of market  adjusted
value  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 upon 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 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

30371C


<PAGE>
<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    5.29   4.84  5.26  4.83   5.20   4.80    5.09   4.74   5.05   4.71   55  4.11     4.27     4.45   4.62    4.79
56    5.39   4.92  5.36  4.91   5.29   4.87    5.17   4.81   5.13   4.77   56  4.15     4.32     4.51   4.70    4.88 
57    5.49   5.00  5.47  4.99   5.38   4.95    5.25   4.88   5.21   4.85   57  4.19     4.37     4.57   4.77    4.96
58    5.61   5.09  5.58  5.08   5.48   5.03    5.33   4.96   5.30   4.92   58  4.24     4.43     4.64   4.85    5.06
59    5.73   5.19  5.70  5.17   5.59   5.12    5.42   5.04   5.40   5.00   59  4.28     4.49     4.71   4.94    5.16
60    5.86   5.29  5.82  5.27   5.70   5.22    5.51   5.12   5.50   5.09   60  4.34     4.55     4.79   5.03    5.27
61    6.00   5.40  5.96  5.38   5.82   5.32    5.60   5.21   5.60   5.18   61  4.39     4.62     4.87   5.13    5.38
62    6.16   5.52  6.10  5.50   5.95   5.42    5.69   5.30   5.72   5.27   62  4.45     4.69     4.96   5.24    5.50
63    6.32   5.65  6.26  5.62   6.08   5.53    5.79   5.39   5.83   5.37   63  4.51     4.77     5.06   5.35    5.64
64    6.49   5.78  6.42  5.75   6.21   5.65    5.89   5.49   5.96   5.48   64  4.57     4.85     5.16   5.48    5.78
65    6.68   5.92  6.60  5.89   6.35   5.77    5.98   5.58   6.09   5.59   65  4.64     4.94     5.27   5.61    5.93
66    6.88   6.08  6.78  6.03   6.50   5.90    6.08   5.69   6.23   5.71   66  4.71     5.03     5.38   5.75    6.09
67    7.09   6.24  6.98  6.19   6.65   6.04    6.18   5.79   6.38   5.83   67  4.79     5.13     5.51   5.90    6.27
68    7.31   6.42  7.18  6.36   6.81   6.19    6.28   5.90   6.53   5.97   68  4.87     5.24     5.64   6.06    6.46
69    7.56   6.61  7.40  6.54   6.97   6.34    6.37   6.01   6.69   6.11   69  4.96     5.35     5.78   6.24    6.66
70    7.82   6.81  7.64  6.74   7.14   6.50    6.47   6.12   6.86   6.26   70  5.06     5.47     5.94   6.43    6.87
71    8.09   7.04  7.88  6.95   7.31   6.67    6.55   6.22   7.04   6.42   71  5.16     5.60     6.10   6.63    7.11
72    8.39   7.28  8.14  7.17   7.48   6.84    6.64   6.33   7.23   6.59   72  5.26     5.74     6.28   6.84    7.36
73    8.71   7.54  8.41  7.41   7.65   7.02    6.72   6.44   7.43   6.77   73  5.38     5.89     6.47   7.08    7.62
74    9.05   7.83  8.70  7.67   7.83   7.21    6.80   6.54   7.64   6.97   74  5.50     6.05     6.68   7.33    7.91
75    9.41   8.14  9.00  7.95   8.00   7.40    6.87   6.64   7.86   7.17   75  5.63     6.22     6.90   7.60    8.22

*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 4% 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 4% per year compounded annually.
<TABLE>
<CAPTION>

Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
     <S>                 <C>                 <C>                 <C>                 <C>          <C>          
     Years               Monthly             Years               Monthly             Years        Monthly
     Payable             Payment             Payable             Payment             Payable      Payment
     -------             -------             -------             -------             -------      -------
       10                  $10.06            17                  $6.71               24           $5.35
       11                    9.31            18                   6.44               25            5.22
       12                    8.69            19                   6.21               26            5.10
       13                    8.17            20                   6.00               27            5.00
       14                    7.72            21                   5.81               28            4.90
       15                    7.34            22                   5.64               29            4.80
       16                    7.00            23                   5.49               30            4.72

</TABLE>

30371C
<PAGE>

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

===========================================================================

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

AMERICAN
  EXPRESS
    Financial
    Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

30371C



<PAGE>

===========================================================================
Individual
Annuity
Contract

===========================================================================

This is a deferred annuity contract. It is a legal contract between you, as the
owner, and us, IDS Life Insurance Company. PLEASE READ YOUR CONTRACT CAREFULLY.

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
this contract.  The owner and beneficiary are as named in the application unless
they are changed as provided for in this contract.

We issue this contract in  consideration  of your application and payment of the
single purchase payment.

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

THIS 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 contract period.

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR TEN DAYS. If for any reason

you are not satisfied  with this  contract,  return it to us or our agent within
ten days after you receive it. We will then cancel this  contract and refund all
purchase payments which you have made. This

contract will then be considered void from the start.

President:

/s/ Richard W. Kling
    Richard W. Kling

Secretary:

/s/ William A. Stoltzmann
    William A. Stoltzmann

30365D

<PAGE>

AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

- -  Individual Annuity Contract
- -  Purchase payment is payable in a single sum.
- -  Annuity payments to begin on the settlement date.

- -  This contract is nonparticipating. Dividends are not payable.

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

30365D                                                              (3/91)

<PAGE>

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

===========================================================================

Definitions                           Important words and meanings/Page 3

The Annuity Contract                  Entire contract; Incontestability;
                                      Misstatement of birthdate or sex/Page 4

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

Beneficiary and Payments to           Who is the beneficiary; Change of
Beneficiary                           beneficiary; Payments to beneficiary/Page
                                      5

Purchase Payment                      Payment of the purchase payment/Page 5

Accumulation Value,                   How the accumulation value is determined;
Cash Surrender Value, and             Surrender of the contract for the cash
Market Adjusted Value                 surrender value; How the market adjusted
                                      value is determined; Annual statement of
                                      value/Page 6

Annuity Payment Plans                 When annuity payments begin; Different
                                      ways to receive annuity payments/Page 8

Table of Settlement Rates             Table showing monthly annuity payment
                                      amounts for the various plans/Page 9

30365D

<PAGE>

                                      CONTRACT DATA

CONTRACT OWNER:                                                John Doe
PURCHASE PAYMENT:                                             $5,000.00
INITIAL GUARANTEE RATE:                                               7%
INITIAL GUARANTEE PERIOD:                                      5 Years
ACCUMULATION VALUE AT END OF INITIAL GUARANTEE PERIOD:        $7,012.76

                              Surrender Charge Percentage
                       (Applied to Market Adjusted Value Surrendered)

Guarantee      Contract Years as measured from the beginning of a

Period         Guarantee Period

               1       2      3       4      5       6      7       8

  1 Year       1%

  2 Years      2%      1%

  3 Years      3%      2%     1%

  4 Years      4%      3%     2%      1%

  5 Years      5%      4%     3%      2%     1%

  6 Years      6%      5%     4%      3%     2%      1%

  7 Years      7%      6%     5%      4%     3%      2%     1%

  8 Years      8%      7%     6%      5%     4%      3%     2%      1%

  9 Years      8%      7%     6%      5%     4%      3%     2%      1%

 10 Years      8%      7%     6%      5%     4%      3%     2%      1%

For renewal guarantee periods, the surrender charge percentages will be based on
the lesser of:

         1.    The length of the new guarantee period, or
         2.    The number of years remaining until the eighth contract

                anniversary.

There are no surrender charges on the last day of a guarantee period. There will
never be surrender charges beyond the eighth contract anniversary.

30365D

<PAGE>

ANNUITANT:                                   John Doe
CONTRACT NUMBER:                             XXXX-XXXXXXX
CONTRACT DATE:                               March 18, 1991
CONTRACT SETTLEMENT DATE:                    March 18, 2021

30365D


<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 this  contract.  The owner may be someone other than 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.

contract date

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

contract anniversary

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

initial guarantee period

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

initial guarantee rate

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

renewal guarantee rate

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

30365D

<PAGE>

renewal date

The first day of a renewal  guarantee  period.  It will  always be on a contract
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 less any applicable surrender charge.

written request

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

settlement

The  application of the market adjusted value of the contract to provide annuity
payments.

settlement date

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

30365D

<PAGE>

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

===========================================================================

What is the entire contract?

This contract form and the copy of the application attached to it are the entire
contract between you 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.

In issuing this contract,  we have relied upon the  application.  The statements
contained in the application are considered  representations and not warranties.
No statements made in connection with the application will be used by us to void
the  contract  or to  deny  a  claim  unless  that  statement  is  part  of  the
application.

When will this contract become incontestable?

This contract is incontestable from its date of issue.

What if the annuitant's birthdate or sex has been misstated?

If the  annuitant's  birthdate or sex has been  misstated,  payments  under this
contract will be based on what would have been provided at the correct birthdate
and  sex.  Any  underpayments  made  by us will  be  made  up  immediately.  Any
overpayments made by us will be subtracted from the future payments.

What laws govern this contract?

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

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

===========================================================================

What are your rights as owner of this contract?

30365D

<PAGE>

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

How can you change ownership for this contract?

You can change  the  ownership  of this  contract  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 contract as collateral?

Yes. While the annuitant is living, you can assign this contract 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  home  office.  Any
assignment  is  subject to any  action  taken or  payment  made by us before the
assignment  was  recorded at our home  office.  We are not  responsible  for the
validity of any assignment.

30365D

<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  contract is in
force, we will pay the beneficiary the accumulation value.

The  accumulation  value will be determined as of the date on which due proof of
death is received at our home office.

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  this
contract.

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 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 we receive due proof 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 this contract 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.

30365D

<PAGE>

Who is the beneficiary?

The beneficiary or beneficiaries are as named in the application unless you have
since changed 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 contract?

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  contract 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 plan then in effect.

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

===========================================================================

What is the purchase payment for this contract?

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

30365D

<PAGE>

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

===========================================================================

How is the accumulation value determined?

On the contract  date, the  accumulation  value of this contract is the purchase
payment.  Thereafter,  interest accrues from day to day for the guarantee period
at the rate shown under contract data. This rate represents an effective  annual
yield. At no time while the contract 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
contract 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 contracts renewing at that time. The actual renewal guarantee
rate will be determined on the renewal date.

30365D

<PAGE>

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 contract sales and
        renewals (Form 30365) for the time remaining in your contract's current
        guarantee period; and

2.      the  guaranteed  interest  rate  applicable to your  contract'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
                                      (1 + ic + .0025)(N + t)

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

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

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

               ic             =       the current rate offered for new contract
                                      sales and renewals (Form 30365) 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

30365D

<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 contract before settlement?

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

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

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

How is the cash surrender value determined?

The cash surrender value is the market  adjusted value less a surrender  charge.
The surrender charge is based on the amount surrendered and the contract year in
which the  surrender is made.  The schedule of surrender  charges is shown under
contract data.

After  the  first  contract  anniversary,  surrender  charges  will not apply to
surrenders of amounts totaling up to 10% of the contract  accumulation  value as
of the last contract anniversary.

What are the rules for a surrender or partial surrender?

The amount  surrendered and any applicable  market value adjustment or surrender
charge will be deducted from the accumulation  value of the contract 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  contract  for the total  cash  surrender  value,  this
contract  will  terminate.  We may require that you return this  contract to our
home 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.

30365D

<PAGE>

Will you receive information about your contract 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 contract.  The statement
will specify the surrender  charge and 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.

30365D

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

2. the 10th contract anniversary.

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

30365D

<PAGE>

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 home 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.

30365D

<PAGE>

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

===========================================================================

What will be the amount of the monthly annuity payments?

The amount of each monthly  annuity  payment for each $1,000 of market  adjusted
value  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

30365D

<PAGE>
<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    5.29   4.84  5.26  4.83   5.20   4.80    5.09   4.74   5.05   4.71   55  4.11     4.27     4.45   4.62    4.79
56    5.39   4.92  5.36  4.91   5.29   4.87    5.17   4.81   5.13   4.77   56  4.15     4.32     4.51   4.70    4.88 
57    5.49   5.00  5.47  4.99   5.38   4.95    5.25   4.88   5.21   4.85   57  4.19     4.37     4.57   4.77    4.96
58    5.61   5.09  5.58  5.08   5.48   5.03    5.33   4.96   5.30   4.92   58  4.24     4.43     4.64   4.85    5.06
59    5.73   5.19  5.70  5.17   5.59   5.12    5.42   5.04   5.40   5.00   59  4.28     4.49     4.71   4.94    5.16
60    5.86   5.29  5.82  5.27   5.70   5.22    5.51   5.12   5.50   5.09   60  4.34     4.55     4.79   5.03    5.27
61    6.00   5.40  5.96  5.38   5.82   5.32    5.60   5.21   5.60   5.18   61  4.39     4.62     4.87   5.13    5.38
62    6.16   5.52  6.10  5.50   5.95   5.42    5.69   5.30   5.72   5.27   62  4.45     4.69     4.96   5.24    5.50
63    6.32   5.65  6.26  5.62   6.08   5.53    5.79   5.39   5.83   5.37   63  4.51     4.77     5.06   5.35    5.64
64    6.49   5.78  6.42  5.75   6.21   5.65    5.89   5.49   5.96   5.48   64  4.57     4.85     5.16   5.48    5.78
65    6.68   5.92  6.60  5.89   6.35   5.77    5.98   5.58   6.09   5.59   65  4.64     4.94     5.27   5.61    5.93
66    6.88   6.08  6.78  6.03   6.50   5.90    6.08   5.69   6.23   5.71   66  4.71     5.03     5.38   5.75    6.09
67    7.09   6.24  6.98  6.19   6.65   6.04    6.18   5.79   6.38   5.83   67  4.79     5.13     5.51   5.90    6.27
68    7.31   6.42  7.18  6.36   6.81   6.19    6.28   5.90   6.53   5.97   68  4.87     5.24     5.64   6.06    6.46
69    7.56   6.61  7.40  6.54   6.97   6.34    6.37   6.01   6.69   6.11   69  4.96     5.35     5.78   6.24    6.66
70    7.82   6.81  7.64  6.74   7.14   6.50    6.47   6.12   6.86   6.26   70  5.06     5.47     5.94   6.43    6.87
71    8.09   7.04  7.88  6.95   7.31   6.67    6.55   6.22   7.04   6.42   71  5.16     5.60     6.10   6.63    7.11
72    8.39   7.28  8.14  7.17   7.48   6.84    6.64   6.33   7.23   6.59   72  5.26     5.74     6.28   6.84    7.36
73    8.71   7.54  8.41  7.41   7.65   7.02    6.72   6.44   7.43   6.77   73  5.38     5.89     6.47   7.08    7.62
74    9.05   7.83  8.70  7.67   7.83   7.21    6.80   6.54   7.64   6.97   74  5.50     6.05     6.68   7.33    7.91
75    9.41   8.14  9.00  7.95   8.00   7.40    6.87   6.64   7.86   7.17   75  5.63     6.22     6.90   7.60    8.22

*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 4% 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 4% per year compounded annually.
<TABLE>
<CAPTION>

Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
     <S>                 <C>                 <C>                 <C>                 <C>          <C>          
     Years               Monthly             Years               Monthly             Years        Monthly
     Payable             Payment             Payable             Payment             Payable      Payment
     -------             -------             -------             -------             -------      -------
       10                  $10.06            17                  $6.71               24           $5.35
       11                    9.31            18                   6.44               25            5.22
       12                    8.69            19                   6.21               26            5.10
       13                    8.17            20                   6.00               27            5.00
       14                    7.72            21                   5.81               28            4.90
       15                    7.34            22                   5.64               29            4.80
       16                    7.00            23                   5.49               30            4.72

</TABLE>

30365D

<PAGE>
===========================================================================
Individual Annuity Contract

===========================================================================

- -  Individual Annuity Contract.
- -  Purchase payment is payable in a single sum.
- -  Annuity payments to begin on the settlement date.

- -  This contract is nonparticipating. Dividends are not payable.

AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

30365D



<PAGE>

===================================================================
Annuity
Endorsement

===================================================================
This endorsement is made a part of the annuity contract to which it is attached.
It changes certain terms and provisions of this contract.

===================================================================

The Annuity Contract

===================================================================

Delete:

What is the entire contract?

This contract form and the copy of the application attached to it are the entire
contract between you 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.

In issuing this contract,  we have relied upon the  application.  The statements
contained in the application are considered  representations and not warranties.
No statements made in connection with the application will be used by us to void
the  contract  or to  deny  a  claim  unless  that  statement  is  part  of  the
application.

Replace with:

What is the entire contract?

This contract form is the entire contract between you 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.

Delete:

What if the annuitant's birthdate or sex has been misstated?

<PAGE>

If the  annuitant's  birthdate or sex has been  misstated,  payments  under this
contract will be based on what would have been provided at the correct birthdate
and  sex.  Any  underpayments  made  by us will  be  made  up  immediately.  Any
overpayments made by us will be subtracted from the future payments.

Replace with:

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.

This endorsement is issued and executed as of the contract date.

IDS Life Insurance Company

Secretary

/s/ William A. Stoltzmann
    William A. Stoltzmann

30379                                                                    (7/96)



<PAGE>

Individual
Annuity
Contract

===========================================================================

This is a deferred annuity contract. It is a legal contract between you, as the
owner, and us, IDS Life Insurance Company. PLEASE READ YOUR CONTRACT

CAREFULLY.

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
this contract.  The owner and beneficiary are as named in the application unless
they are changed as provided for in this contract.

We issue this contract in  consideration  of your application and payment of the
single purchase payment.

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

THIS 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
contract period.

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR TEN DAYS.

If for any reason you are not satisfied with this  contract,  return it to us or
our agent  within  ten days  after you  receive  it.  We will then  cancel  this
contract and refund all purchase  payments  which you have made.  This  contract
will then be considered void from the start.

President:

/s/ Richard W. Kling
    Richard W. Kling

Secretary:

/s/ William A. Stoltzmann
    William A. Stoltzmann

30370C

<PAGE>

AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

- -  Individual Annuity Contract
- -  Purchase payment is payable in a single sum.
- -  Annuity payments to begin on the settlement date.

- -  This contract is nonparticipating. Dividends are not payable.

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

30370C                                                             (3/91)

<PAGE>

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

===========================================================================

Definitions                           Important words and meanings/Page 3

The Annuity Contract                  Entire contract; Modification;
                                      Incontestability; Misstatement of
                                      birthdate/Page 4

Owner                                 Owner's rights; Trust/Custodial ownership;
                                      Change of ownership restricted/Page 4

Beneficiary and Payments to           Who is the beneficiary; Change of
Beneficiary                           beneficiary; Payments to beneficiary/Page
                                      5

Purchase Payment                      Payment of the purchase payment/Page 5

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
                                      contract for the cash surrender value; TSA
                                      prohibited distributions; Annual
                                      statement of value/Page 6

Annuity Payment Plans                 When annuity payments begin; Different
                                      ways to receive annuity payments/Page 8

Table of Settlement Rates             Table showing monthly annuity payment
                                      amounts for the various plans/Page 9

30370C

<PAGE>

                              CONTRACT DATA

CONTRACT OWNER:                                            John Doe
PURCHASE PAYMENT:                                         $5,000.00
INITIAL GUARANTEE RATE:                                           7%
INITIAL GUARANTEE PERIOD:                                   5 Years
ACCUMULATION VALUE AT END OF INITIAL GUARANTEE PERIOD:    $7,012.76

                              Surrender Charge Percentage
                       (Applied to Market Adjusted Value Surrendered)

Guarantee      Contract Years as measured from the beginning of a

Period         Guarantee Period

               1       2      3       4      5       6      7       8

 1 Year        1%

 2 Years       2%      1%

 3 Years       3%      2%     1%

 4 Years       4%      3%     2%      1%

 5 Years       5%      4%     3%      2%     1%

 6 Years       6%      5%     4%      3%     2%      1%

 7 Years       7%      6%     5%      4%     3%      2%     1%

 8 Years       8%      7%     6%      5%     4%      3%     2%      1%

 9 Years       8%      7%     6%      5%     4%      3%     2%      1%

10 Years       8%      7%     6%       5%    4%      3%      2%     1%

For renewal guarantee periods, the surrender charge percentages will be based on
the lesser of:

         1.    The length of the new guarantee period, or
         2.    The number of years remaining until the eighth contract

               anniversary.

There are no surrender charges on the last day of a guarantee period. There will
never be surrender charges beyond the eighth contract anniversary.

30370C


<PAGE>


ANNUITANT:                                   John Doe
CONTRACT NUMBER:                             XXXX-XXXXXXX
CONTRACT DATE:                               March 18, 1991
CONTRACT SETTLEMENT DATE:                    March 18, 2021

30370C


<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 this  contract.  The owner may be someone other than 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.

contract date

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

contract anniversary

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

initial guarantee period

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

initial guarantee rate

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

renewal guarantee rate

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

30370C

<PAGE>

renewal date

The first day of a renewal  guarantee  period.  It will  always be on a contract
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 less any applicable surrender charge.

written request

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

settlement

The  application of the market adjusted value of the contract to provide annuity
payments.

settlement date

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

TSA

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

30370C

<PAGE>

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

===========================================================================

What is the entire contract?

This contract form and the copy of the application attached to it are the entire
contract between you 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.

In issuing this contract,  we have relied upon the  application.  The statements
contained in the application are considered  representations and not warranties.
No statement made in connection with the application  will be used by us to void
the  contract  or to  deny  a  claim  unless  that  statement  is  part  of  the
application.

Can the contract be modified?

We reserve the right to modify the  contract to the extent  necessary to qualify
the contract,  if purchased as part of a qualified plan under Section 401 or 403
of the Code,  or if  purchased  as part of a  deferred  compensation  plan under
Section 457 of the Code, as part of such plan  described in Sections 401, 403 or
457 of the Code or under any other applicable section of the Code.

When will this contract become incontestable?

This contract is incontestable from its date of issue.

What if the annuitant's birthdate has been misstated?

If the annuitant's  birthdate has been  misstated,  payments under this contract
will be based on what would have been  provided  at the correct  birthdate.  Any
underpayments  made by us will be made up immediately.  Any overpayments made by
us will be subtracted from the future payments.

30370C

<PAGE>

What laws govern the contract?

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

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

===========================================================================

What are your rights as owner of this contract?

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

Can you change ownership of this contract?

This 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 as may be required or permitted under
the applicable 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 contract 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  contract 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.

30370C

<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  contract is in
force, we will pay the beneficiary the accumulation value.

The  accumulation  value will be determined as of the date on which due proof of
death is received at our home office.

The above  amount  will be  payable  in a lump sum upon  receipt of due proof 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 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 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.

30370C

<PAGE>

Who is the beneficiary?

The beneficiary or beneficiaries are as named in the application unless you have
since changed 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 contract?

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  contract in force.  The election by the spouse must be
made within 60 days after we receive  due proof of death.  The  contract  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 plan then in effect.

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

===========================================================================

What is the purchase payment for this contract?

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

30370C

<PAGE>

===========================================================================
Accumulation Value,

Cash Surrender Value,
Market Adjusted Value

===========================================================================

How is the accumulation value determined?

On the contract  date, the  accumulation  value of this contract is the purchase
payment.  Thereafter,  interest accrues from day to day for the guarantee period
at the rate shown under contract data. This rate represents an effective  annual
yield. At no time while the contract 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
contract 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 contracts renewing at that time. The actual renewal guarantee
rate will be determined on the renewal date.

30370C

<PAGE>

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 contract sales and
        renewals (Form 30370) for the time remaining in your contract's current
        guarantee period; and

2.      the  guaranteed  interest  rate  applicable to your  contract'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
                                             (1 + ic + .0025)(N + t)

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

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

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

               ic             =       the current rate offered for new contract
                                      sales and renewals (Form 30370) 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.

30370C

<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 contract before settlement?

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

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

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

How is the cash surrender value determined?

The cash surrender value is the market  adjusted value less a surrender  charge.
The surrender charge is based on the amount surrendered and the contract year in
which the  surrender is made.  The schedule of surrender  charges is shown under
contract data.

After  the  first  contract  anniversary,  surrender  charges  will not apply to
surrenders of amounts totaling up to 10% of the contract  accumulation  value as
of the last contract anniversary.

What are the rules for a surrender or partial surrender?

The amount  surrendered and any applicable  market value adjustment or surrender
charge will be deducted from the accumulation  value of the contract 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  contract  for the total  cash  surrender  value,  this
contract  will  terminate.  We may require that you return this  contract to our
home office before we pay the total cash surrender value.

30370C

<PAGE>

What distributions are prohibited if your contract 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  403(b) 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 contract.

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 contract 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 contract.  The statement
will specify the surrender  charge and 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.

30370C

<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  contract 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 home office.

The settlement date cannot be earlier or later than such date as may be required
or permitted by law or the applicable retirement plan.

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

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

2. the 10th contract 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.

30370C

<PAGE>

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
        the cash surrender value provision of this contract; 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 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.

        c.     any annuity  payment plan  selected  must also,  if selected by a
               non-spouse   beneficiary,   meet  the  incidental  death  benefit
               requirements under the Code.

If, at least 30 days before the  settlement  date,  we have not  received at our
home  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.

30370C

<PAGE>

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.

30370C

<PAGE>

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

===========================================================================

What will be the amount of the monthly annuity payments?

The amount of each monthly  annuity  payment for each $1,000 of market  adjusted
value  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

30370C

<PAGE>
<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
<S>         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
- -----------------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------------
55          4.84       4.83       4.80       4.74       4.71       55         4.07       4.20       4.34       4.47       4.58
56          4.92       4.91       4.87       4.81       4.77       56         4.10       4.25       4.40       4.53       4.65
57          5.00       4.99       4.95       4.88       4.85       57         4.15       4.30       4.45       4.60       4.72
58          5.09       5.08       5.03       4.96       4.92       58         4.19       4.35       4.52       4.67       4.80
59          5.19       5.17       5.12       5.04       5.00       59         4.24       4.41       4.58       4.75       4.89
60          5.29       5.27       5.22       5.12       5.09       60         4.28       4.47       4.65       4.83       4.98
61          5.40       5.38       5.32       5.21       5.18       61         4.34       4.53       4.73       4.92       5.07
62          5.52       5.50       5.42       5.30       5.27       62         4.39       4.60       4.81       5.01       5.18
63          5.65       5.62       5.53       5.39       5.37       63         4.45       4.67       4.90       5.11       5.29
64          5.78       5.75       5.65       5.49       5.48       64         4.51       4.75       4.99       5.21       5.41
65          5.92       5.89       5.77       5.58       5.59       65         4.58       4.83       5.09       5.33       5.53
66          6.08       6.03       5.90       5.69       5.71       66         4.65       4.92       5.19       5.45       5.67
67          6.24       6.19       6.04       5.79       5.83       67         4.72       5.01       5.30       5.58       5.81
68          6.42       6.36       6.19       5.90       5.97       68         4.80       5.11       5.42       5.72       5.97
69          6.61       6.54       6.34       6.01       6.11       69         4.89       5.21       5.55       5.88       6.14
70          6.81       6.74       6.50       6.12       6.26       70         4.98       5.33       5.69       6.04       6.33
71          7.04       6.95       6.67       6.22       6.42       71         5.07       5.45       5.85       6.22       6.52
72          7.28       7.17       6.84       6.33       6.59       72         5.18       5.58       6.01       6.41       6.74
73          7.54       7.41       7.02       6.44       6.77       73         5.29       5.72       6.19       6.62       6.97
74          7.83       7.67       7.21       6.54       6.97       74         5.41       5.88       6.38       6.84       7.22
75          8.14       7.95       7.40       6.64       7.17       75         5.53       6.04       6.58       7.09       7.49
- -----------------------------------------------------------------------------------------------------------------------------------
*Adjusted age of annuitant.

- ----------------------------------------------------------------------------------------------------------------------------------
The table above is based on the "1983  Individual  Annuitant  Mortality Table A"
assuming an interest rate of 4% 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 4% per
year compounded annually.
</TABLE>

- -------------------------------------------------------------------------------
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         $10.06                17          $6.71      24         $5.35
 11           9.31                18           6.44      25          5.22
 12           8.69                19           6.21      26          5.10
 13           8.17                20           6.00      27          5.00
 14           7.72                21           5.81      28          4.90
 15           7.34                22           5.64      29          4.80
 16           7.00                23           5.49      30          4.72
- ------------------------------------------------------------------------------

30370C

<PAGE>
===========================================================================
Individual Annuity
Contract

===========================================================================


- -  Individual Annuity Contract.
- -  Purchase payment is payable in a single sum.
- -  Annuity payments to begin on the settlement date.

- -  This contract is nonparticipating. Dividends are not payable.

AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

30370C



<PAGE>

===========================================================================
Individual
Annuity
Contract IRA

===========================================================================

This is a deferred annuity contract. It is a legal contract between you, as the
owner, and us, IDS Life Insurance Company. PLEASE READ YOUR CONTRACT CAREFULLY.

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
this contract.  The owner and beneficiary are as named in the application unless
they are changed as provided for in this contract.

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

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

THIS 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 contract period.

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR TEN DAYS. If for any reason

you are not satisfied  with this  contract,  return it to us or our agent within
ten days after you receive it. We will then cancel this  contract and refund all
purchase payments which you have made. This

contract will then be considered void from the start.

President:

/s/ Richard W. Kling
    Richard W. Kling

Secretary:

/s/ William A. Stoltzmann
    William A. Stoltzmann

30373C

<PAGE>

AMERICAN
EXPRESS
Financial
Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

- -  Individual Annuity Contract
- -  Purchase payment is payable in a single sum.
- -  Annuity payments to begin on the settlement date.

- -  This contract is nonparticipating. Dividends are not payable.

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

30373C                                                                 (3/91)

<PAGE>

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

===========================================================================

Definitions                           Important words and meanings/Page 3

The Annuity Contract                  Entire contract; Modification;
                                      Incontestability; Misstatement of
                                      birthdate or sex/Page 4

Owner                                 Owner's rights; Trustee/Custodial
                                      ownership; Change of ownership restricted;
                                      Page 4

Beneficiary and Payments to           Who is the beneficiary; Change of
Beneficiary                           beneficiary; Payments to beneficiary/Page
                                      5

Purchase Payment                      Payment of the purchase payment/Page 5

Accumulation Value,                   How the accumulation value is determined;
Cash Surrender Value, and             How the market adjusted value is
Market Adjusted Value                 determined; Surrender of the contract for
                                      the cashsurrender value; Annual
                                      statement of value/Page 6

Annuity Payment Plans                 When annuity payments begin; Different
                                      ways to receive annuity payments/Page 8

Table of Settlement Rates             Table showing monthly annuity payment
                                      amounts for the various plans/Page 9

30373C

<PAGE>

                              CONTRACT DATA

CONTRACT OWNER:                                            John Doe
PURCHASE PAYMENT:                                          $5,000.00
INITIAL GUARANTEE RATE:                                           7%
INITIAL GUARANTEE PERIOD:                                   5 Years
ACCUMULATION VALUE AT END OF INITIAL GUARANTEE PERIOD:     $7,012.76

                              Surrender Charge Percentage
                       (Applied to Market Adjusted Value Surrendered)

Guarantee      Contract Years as measured from the beginning of a

Period         Guarantee Period

               1       2      3       4      5       6      7       8

  1 Year       1%

  2 Years      2%      1%

  3 Years      3%      2%     1%

  4 Years      4%      3%     2%      1%

  5 Years      5%      4%     3%      2%     1%

  6 Years      6%      5%     4%      3%     2%      1%

  7 Years      7%      6%     5%      4%     3%      2%     1%

  8 Years      8%      7%     6%      5%     4%      3%     2%      1%

  9 Years      8%      7%     6%      5%     4%      3%     2%      1%

 10 Years      8%      7%     6%      5%     4%      3%     2%      1%

For renewal guarantee periods, the surrender charge percentages will be based on
the lesser of:

         1.    The length of the new guarantee period, or
         2.    The number of years remaining until the eighth contract

               anniversary.

There are no surrender charges on the last day of a guarantee period. There will
never be surrender charges beyond the eighth contract anniversary.

30373C

<PAGE>

ANNUITANT:                                   John Doe
CONTRACT NUMBER:                             XXXX-XXXXXXX
CONTRACT DATE:                               March 18, 1991
CONTRACT SETTLEMENT DATE:                    March 18, 2021

30373C

<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 this  contract.  The owner may be someone other than 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

contract date

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

contract anniversary

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

initial guarantee period

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

initial guarantee rate

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

renewal guarantee rate

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

30373C

<PAGE>

renewal date

The first day of a renewal  guarantee  period.  It will  always be on a contract
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 less any applicable surrender charge.

written request

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

settlement

The  application of the market adjusted value of the contract to provide annuity
payments.

settlement date

The date on which  annuity  payments  are to begin.  This date may be changed as
provided in this 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 of the Code.

30373C

<PAGE>

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

===========================================================================

What is the entire contract?

This contract form and the copy of the application attached to it are the entire
contract between you 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.

In issuing this contract,  we have relied upon the  application.  The statements
contained in the application are considered  representations and not warranties.
No statements made in connection with the application will be used by us to void
the  contract  or to  deny  a  claim  unless  that  statement  is  part  of  the
application.

Can this contract be modified?

We reserve the right to modify the  contract to the extent  necessary to qualify
it as an IRA as described in Section 408 of the Code or in any other  applicable
section of the Code.

When will this contract become incontestable?

This contract is incontestable from its date of issue.

What if the annuitant's birthdate or sex has been misstated?

If the  annuitant's  birthdate or sex has been  misstated,  payments  under this
contract will be based on what would have been provided at the correct birthdate
and  sex.  Any  underpayments  made  by us will  be  made  up  immediately.  Any
overpayments made by us will be subtracted from the future payments.

What laws govern this contract?

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

30373C

<PAGE>

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

===========================================================================

What are your rights as owner of this contract?

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

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
contract or allowed by us. You own this  contract for the  exclusive  benefit of
the annuitant and his or her beneficiary.

Can you change the ownership of this contract?

This 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 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.

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 contract to
the annuitant or to a qualified successor trustee or custodian.

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.

30373C

<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  contract is in
force, we will pay the beneficiary the accumulation value.

The  accumulation  value will be determined as of the date on which due proof of
death is received at our home office.

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 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  references  to  "annuitant"  in the annuity  payment  plans
section will apply to the beneficiary.

30373C

<PAGE>

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?

The beneficiary or beneficiaries are as named in the application unless you have
since changed 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 contract?

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 contract 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 plan then in effect.

30373C

<PAGE>

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

===========================================================================

What is the purchase payment for this contract?

The purchase  payment for this  contract is shown under  contract  data. It is a
rollover IRA contribution or a combination  rollover and active IRA contribution
as defined in and limited by the Code. It is payable to us on or before the date
we deliver this contract.  It must be paid or mailed to us at our home office or
to an authorized agent.

30373C

<PAGE>

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

===========================================================================

How is the accumulation value determined?

On the contract  date, the  accumulation  value of this contract is the purchase
payment.  Thereafter,  interest accrues from day to day for the guarantee period
at the rate shown under contract data. This rate represents an effective  annual
yield. At no time while the contract 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
contract 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 contracts renewing at that time. The actual renewal guarantee
rate will be determined on the renewal date.

30373C

<PAGE>

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 contract sales and
        renewals (Form 30373) for the time remaining in your contract's current
        guarantee period; and

2.      the  guaranteed  interest  rate  applicable to your  contract'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
                                      (1 + ic + .0025)(N + t)

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

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

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

               ic             =       the current rate offered for new contract
                                      sales and renewals (Form 30373) 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

30373C

<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 contract before settlement?

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

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

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

How is the cash surrender value determined?

The cash surrender value is the market  adjusted value less a surrender  charge.
The surrender charge is based on the amount surrendered and the contract year in
which the  surrender is made.  The schedule of surrender  charges is shown under
contract data.

After  the  first  contract  anniversary,  surrender  charges  will not apply to
surrenders of amounts totaling up to 10% of the contract  accumulation  value as
of the last contract anniversary.

What are the rules for a surrender or partial surrender?

The amount  surrendered and any applicable  market value adjustment or surrender
charge will be deducted from the accumulation  value of the contract 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  contract  for the total  cash  surrender  value,  this
contract  will  terminate.  We may require that you return this  contract to our
home 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.

30373C

<PAGE>

Will you receive information about your contract 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 contract.  The statement
will specify the surrender  charge and 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.

30373C

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

2.      the 10th contract 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.

30373C

<PAGE>

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 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 this contract; 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 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.

        c.     in the case of a non-spouse  beneficiary,  payments  must be such
               that  at  least  50% of the  present  value  of the  contract  is
               expected  to be  distributed  within the life  expectancy  of the
               annuitant.

30373C

<PAGE>

If, at least 30 days before the  settlement  date,  we have not  received at our
home  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 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.

30373C

<PAGE>

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

===========================================================================

What will be the amount of the monthly annuity payments?

The amount of each monthly  annuity  payment for each $1,000 of market  adjusted
value  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

30373C


<PAGE>
<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    5.29   4.84  5.26  4.83   5.20   4.80    5.09   4.74   5.05   4.71   55  4.11     4.27     4.45   4.62    4.79
56    5.39   4.92  5.36  4.91   5.29   4.87    5.17   4.81   5.13   4.77   56  4.15     4.32     4.51   4.70    4.88 
57    5.49   5.00  5.47  4.99   5.38   4.95    5.25   4.88   5.21   4.85   57  4.19     4.37     4.57   4.77    4.96
58    5.61   5.09  5.58  5.08   5.48   5.03    5.33   4.96   5.30   4.92   58  4.24     4.43     4.64   4.85    5.06
59    5.73   5.19  5.70  5.17   5.59   5.12    5.42   5.04   5.40   5.00   59  4.28     4.49     4.71   4.94    5.16
60    5.86   5.29  5.82  5.27   5.70   5.22    5.51   5.12   5.50   5.09   60  4.34     4.55     4.79   5.03    5.27
61    6.00   5.40  5.96  5.38   5.82   5.32    5.60   5.21   5.60   5.18   61  4.39     4.62     4.87   5.13    5.38
62    6.16   5.52  6.10  5.50   5.95   5.42    5.69   5.30   5.72   5.27   62  4.45     4.69     4.96   5.24    5.50
63    6.32   5.65  6.26  5.62   6.08   5.53    5.79   5.39   5.83   5.37   63  4.51     4.77     5.06   5.35    5.64
64    6.49   5.78  6.42  5.75   6.21   5.65    5.89   5.49   5.96   5.48   64  4.57     4.85     5.16   5.48    5.78
65    6.68   5.92  6.60  5.89   6.35   5.77    5.98   5.58   6.09   5.59   65  4.64     4.94     5.27   5.61    5.93
66    6.88   6.08  6.78  6.03   6.50   5.90    6.08   5.69   6.23   5.71   66  4.71     5.03     5.38   5.75    6.09
67    7.09   6.24  6.98  6.19   6.65   6.04    6.18   5.79   6.38   5.83   67  4.79     5.13     5.51   5.90    6.27
68    7.31   6.42  7.18  6.36   6.81   6.19    6.28   5.90   6.53   5.97   68  4.87     5.24     5.64   6.06    6.46
69    7.56   6.61  7.40  6.54   6.97   6.34    6.37   6.01   6.69   6.11   69  4.96     5.35     5.78   6.24    6.66
70    7.82   6.81  7.64  6.74   7.14   6.50    6.47   6.12   6.86   6.26   70  5.06     5.47     5.94   6.43    6.87
71    8.09   7.04  7.88  6.95   7.31   6.67    6.55   6.22   7.04   6.42   71  5.16     5.60     6.10   6.63    7.11
72    8.39   7.28  8.14  7.17   7.48   6.84    6.64   6.33   7.23   6.59   72  5.26     5.74     6.28   6.84    7.36
73    8.71   7.54  8.41  7.41   7.65   7.02    6.72   6.44   7.43   6.77   73  5.38     5.89     6.47   7.08    7.62
74    9.05   7.83  8.70  7.67   7.83   7.21    6.80   6.54   7.64   6.97   74  5.50     6.05     6.68   7.33    7.91
75    9.41   8.14  9.00  7.95   8.00   7.40    6.87   6.64   7.86   7.17   75  5.63     6.22     6.90   7.60    8.22

*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 4% 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 4% per year compounded annually.
<TABLE>
<CAPTION>

Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
     <S>                 <C>                 <C>                 <C>                 <C>          <C>          
     Years               Monthly             Years               Monthly             Years        Monthly
     Payable             Payment             Payable             Payment             Payable      Payment
     -------             -------             -------             -------             -------      -------
       10                  $10.06            17                  $6.71               24           $5.35
       11                    9.31            18                   6.44               25            5.22
       12                    8.69            19                   6.21               26            5.10
       13                    8.17            20                   6.00               27            5.00
       14                    7.72            21                   5.81               28            4.90
       15                    7.34            22                   5.64               29            4.80
       16                    7.00            23                   5.49               30            4.72

</TABLE>

30373C

<PAGE>
===========================================================================
Individual Annuity
Contract IRA

===========================================================================

- -  Individual Annuity Contract.
- -  Purchase payment is payable in a single sum.
- -  Annuity payments to begin on the settlement date.

- -  This contract is nonparticipating. Dividends are not payable.

AMERICAN
  EXPRESS

    Financial
    Advisors

IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440

30373C



<PAGE>


                         Consent of Independent Auditors

We consent to the  reference to our firm under the caption  "Experts" and to the
use of our  reports  dated  February  5, 1998 with  respect to the  consolidated
financial  statements  and schedules of IDS Life Insurance  Company  included in
Post-Effective  Amendment No. 10 to the  Registration  Statement  (Form S-1, No.
33-28976) and related Prospectus of IDS Life Account MGA for the registration of
market  value  adjusted  annuity  contract  interests  to be offered by IDS Life
Insurance Company.


Ernst & Young LLP
Minneapolis, Minnesota
April 14, 1998




<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:
<TABLE>
<CAPTION>

                                                                         1933 Act               1940 Act
                                                                         Reg. Number            Reg. Number
<S>                                                                      <C>                    <C> 
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

     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
</TABLE>

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.

<PAGE>

          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



<PAGE>

                           IDS LIFE INSURANCE COMPANY

                                POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

          Each  of  the  undersigned,   as  principal   financial   officer  and
controller,  respectively,  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:
<TABLE>
<CAPTION>

                                                                         1933 Act               1940 Act
                                                                         Reg. Number            Reg. Number
<S>                                                                      <C>                    <C>  
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 Insurance Company

     Portfolio Guaranteed Term Annuity                                   333-42793              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

     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
</TABLE>

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 his attorney-in-fact and agent, to sign for him in
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.

<PAGE>

Dated the 9th day of April, 1998.

/s/  Jeffrey S. Horton                                          April 8, 1998
- -------------------------------------
     Jeffrey S. Horton
     Vice President, Treasurer
     and Assistant Secretary

/s/  Philip C. Wentzel                                          April 9, 1998
- -------------------------------------
     Philip C. Wentzel
     Vice President and Controller



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