AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
N-4, 1998-11-20
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    [X]

         Pre-Effective Amendment No.                                       [ ]

         Post-Effective Amendment No.                         (File No. )  [ ]
                                                 ---------

                                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.              1       (File No. 811-7195)            [X]
                               ---------

                        (Check appropriate box or boxes)

                  AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
- --------------------------------------------------------------------------------
                           (Exact Name of Registrant)

                   American Enterprise Life Insurance Company
- --------------------------------------------------------------------------------
                               (Name of Depositor)

80 South 8th Street, P.O. Box 534, Minneapolis, MN                    55440-0534
- --------------------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices)                  (Zip Code)

Depositor's Telephone Number, including Area Code                 (612) 671-3678
- --------------------------------------------------------------------------------

          Mary Ellyn Minenko, IDS Tower 10, Minneapolis, MN 55440-0010
- --------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

It is proposed that this filing will become effective:  As soon as practicable

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

<PAGE>




   
Prospectus
__________________________, 1999

Asset Allocation Variable Annuity
A flexible premium deferred combination fixed/variable annuity.
    

American Enterprise Variable Annuity Account

   
Issued by: American Enterprise Life Insurance Company
Administrative Offices: 80 South Eighth Street, P.O. Box 534,
Minneapolis, MN 55440-0534
Telephone:  800-333-3437

This prospectus contains information that you should know before investing.  You
also will receive the prospectus for the variable  insurance trust.  Please read
both prospectuses carefully and keep them for future reference.

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

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

A Statement of Additional Information (SAI), dated ________,  1999, incorporated
by reference  into this  prospectus  and filed with the  Securities and Exchange
Commission (SEC), is available without charge by contacting  American Enterprise
Life at the telephone  number above or by completing  and sending the order form
on the last page of this prospectus.  The table of contents of the SAI is on the
last page of this prospectus.
    

<PAGE>

                                Table of contents

   
Key terms..................................................................
The annuity in brief.......................................................
Expense summary............................................................
Financial statements.......................................................
Performance information....................................................
The variable account.......................................................
The funds..................................................................
     [To be filed by amendment]............................................
The fixed account..........................................................
Buying your annuity........................................................
     The retirement date...................................................
     Beneficiary...........................................................
     Purchase payment amounts..............................................
     How to make payments..................................................
Charges....................................................................
     Contract administrative charge........................................
     Variable account administrative charge................................
     Mortality and expense risk fee........................................
     Withdrawal charge.....................................................
     Waiver of withdrawal charge...........................................
     Premium taxes.........................................................
Valuing your investment....................................................
     Number of units.......................................................
     Accumulation unit value...............................................
     Net investment factor.................................................
     Factors that affect variable subaccount accumulation units............
Making the most of your annuity............................................
     Automated dollar-cost averaging.......................................
     Transferring money between subaccounts................................
     Transfer policies.....................................................
     Two ways to request a transfer or a withdrawal........................
Withdrawals from your contract.............................................
     Withdrawal policies...................................................
     Receiving payment when you request a withdrawal.......................
Changing ownership.........................................................
Benefits in case of death..................................................
The annuity payout period..................................................
     Annuity payout plans..................................................
     Death after annuity payouts begin.....................................
    


<PAGE>



   
Taxes......................................................................
     Tax qualification.....................................................
Voting rights..............................................................
Substitution of investments................................................
Distribution of the contract...............................................
About American Enterprise Life.............................................
     Legal proceedings.....................................................
Year 2000 .................................................................
Regular and special reports................................................
     Services..............................................................
Appendix A - Example of Dollar Cost Averaging .............................
Table of contents of the Statement of Additional Information...............
    

<PAGE>

Key terms

These terms can help you understand details about your annuity.

   
Accumulation unit - An accounting unit of measure used to calculate the variable
account contract value before annuity payouts begin.

American  Enterprise Life - In this prospectus,  "we," "us," "our" and "American
Enterprise Life" refer to American Enterprise Life Insurance Company.
    

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

Annuity payouts - An amount paid at regular intervals under one of several plans
available  to the owner  and/or any other  payee.  This  amount may be paid on a
variable or fixed basis.

   
Annuity unit - An  accounting  unit of measure  used to  calculate  the value of
annuity payments from the variable account on or after annuity payouts begin.

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

Close of business - When the New York Stock Exchange  (NYSE) closes,  normally 3
p.m. Central time.
       

Contract  value  - The  total  value  of  your  annuity  before  any  applicable
withdrawal charge and any contract administrative charge have been deducted.

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

Fixed account - An account to which you may allocate purchase payments.  Amounts
allocated to this account earn interest at rates that are declared  periodically
by American Enterprise Life.

   
Funds- Funds and portfolios that are investment options under your annuity. Each
asset  allocation  fund  seeks to  achieve  its  objectives  by  investing  in a
combination  of underlying  mutual  funds.  Each other fund seeks to achieve its
objectives by investing primarily in fixed income or money market securities, in
equity  securities or in a combination  of both.  You may allocate your purchase
payments  into variable  subaccounts  investing in shares of any or all of these
funds (See "The funds").
    

<PAGE>

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

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

o Individual Retirement Annuities (IRAs), including Roth IRAs
o Simplified Employee Pension Plans (SEPs)

All other annuities are considered nonqualified annuities.

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

Valuation date - Any normal business day,  Monday through Friday,  that the NYSE
is open.  The value of each  variable  subaccount  is calculated at the close of
business on each valuation date.

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

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

<PAGE>

   
The annuity in brief

Purpose:  The  purpose of the  annuity is to allow you to  accumulate  money for
retirement.  You do this by making one or more investments  (purchase  payments)
that may earn  returns  that  increase  the value of the  annuity.  The  annuity
provides  lifetime or other  forms of payouts to you or to anyone you  designate
beginning at a specified  date (the  retirement  date).  As in the case of other
annuities,  it may not be  advantageous  for you to purchase  this  annuity as a
replacement for, or in addition to an existing annuity.

Issuer:  American Enterprise Life Insurance Company,  the issuer of the annuity,
is a subsidiary of IDS Life Insurance Company (IDS Life),  which is a subsidiary
of American Express Financial Corporation (AEFC).

Free look period: You may return your annuity to your sales representative or to
our Minneapolis  administrative offices within the time stated on the first page
of your  contract  and receive a full refund of the contract  value.  No charges
will be  deducted.  However,  you  bear  the  investment  risk  from the time of
purchase  until you return the  contract;  the refund amount may be more or less
than the payment you made.  (Exception:  If the law so requires,  we will refund
all of your purchase payments.)

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

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

   
o    the  fixed  account,  which  earns  interest  at a rate  that  is  adjusted
     periodically by American Enterprise Life. (p. )

Buying the annuity:  Your sales representative will help you complete and submit
an  application.  Applications  are  subject to  acceptance  at our  Minneapolis
administrative  offices.  You  may buy a  nonqualified  annuity  or a  qualified
annuity.  You must make an  initial  lump-sum  payment.  You have the  option of
making additional  payments in the future. Some states have time limitations for
making additional payments. (p. )

o    Minimum initial purchase payment - $1,000
o    Minimum additional purchase payment - $100
o    Maximum first-year  purchase payments (without prior approval) - 
          $2,000,000 (for issue ages 0 to 85) 
          $50,000 (for issue ages 86 to 90)

o    Maximum  additional  annual  purchase  payments  (without prior approval) -
          $50,000

Transfers:  Subject to certain  restrictions you currently may redistribute your
money among accounts without charge at any time until annuity payouts begin, and
once per  contract  year  among the  variable  subaccounts  thereafter.  You may
establish   automated   transfers   among  the  fixed   account   and   variable
subaccount(s).  Fixed account transfers are subject to special restrictions.(p.)
    

Withdrawals:  You may  withdraw all or part of your  contract  value at any time
before  the  retirement   date.  You  also  may  establish   automated   partial
withdrawals.  Withdrawals may be subject to charges and tax penalties (including
a 10% IRS penalty if withdrawals are made prior to your reaching age 59 1/2) and
may have other tax consequences; also, certain restrictions apply. (p. )

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

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

   
Annuity payouts: You can apply the contract value to an annuity payout plan that
begins on the  retirement  date.  You may choose from a variety of plans to make
sure that  payouts  continue as long as you like.  If you  purchased a qualified
annuity,  the payout schedule must meet the  requirements of the qualified plan.
Payouts may be made on a fixed or variable basis, or both. Total monthly payouts
may include amounts from each variable subaccount and the fixed account. (p. )

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

Charges: Your annuity is subject to a:

o    $30 annual contract administrative charge;

o    0.15% variable account administrative charge;

o    1.25% mortality and expense risk fee;
    

o    withdrawal charge; and

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

<PAGE>

Expense summary

The  purpose  of this  table is to help you  understand  the  various  costs and
expenses associated with your annuity.

   
You pay no sales charge when you purchase your annuity.  All costs that you bear
directly or indirectly for the variable  subaccounts  and funds are shown below.
Some expenses may vary as explained under "Charges."
    

Contract owner expenses:

   
Withdrawal charge (contingent deferred sales charge as a percentage of purchase
payment withdrawn)

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

Annual contract administrative charge                $30

Variable account annual expenses

         Variable account administrative charge
         (as a percentage of average daily net assets) .............0.15%

         Mortality and expense risk fee
         (as a percentage of average daily net assets ..............1.25%
    

Total variable account annual expenses..............................1.40%

<PAGE>

Annual operating expenses of underlying mutual funds
(management fees and other expenses deducted as a percentage of average net
assets as follows:)

   
[Expense information to be filed by amendment]
<TABLE>
<CAPTION>

                         Fund 1       Fund 2       Fund 3       Fund 4     Fund 5        Fund 6       Fund 7       Fund 8

<S>                      <C>          <C>          <C>          <C>         <C>          <C>          <C>          <C>  
Management fees          0.00%        0.00%        0.00%        0.00%       0.00%        0.00%        0.00%        0.00%

Other expenses           0.00         0.00         0.00         0.00        0.00         0.00         0.00         0.00

Total                    0.00%        0.00%        0.00%        0.00%       0.00%        0.00%        0.00%*       0.00%

                         Fund 9       Fund 10     Fund 11      Fund 12     Fund 13      Fund 14     Fund 15     Fund 16

Management fees          0.00%        0.00%        0.00%       0.00%        0.00%        0.00%       0.00%        0.00%

Other expenses           0.00         0.00         0.00        0.00         0.00         0.00        0.00         0.00

Total                    0.00%        0.00%        0.00%       0.00%        0.00%        0.00%       0.00%        0.00%
</TABLE>




Example:*
<TABLE>
<CAPTION>

              Fund 1        Fund 2        Fund 3      Fund 4      Fund 5         Fund 6       Fund 7      Fund 8

You would pay the following expenses on a $1,000 investment,  assuming 5% annual
return and full withdrawal at the end of each time period:

<S>            <C>            <C>          <C>        <C>          <C>             <C>       <C>          <C>    
1 year         $ 00.00        $ 00.00      $ 00.00    $ 00.00      $ 00.00         $ 00.00   $ 00.00       $ 00.00

3 years         000.00         000.00       000.00     000.00       000.00          000.00    000.00        000.00

5 years         000.00         000.00       000.00     000.00       000.00          000.00    000.00        000.00

10 years        000.00         000.00       000.00     000.00       000.00          000.00    000.00        000.00

You  would  pay the  following  expenses  on the  same  investment  assuming  no
withdrawal  or  selection  of an  annuity  payout  plan at the end of each  time
period:

1 year        $ 00.00       $ 00.00       $ 00.00     $ 00.00     $ 00.00        $ 00.00     $ 00.00      $ 00.00

3 years         00.00         00.00         00.00       00.00       00.00          00.00       00.00        00.00

5 years        000.00        000.00        000.00      000.00      000.00         000.00      000.00       000.00

10 years       000.00        000.00        000.00      000.00      000.00         000.00      000.00       000.00


              Fund 9        Fund 10       Fund 11     Fund 12     Fund 13        Fund 14      Fund 15     Fund 16

You would pay the following expenses on a $1,000 investment,  assuming 5% annual
return and full withdrawal at the end of each time period:

1 year         $ 00.00        $ 00.00      $ 00.00    $ 00.00      $ 00.00         $ 00.00   $ 00.00       $ 00.00

3 years         000.00         000.00       000.00     000.00       000.00          000.00    000.00        000.00

5 years         000.00         000.00       000.00     000.00       000.00          000.00    000.00        000.00

10 years        000.00         000.00       000.00     000.00       000.00          000.00    000.00        000.00


<PAGE>

You  would  pay the  following  expenses  on the  same  investment  assuming  no
withdrawal  or  selection  of an  annuity  payout  plan at the end of each  time
period:

1 year        $ 00.00       $ 00.00       $ 00.00     $ 00.00     $ 00.00        $ 00.00     $ 00.00      $ 00.00

3 years         00.00         00.00         00.00       00.00       00.00          00.00       00.00        00.00

5 years        000.00        000.00        000.00      000.00      000.00         000.00      000.00       000.00

10 years       000.00        000.00        000.00      000.00      000.00         000.00      000.00       000.00

*    In  this  example,  the  $30  annual  contract   administrative  charge  is
     approximated  as a .000%  charge  based on the average  estimated  contract
     size.
</TABLE>

This  example  should  not be  considered  a  representation  of past or  future
expenses. Actual expenses may be more or less than those shown
    

Financial statements

   
The SAI contains the audited  financial  statements of American  Enterprise Life
including:

- -        [To be filed by amendment]

The SAI does not include  financial  statements of the subaccounts  because they
are new and do not have any assets.
    

Performance information

   
Performance  information  for the variable  subaccounts  may appear from time to
time in  advertisements  or sales  literature.  In all cases,  this  information
reflects the performance of a hypothetical investment in a particular subaccount
during a particular time period.  We show performance from the commencement date
of the funds as if the annuity had existed at that time. Past  performance  does
not  guarantee  future  results.  Currently,  we do not provide any  performance
information  for the  subaccounts  because  they  are new and  have  not had any
activity to date.
    

Calculations are performed as follows:

   
Yield - for subaccounts investing in income funds: Net investment income (income
less expenses) per accumulation  unit during a given 30-day period is divided by
the value of the unit on the last day of the period.  The result is converted to
an annual percentage.

Average annual total return:  Expressed as an average annual  compounded rate of
return of a hypothetical  investment over a period of one, five and 10 years (or
up to the life of the  subaccount if it is less than 10 years old).  This figure
reflects  deduction  of  all  applicable   charges,   including:   the  contract
administrative charge;  variable account  administrative  charge;  mortality and
expense risk fee; and withdrawal  charge  (assuming a full withdrawal at the end
of the illustrated period).  Optional average annual total return quotations may
be  made  that  do not  reflect  a  withdrawal  charge  deduction  (assuming  no
withdrawal).  Average  annual total  return may be shown by means of  schedules,
charts or graphs.

Cumulative  total return:  Represents the  cumulative  change in the value of an
investment over a specified period of time (reflecting  change in a subaccount's
accumulation  unit value).  The calculation  assumes  reinvestment of investment
earnings and reflects the deduction of all applicable  charges,  including:  the
contract administrative charge; mortality and expense risk fee; variable account
administrative  charge;  and withdrawal charge (assuming a withdrawal at the end
of the illustrated  period).  Optional cumulative total return quotations may be
made that do not reflect a withdrawal charge deduction (assuming no withdrawal).
Cumulative total return may be shown by means of schedules, charts or graphs.

You  should  consider  performance   information  in  light  of  the  investment
objectives  and policies,  characteristics  and quality of the fund in which the
subaccount invests and the market conditions during the given time period.  Such
information is not intended to indicate future  performance.  Because advertised
yields and total return figures include all annuity charges that have the effect
of  decreasing  advertised  performance,   you  should  not  compare  subaccount
performance  to that of mutual  funds that sell  their  shares  directly  to the
public.  (See the SAI for a further  description  of methods  used to  determine
total return for the subaccounts.)
    

If you would like  additional  information  about  actual  performance,  contact
American Enterprise Life at the address or telephone number on the cover.

The variable account

   
You may  allocate  purchase  payments  to any or all of the  subaccounts  of the
variable account that invest in shares of the following funds:

                                                                     Subaccount
[To be filed by amendment]

We reserve the right to limit the maximum number of subaccounts to which you can
allocate purchase payments or contract value at any time.

The variable  account also includes other  subaccounts  that are available under
annuities  not  described in this  prospectus.  The variable  account  meets the
definition of a separate account under federal securities laws. Income,  capital
gains and  capital  losses of each  subaccount  are  credited or charged to that
subaccount.  State  insurance  law  provides  that we will not charge a variable
subaccount with  liabilities of any other variable  subaccount or of our general
business.

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

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

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

The funds
       

   
[To be filed by amendment]

The assets of each asset  allocation  fund are  invested  in  underlying  mutual
funds. For this reason, the investment performance of each asset allocation fund
is directly related to the investment performance of the underlying mutual funds
in which it invests. Each asset allocation fund's ability to meet its investment
objectives is directly related to the ability of the underlying  mutual funds to
meet their objectives as well as to the allocation among those underlying mutual
funds.

The investment  adviser cannot  guarantee that the asset  allocation  funds, the
underlying mutual funds or the other funds will meet their investment objectives
nor is there any  guarantee  that your  contract  value will equal or exceed the
total  purchase  payments  you made.  Please read the variable  insurance  trust
prospectus for complete  information on investment risks,  deductions,  expenses
and other facts you should know before investing. You should consider carefully,
and on a  continuing  basis,  which  funds  are best  suited  to your  long-term
investment  needs.  Some funds involve more risk than others,  so please monitor
your  investment.  The  variable  insurance  trust  prospectus  is  available by
contacting  American  Enterprise Life at the  administrative  offices address or
telephone number on the front of this prospectus.

The  investment  objectives and policies of some of the funds are similar to the
investment objectives and policies of other funds that the investment adviser or
its affiliates manage.  Although the objectives and policies may be similar, the
investment  results of one fund may be higher or lower  than the  results of the
other  fund.   The   investment   adviser   cannot   guarantee,   and  makes  no
representation,  that the investment results of similar funds will be comparable
even if the funds have the same investment adviser, manager or sponsor.

All funds are available to serve as investment options under variable annuities,
variable life insurance contracts and qualified plans. It is conceivable that in
the future it may be  disadvantageous  for variable annuity  accounts,  variable
life insurance  accounts and/or qualified plans to invest in the available funds
simultaneously. Although American Enterprise Life and the funds currently do not
foresee any such disadvantages, the Trust Board of the funds will monitor events
in order to identify any material conflicts between such annuity owners,  policy
owners and qualified plans and to determine what action, if any, should be taken
in  response  to a  conflict.  If the  Board  were to  conclude  that it  should
establish  separate funds for the variable annuity,  variable life insurance and
qualified plan accounts,  the variable  annuity  contract holders would not bear
any expenses  associated with establishing  separate funds.  Please refer to the
variable  insurance  trust  prospectus for risk  disclosure  regarding mixed and
shared funding.

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

The fixed account

You  also  may  allocate  purchase  payments  to  the  fixed  account.  American
Enterprise  Life backs the  principal  and interest  guarantees  relating to the
fixed account.  The value of the fixed account increases as interest is credited
to the account. Purchase payments and transfers to the fixed account become part
of the general account of American Enterprise Life, the company's main portfolio
of  investments.  We credit and compound  interest daily to produce an effective
annual  interest  rate.  We may  change  the  interest  rate  from time to time.
However,  we guarantee that the rate will not be less than a 3% effective annual
interest  rate and that we will not change the rate we credit to any  portion of
the fixed account contract value more than once each year.

Because of exemptive and exclusionary provisions, interests in the fixed account
have not been registered under the Securities Act of 1933 (1933 Act), nor is the
fixed  account   registered  as  an  investment  company  under  the  1940  Act.
Accordingly,  neither the fixed  account nor any  interests in it are  generally
subject to the  provisions  of the 1933 or 1940 Acts.  We have been advised that
the staff of the SEC has not reviewed the  disclosures in this  prospectus  that
relate to the fixed account.  Disclosures regarding the fixed account,  however,
may be  subject  to  certain  generally  applicable  provisions  of the  federal
securities laws relating to the accuracy and  completeness of statements made in
prospectuses.  (See "Transfer  policies" for restrictions on transfers involving
the fixed account).
    

<PAGE>

Buying your annuity

   
Your sales representative will help you prepare and submit your application, and
send  it  along  with  your  initial   purchase   payment  to  our   Minneapolis
administrative  office.  As the owner,  you have all rights and may  receive all
benefits  under the contract.  Your  nonqualified  annuity can be owned in joint
tenancy only in spousal situations. A qualified annuity cannot be owned in joint
tenancy.  You can buy an annuity or become an annuitant if you are 90 or younger
(63 or younger for qualified annuities purchased in Maryland and Washington).
    

When you apply, you may select:

o    the fixed account and/or subaccount(s) in which you want to invest;
o    how you want to make purchase payments;
o    the date you want to start receiving annuity payouts (the retirement date);
     and
o    a beneficiary.

   
If your  application  is complete,  we will  process it and apply your  purchase
payment to the fixed account and  subaccount(s) you selected within two business
days after we receive it at our Minneapolis administrative offices. If we accept
your  application,  we will  send  you a  contract.  If we  cannot  accept  your
application  within  five  business  days,  we will  decline it and return  your
payment.  We will credit additional  purchase payments to your account(s) at the
next  close of  business  after we  receive  your  payments  at our  Minneapolis
administrative offices.
    

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

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

The retirement date
Annuity payouts are scheduled to begin on the retirement  date. 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 nonqualified annuities and Roth IRAs, the retirement date must be:

   
o    no earlier than the 60th day after the contract's effective date; and
o    no  later  than  the  annuitant's  85th  birthday  (or  the  10th  contract
     anniversary, if later).
    

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

   
o    on or after the annuitant reaches age 59 1/2; and
o    by April 1 of the year  following  the  calendar  year  when the  annuitant
     reaches age 70 1/2.

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

Beneficiary
If death benefits  become payable before the retirement  date while the contract
is in force and  before  annuity  payouts  begin,  your named  beneficiary  will
receive all or part of the  contract  value.  If there is no named  beneficiary,
then you or your  estate  will be the  beneficiary.  (See  "Benefits  in case of
death" for more about beneficiaries.)

Purchase payment amounts
Minimum initial purchase payment (includes SIPs):  $1,000

Minimum additional purchase payment (includes SIPs):  $100

Maximum first-year purchase payments:
         $2,000,000 (for issue ages 0 to 85 without prior approval) 
         $50,000 (for issue ages 86 to 90 without prior approval)

Maximum annual purchase payments after the first year:  
         $50,000 (without prior approval)
    

How to make payments
By letter

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

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

<PAGE>

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

         By SIP:

   
         Contact  your  sales  representative  to  complete  the  necessary  SIP
         paperwork.
    

Charges

   
Contract administrative charge
We charge this fee for establishing and maintaining your records.  We deduct $30
from the contract value on your contract anniversary at the end of each contract
year. This charge is prorated among the subaccounts and the fixed account in the
same  proportion  your  interest in each  account  bears to your total  contract
value.  We will waive this charge when the contract  value is $50,000 or more on
the  current  contract  anniversary.  If you take a full  withdrawal  from  your
contract,  we will  deduct  the $30  annual  charge  at the  time of  withdrawal
regardless of contract  value. We cannot increase the annual contract charge and
it does not apply after annuity payouts begin or when we pay death benefits.

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

Mortality and expense risk fee
We apply this charge daily to the variable  subaccounts.  It is reflected in the
unit values of the  subaccounts  and it totals 1.25% of their  average daily net
assets on an annual  basis.  This fee covers the mortality and expense risk that
we assume.  Approximately  two-thirds  of this amount is for our  assumption  of
mortality  risk, and one-third is for our  assumption of expense risk.  This fee
does not apply to the fixed account.

Mortality  risk arises  because of our  guarantee to pay a death benefit and our
guarantee to make annuity  payouts  according to the terms of the  contract,  no
matter  how long a  specific  annuitant  lives and no matter how long the entire
group of American  Enterprise  Life  annuitants  live. If, as a group,  American
Enterprise  Life  annuitants  outlive the life expectancy we have assumed in our
actuarial  tables,  then we must take money from our general  assets to meet our
obligations.  If, as a group, American Enterprise Life annuitants do not live as
long as expected,  we could  profit from the  mortality  risk fee.  Expense risk
arises  because  we cannot  increase  the  contract  administrative  charge  and
variable  account  administrative  charge  and these  charges  may not cover our
expenses. We would have to make up any deficit from our general assets.
    

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

Withdrawal charge
If you withdraw part or all of your contract, you may be subject to a withdrawal
charge.  The  withdrawal  amount you request is  determined by drawing from your
total contract value in the following order:

   
1. First,  we withdraw up to 10% of your prior  anniversary  contract value that
you have not yet  withdrawn  during this contract  year.  There is no withdrawal
charge on this amount.

2. Next, we withdraw contract earnings, if any, that are greater than the annual
10% free withdrawal  amount described in number 1 above.  Contract  earnings are
contract  value  minus  all  purchase   payments  received  and  not  previously
withdrawn. There is no withdrawal charge on this amount.

3. Next, we withdraw  purchase  payments received eight or more years before the
withdrawal  and not  previously  withdrawn.  There is no  withdrawal  charge  on
purchase payments received eight or more years before withdrawal.

4. Finally,  if necessary,  we withdraw  purchase payments received in the seven
years before the withdrawal on a "first-in,  first-out" (FIFO) basis. There is a
withdrawal  charge on these  payments.  We determine your  withdrawal  charge by
multiplying  each  of  these  payments  by  the  applicable   withdrawal  charge
percentage, and then totaling the withdrawal charges.
    

<PAGE>

   
The withdrawal charge  percentage  depends on the number of years since you made
the payment(s) withdrawn.

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

Withdrawal charge calculation example

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


   
o    The  contract  date is July 1, 1999 with a contract  year of July 1 through
     June 30 and with an anniversary date of July 1 each year; and

o    We received these payments - $10,000 July 1, 1999, $8,000 Dec. 31, 2005 and
     $6,000 Feb. 20, 2007; and

o    The owner withdraws the contract for its total  withdrawal value of $38,101
     on Aug. 5, 2009 and had not made any other withdrawals during that contract
     year; and

o    The prior anniversary July 1, 2008 contract value was $38,488.
    

<PAGE>
<TABLE>
<CAPTION>

         Withdrawal charge                                         Explanation
<S>              <C>                  <C>          
                 $0                   $3,848.80 is 10% of the prior anniversary contract value withdrawn
                                      without withdrawal charge; and

                 0                    $10,252.20 is contract earnings in excess of the 10% free withdrawal
                                      amount withdrawn without withdrawal charge; and

   
                 0                    $10,000  July 1, 1999 payment was received
                                      eight or more years before  withdrawal and
                                      is withdrawn  without  withdrawal  charge;
                                      and

                400                   $8,000 Dec. 31, 2005 payment is in its fourth year from receipt,
                                      withdrawn with a 5% withdrawal charge; and

                300                   $6,000 Feb. 20, 2007 payment is in its third year from receipt
                                      withdrawn with a 5% withdrawal charge.

- -------------------------------------
                $700
</TABLE>

For a partial  withdrawal that is subject to a withdrawal  charge, the amount we
actually  withdraw from your contract  value will be the amount you request plus
any applicable withdrawal charge. The withdrawal charge is applied to this total
amount. We pay you the amount you requested.  If you take a full withdrawal from
your contract, the $30 contract charge also will be deducted.
    

Waiver of withdrawal charge There are no withdrawal charges for:

   
o    withdrawals  during  the year  totaling  the  greater  of 10% of your prior
     contract anniversary contract value or contract earnings;
o    required minimum  distributions from a qualified annuity (for those amounts
     required to be distributed from the annuity described in this prospectus);
o    contracts settled using an annuity payout plan;
o    death benefits.
o    withdrawals you make under your contract's  "Waiver of Withdrawal  Charges"
     provision. To the extent permitted by state law, your contract will include
     this provision when the owner and annuitant are under age 76 on the date we
     issue the  contract.  We will waive  withdrawal  charges  that are normally
     assessed upon full or partial  withdrawal if you provide proof satisfactory
     to us that, as of the date you request the withdrawal, you or the annuitant
     are  confined to a hospital or nursing  home and have been for the prior 60
     days. (See your annuity contract for additional conditions and restrictions
     on this waiver.)
o    withdrawals you make if you or the annuitant are diagnosed in the second or
     later  contract  years as  disabled  with a  medical  condition  that  with
     reasonable  medical certainty will result in death within 12 months or less
     from the date of the licensed  physician's  statement.  You must provide us
     with a licensed  physician's  statement  containing  the  terminal  illness
     diagnosis and the date the terminal illness was initially diagnosed.
    

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

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

Valuing your investment

   
Here is how we value your fixed account and variable subaccounts:

Fixed account:  We value the amounts  allocated to the fixed account directly in
dollars. The fixed account value equals:

o    the sum of your  purchase  payments and transfer  amounts  allocated to the
     fixed account; plus
o    interest credited; minus
o    the sum of amounts withdrawn (including any applicable  withdrawal charges)
     and amounts transferred out; and minus
o    any prorated contract administrative charge.

Variable  subaccounts:  We convert amounts allocated to the variable subaccounts
into  accumulation  units.  Each time you make a purchase  payment  or  transfer
amounts  into one of the  variable  subaccounts,  we credit a certain  number of
accumulation units to your contract for that subaccount.  Conversely,  each time
you take a partial withdrawal,  transfer amounts out of a variable subaccount or
are assessed a contract  administrative  charge, we subtract a certain number of
accumulation units from your contract.

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

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

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

   
Net investment factor
The net investment factor is determined by:

o    adding  the  underlying  fund's  current  net asset  value  per share  plus
     per-share amount of any current dividend or capital gain distribution; then
o    dividing that sum by the previous net asset value per share; and
o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee and the variable account administrative charge from the result.

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

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

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

   
o        additional purchase payments allocated to the variable subaccount(s);
o        transfers into or out of the variable subaccount(s);
o        partial withdrawals;
o        withdrawal charges; and/or
o        prorated portions of the contract administrative charge.
    

Accumulation unit values will fluctuate due to:

   
o    changes in net asset value of underlying fund(s);
o    dividends distributed to the variable subaccount(s);
o    capital gains or losses of underlying fund(s);
o    fund operating expenses;
o    mortality and expense risk fees; and/or
o    variable account administrative charges.
    

<PAGE>

Making the most of your annuity

   
Automated dollar-cost averaging
Currently,  you can use  automated  transfers to take  advantage of  dollar-cost
averaging  (investing a fixed  amount at regular  intervals).  For example,  you
might have a set  amount  transferred  monthly  from a  relatively  conservative
variable  subaccount to a more aggressive one, or to several others, or from the
fixed  account  to one or more  variable  subaccounts.  You also can  obtain the
benefits of dollar-cost  averaging by setting up regular automatic SIP payments.
There is no charge for dollar-cost averaging.

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

Dollar-cost  averaging does not guarantee that any variable subaccount will gain
in value nor will it protect  against a decline in value if market  prices fall.
Because  this  strategy  involves  continuous   investing,   your  success  with
dollar-cost  averaging  will depend upon your  willingness to continue to invest
regularly through periods of low price levels.  Dollar-cost  averaging can be an
effective way to help meet your long-term goals.  For specific  features contact
your sales  representative.  Some  restrictions  apply.  (See  Appendix A for an
example of how dollar cost averaging works.)
    

Transferring money between subaccounts
You may transfer money from any one subaccount, or the fixed account, to another
before annuity payouts begin. (Certain restrictions apply to transfers involving
the fixed  account.) We will process your transfer  request at the next close of
business after we receive it. There is no charge for transfers.  Before making a
transfer, you should consider the risks involved in switching investments.

   
We may suspend or modify  transfer  privileges at any time. In addition,  we may
modify or restrict the right to transfer contract values between the subaccounts
if we determine, in our sole discretion,  that the exercise of that right by one
or more contract  owners is, or would be, to the  disadvantage of other contract
owners. Any modification could be applied to transfers to or from some or all of
the subaccounts.  These modifications could include,  but not be limited to: the
requirement  of a minimum  time period  between  each  transfer,  not  accepting
transfer requests of a sales representative  acting under a power of attorney on
behalf of more than one contract  owner;  or limiting the dollar amount that may
be transferred between the subaccounts and the fixed account by a contract owner
at any one  time.  We may  apply  these  modifications  or  restrictions  in any
reasonable  manner to prevent transfers we consider to be to the disadvantage of
other  contract  owners.  (For  information on transfers  after annuity  payouts
begin, see "Transfer policies.")
    

Transfer policies
o    You may transfer  contract values between the variable  subaccounts or from
     the  subaccount(s) to the fixed account at any time.  However,  if you have
     made a transfer  from the fixed account to the  subaccount(s),  you may not
     make a  transfer  from any  subaccount  back to the fixed  account  for six
     months following that transfer.

o    You may  transfer  contract  values from the fixed  account to the variable
     subaccount(s) on or within 30 days before or after the contract anniversary
     (except for automated  transfers,  which can be set up for certain transfer
     periods subject to certain minimums).

o    If we  receive  your  request  on or  within  30 days  before  or after the
     contract  anniversary  date,  the  transfer  from the fixed  account to the
     variable subaccount(s) will be effective on the day we receive it.

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

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

Two ways to request a transfer or a withdrawal
1        By letter

Send  your  name,   contract   number,   Social   Security  number  or  taxpayer
identification number and signed request for a transfer or withdrawal to:

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

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

   
Minimum amount
Transfers or withdrawals:           $100 or entire variable subaccount or fixed
                                    account balance
    

<PAGE>

   
Maximum amount
Transfers or withdrawals:           Contract value or the entire variable
                                    subaccount or fixed account balance
    

2        By automated transfers and automated partial withdrawals

   
Your sales  representative  can help you set up automated  transfers  among your
subaccount(s) or fixed account or partial withdrawals from the accounts.
    

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

   
o        Automated transfers may not exceed an amount that, if continued,  would
         deplete  the  fixed  account  or  subaccount(s)   from  which  you  are
         transferring within 12 months unless we agree otherwise.
    

o        Automated  transfers and automated  partial  withdrawals are subject to
         all of  the  contract  provisions  and  terms,  including  transfer  of
         contract  values  between  accounts.   Automated   withdrawals  may  be
         restricted by applicable law under some contracts.

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

Minimum amount
Automated transfers or withdrawals:                 $100 monthly/$250 quarterly,
                                                    semiannually or annually

Maximum amount
Automated transfers or withdrawals:                 Contract value (except for
                                                    automated transfers from the
                                                    fixed account)

Withdrawals from your contract

   
As owner,  you may  withdraw  all or part of your  contract  at any time  before
annuity payouts begin by sending a written request to American  Enterprise Life.
For total  withdrawals  we will compute the value of the  withdrawal at the next
close of business  after we receive your  request.  We may ask you to return the
contract.  You may have to pay withdrawal charges (see "Withdrawal  charge") and
IRS taxes and penalties (see "Taxes"). You cannot make withdrawals after annuity
payouts begin.
    

<PAGE>

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

Receiving payment when you request a withdrawal By regular or express mail:

o        Payable to owner.

o        Normally  mailed to address of record within seven days after receiving
         your request. However, we may postpone the payment if:

         -the withdrawal  amount includes a purchase  payment check that has not
          cleared;  
         -the NYSE is closed,  except for normal  holiday  and weekend closings;
         -trading on the NYSE is restricted,  according to SEC rules;
         -an  emergency,  as defined by SEC rules,  makes it impractical to sell
          securities or value the net assets of the accounts; or
         -the SEC permits us to delay payment for the protection of security
          holders.

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

Changing ownership

You may change  ownership of your  nonqualified  annuity at any time by filing a
change  of  ownership  on a form  approved  by us and  sent  to our  Minneapolis
administrative  offices.  The change will become binding upon us when we receive
and  record it. We will honor any change of  ownership  request  believed  to be
authentic and will use reasonable procedures to confirm  authenticity.  If these
procedures  are  followed,  we take no  responsibility  for the  validity of the
change.

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

If you have a qualified annuity, you may not sell, assign, transfer, discount or
pledge  your  contract  as  collateral  for a  loan,  or  as  security  for  the
performance  of an  obligation  or for any other  purpose  except as required or
permitted by the Code.
    

<PAGE>

   
Benefits in case of death

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

1.   the contract value; or

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

3.   the "maximum  anniversary  value"  immediately  preceding the date of death
     increased by the dollar amount of any payments since that  anniversary  and
     reduced by any adjustments for partial withdrawals since that anniversary.

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

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

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

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

     (a)  the contract value on that anniversary; or

     (b)  total  payments  made to the contract  minus  adjustments  for partial
          withdrawals.

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

Example:

o    The contract is purchased with a payment of $20,000 on January 1, 1999.
o    On January 1, 2000 (the first contract  anniversary) the contract value has
     grown to $24,000.
o    On March 1, 2000 the contract  value has fallen to $22,000,  at which point
     the owner takes a $1,500  partial  withdrawal,  leaving a contract value of
     $20,500.

The death benefit on March 1, 2000 is calculated as follows:

   
The "maximum anniversary value:"                                      $24,000.00
(the greatest of the anniversary values which was the
contract value on January 1, 2000)
    

plus any purchase payments paid since that anniversary:            +        0.00

less any "adjusted partial withdrawal" taken since that anniversary,
calculated as:                      1,500      x   24,000     =    -    1,636.36
                                    -----                          -------------
                                   22,000
for a death benefit of:                                               $22,363.64
       

If your  spouse is sole  beneficiary  under a  nonqualified  annuity and you die
before the  retirement  date,  your spouse may keep the 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.

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

Payments:  We will pay the  beneficiary in a single sum unless you have given us
other written  instructions,  or the  beneficiary  may receive payouts under any
annuity payout plan available under this contract if:

o the  beneficiary  asks us in writing  within 60 days after we receive proof of
death;  and o payouts begin no later than one year after death, or other date as
permitted  by the Code;  and o the  payout  period  does not  extend  beyond the
beneficiary's life or life expectancy.

When paying the beneficiary,  we will determine the contract's value at the next
close of business after our death claim requirements are fulfilled. Interest, if
any, will be paid from the date of death at a rate no less than required by law.
We will mail payment to the beneficiary  within seven days after our death claim
requirements are fulfilled. (See "Taxes.")

The annuity payout period

   
As owner of the  contract,  you have the right to decide how and to whom annuity
payouts will be made starting at the retirement  date. You may select one of the
annuity  payout plans outlined  below,  or we may mutually agree on other payout
arrangements.  No withdrawal  charges are deducted under the payout plans listed
below.

You also decide  whether  annuity  payouts are to be made on a fixed or variable
basis, or a combination of fixed and variable.  The amount available to purchase
payouts under the plan you select is the contract value on your  retirement date
(less any applicable premium tax). You may reallocate this contract value to the
fixed account to provide fixed dollar  payouts  and/or among the  subaccounts to
provide variable annuity payouts.  During the annuity payout period,  we reserve
the right to limit the number of subaccounts in which you may invest.
    

Amounts of fixed and variable payouts depend on:
o        the annuity payout plan you select;
o        the annuitant's age and, in most cases, sex;
o        the annuity table in the contract; and
o        the amounts you allocated to the account(s) at settlement.

   
In  addition,  for  variable  payouts  only,  amounts  depend on the  investment
performance of the subaccount(s) you select.  These payouts will vary from month
to month because the performance of the underlying funds will fluctuate. (In the
case of fixed  annuities,  payouts  remain the same from  month to  month.)  For
information  with respect to transfers  between  accounts after annuity  payouts
begin, see "Transfer policies."
    

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

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

o Plan B - Life  annuity  with five,  10 or 15 years  certain:  We make  monthly
payouts for a guaranteed  payout  period of five, 10 or 15 years that you elect.
This election will determine the length of the payout period to the  beneficiary
if the annuitant should die before the elected period has expired.  We calculate
the guaranteed payout period from the retirement date. If the annuitant outlives
the elected guaranteed payout period, we will continue to make payouts until the
annuitant's death.

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

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

o Plan E -  Payouts  for a  specified  period:  We make  monthly  payouts  for a
specific  payout  period of 10 to 30 years that you elect.  We will make payouts
only for the number of years  specified  whether the annuitant is living or not.
Depending on the selected time period,  it is foreseeable  that an annuitant can
outlive the payout  period  selected.  In addition,  a 10% IRS penalty tax could
apply under this payout plan. (See "Taxes.")
    

Restrictions for some qualified plans: If you purchased a qualified annuity, you
must select a payout plan that provides for payouts:

o        over the life of the annuitant;
o        over the joint lives of the annuitant and a designated beneficiary;
o        for a period not exceeding the life expectancy of the annuitant; or
o        for a period not exceeding the joint life expectancies of the annuitant
         and a designated beneficiary.

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

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

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

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

Taxes

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

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

   
Tax law requires that all nonqualified  deferred annuity contracts issued by the
same  company  to the same owner  during a  calendar  year be taxed as a single,
unified contract when distributions are taken from any one of those contracts.

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

Withdrawals:  If you withdraw part or all of your  contract  before your annuity
payouts  begin,  your  withdrawal  payment  will be taxed to the extent that the
value  of  your  contract   immediately   before  the  withdrawal  exceeds  your
investment.  You also may have to pay a 10% IRS penalty for withdrawals you make
prior to age 59 1/2. For qualified  annuities,  other penalties may apply if you
make  withdrawals  from your  annuity  before your plan  specifies  that you can
receive payouts.
    

Death benefits to  beneficiaries:  The death benefit under an annuity  (except a
Roth  IRA) is not tax  exempt.  Any  amount  received  by the  beneficiary  that
represents  previously  deferred  earnings  within  the  contract  is taxable as
ordinary  income  to the  beneficiary  in the  year(s)  he or she  receives  the
payments.  The  death  benefit  under a Roth IRA  generally  is not  taxable  as
ordinary income to the beneficiary.

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

   
Penalties: If you receive amounts from your contract before reaching age 59 1/2,
you may have to pay a 10% IRS penalty on the amount  includable in your ordinary
income.  However,  this penalty will not apply to any amount  received by you or
your beneficiary:
    

o        because of your death;
o        because you become disabled (as defined in the Code);
o        if the distribution is part of a series of substantially equal periodic
         payments, made at least annually, over your life or life expectancy (or
         joint lives or life expectancies of you and your beneficiary); or
o        if it is allocable to an investment before Aug. 14, 1982 (except for
         qualified annuities).

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

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

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

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

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

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

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

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

Tax qualification
We intend  that the  contract  qualify  as an  annuity  for  federal  income tax
purposes.  To that end, the  provisions of the contract are to be interpreted to
ensure or maintain such tax qualification,  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.
    

Voting rights

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

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

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

   
o the reserve held in each  subaccount for your  contract;  divided by o the net
asset value of one share of the applicable fund.
    

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

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

Substitution of investments

   
We may  change  the funds from  which the  subaccounts  buy  shares if:  laws or
regulations change; the existing funds become  unavailable;  or, in the judgment
of  American  Enterprise  Life,  the  funds  no  longer  are  suitable  for  the
subaccounts.  If any of these situations  occur, we have the right to substitute
the funds  held in the  subaccounts  for other  registered  open-end  management
investment  companies when American  Enterprise Life believes it would be in the
best interest of persons having voting rights under the contracts.

We may also:
     o    add new subaccounts;
     o    combine any two or more subaccounts;
     o    make additional subaccounts investing in additional funds;
     o    transfer assets to and from the  subaccounts or the variable  account;
          and
     o    eliminate or close any subaccounts.

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

Distribution of the contract

[To be filed by amendment]
    

About American Enterprise Life

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

American  Enterprise  Life is a stock life insurance  company  organized in 1981
under the laws of the state of Indiana.  Its administrative  offices are located
at 80 South Eighth Street,  Minneapolis,  MN 55402. Its statutory address is 100
Capitol  Center  South,  201  North  Illinois  Street,  Indianapolis,  IN 46204.
American  Enterprise  Life is licensed in the state of Indiana and it conducts a
conventional life insurance business.

   
Legal Proceedings

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions in which American  Enterprise Life and AEFC do business  involving
insurers'  sales  practices,  alleged  agent  misconduct,  failure  to  properly
supervise  agents and other matters.  American  Enterprise  Life and AEFC,  like
other  life  and  health  insurers,  from  time to  time  are  involved  in such
litigation.  On October 13, 1998, an action entitled Richard W. And Elizabeth J.
Thoresen vs. American Express  Financial  Corporation,  American  Centurion Life
Assurance Company, American Enterprise Life Insurance Company, American Partners
Life  Insurance  Company,  IDS Life  Insurance  Company  and IDS Life  Insurance
Company of New York was  commenced  in  Minnesota  State  Court.  The action was
brought by individuals who purchased an annuity in a qualified plan. They allege
that the sale of annuities in tax-deferred  contributory  retirement  investment
plans (e.g., IRAs) is never  appropriate.  The plaintiffs purport to represent a
class consisting of all persons who made similar purchases.  The plaintiffs seek
damages in an unspecified amount.

American  Enterprise  Life is an defendant in various  other  lawsuits,  none of
which,  in  American  Enterprise  Life's  opinion,  will  result  in a  material
liability.
    

Year 2000

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material  impact on the  operations of the variable  account.
The variable  account has no computer  systems of its own but is dependent  upon
the systems maintained by AEFC and certain other third parties.

A  comprehensive  review of AEFC's computer  systems and business  processes 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. The Year 2000 readiness of
unaffiliated  investment  managers and other third parties whose system failures
could have an impact on the  variable  account's  operations  currently is being
evaluated.  The  potential  materiality  of any such impact is not known at this
time.

Regular and special reports

Services
To help you  track  and  evaluate  the  performance  of your  annuity,  American
Enterprise Life provides:

Quarterly statements showing the value of your investment.

Annual reports containing required information on the annuity and its underlying
investments.

<PAGE>
<TABLE>
<CAPTION>

   
Appendix A
Example of Dollar Cost Averaging
                                 How dollar-cost averaging works

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

                        Mar              100                17                  5.88

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

                        Jul              100                17                  5.88

                        Aug              100                19                  5.26

and fewer units         Sep              100                21                  4.76
when the per unit
market price is high    Oct              100                20                  5.00
</TABLE>

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

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

<PAGE>


Table of contents of the Statement of Additional Information

   
Performance Information................................................
Calculating Annuity Payouts............................................
Rating Agencies........................................................
Principal Underwriter..................................................
Independent Auditors...................................................
Saving for Retirement..................................................
Prospectus.............................................................
Financial Statements -
         American Enterprise Life Insurance Company
    

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

   
        Asset Allocation Variable Annuity
    

        Variable Insurance Trust

Mail your request to:

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

American Enterprise Life will mail your request to:

Your name_______________________________________________________________________

Address_________________________________________________________________________

City_____________________________State____________________Zip___________________


<PAGE>











                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

   
                        ASSET ALLOCATION VARIABLE ANNUITY
    

                  AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT

   
                                __________, 1999
    


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

   
This  Statement  of  Additional  Information  (SAI),  dated  ,  1999,  is  not a
prospectus.  It should be read together with the prospectus  dated , 1999, which
you can obtain from your sales representative, or by writing or calling American
Enterprise Life at the address or telephone number below.
    



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

<PAGE>


                                TABLE OF CONTENTS

Performance Information.........................................................

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

Rating Agencies.................................................................

Principal Underwriter...........................................................

Independent Auditors............................................................
       

Prospectus......................................................................

   
Financial Statements -
 .........American Enterprise Life Insurance Company
    

<PAGE>

PERFORMANCE INFORMATION
       

   
Calculation of yield for the subaccounts investing in income funds

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

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

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

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

Calculation of Average Annual Total Return

   
We will express  quotations  of average  annual total return for a subaccount in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment  in the annuity over a period of one, five and 10 years (or, if less,
up to the life of the account), calculated according to the following formula:
    

                                  P(1+T)n = ERV

where:            P   =    a hypothetical initial payment of $1,000
                  T   =    average annual total return
                  n   =    number of years
              EVR     =    Ending  Redeemable  Value of a hypothetical  $1,000
                           payment made at the beginning of the one-,  five-, or
                           10-year  (or  other)  period  at the end of the one-,
                           five-,  or 10-year (or other)  period (or  fractional
                           portion thereof)

<PAGE>

   
We  calculated  the  following  performance  figure on the  basis of  historical
performance of each fund. We show performance from the commencement  date of the
funds as if the  annuity  had existed at that time.  Past  performance  does not
guarantee future results. We did not provide any performance information for the
subaccounts because they are new and have not had any activity to date.


                           Average Annual Total Return For Period Ended , 1998
    

Average Annual Total Return with Withdrawal

   
                   Performance Since Commencement of the Fund*
    

                                                                Since
                                                                Commencement
Subaccount investing in:      1 Year      5 Year     10 Year    (Fund)
- -----------------------

   
Fund 1 (date/date)**  
Fund 2 (date/date)  
Fund 3 (date/date)  
Fund 4 (date/date)
Fund 5 (date/date) 
Fund 6 (date/date) 
Fund 7 (date/date) 
Fund 8 (date/date) 
Fund 9 (date/date)  
Fund 10 (date/date)  
Fund 11 (date/date) 
Fund 12 (date/date) 
Fund 13 (date/date) 
Fund 14 (date/date) 
Fund 15 (date/date) 
Fund 16 (date/date)

* Current  applicable  annual charges deducted from fund  performance  include a
mortality  and expense risk fee of 1.25% (as a percentage  of average  daily net
assets), a variable account  administrative  charge of 0.15% (as a percentage of
average  daily  net  assets)  and  a  $30  contract  administrative  charge.  **
(Commencement date of the subaccount; Commencement date of the fund)
    

<PAGE>

   
Average Annual Total Return without Withdrawal

                   Performance Since Commencement of the Fund*

                                                                Since
                                                                Commencement
Subaccount investing in:      1 Year      5 Year     10 Year    (Fund)
- -----------------------

Fund 1 (date/date)**  
Fund 2 (date/date)  
Fund 3 (date/date)  
Fund 4 (date/date)
Fund 5 (date/date) 
Fund 6 (date/date) 
Fund 7 (date/date) 
Fund 8 (date/date) 
Fund 9 (date/date)  
Fund 10 (date/date)  
Fund 11 (date/date) 
Fund 12 (date/date) 
Fund 13 (date/date) 
Fund 14 (date/date) 
Fund 15 (date/date) 
Fund 16 (date/date)

* Current  applicable  annual charges deducted from fund  performance  include a
mortality  and expense risk fee of 1.25% (as a percentage  of average  daily net
assets), a variable account  administrative  charge of 0.15% (as a percentage of
average  daily  net  assets)  and  a  $30  contract  administrative  charge.  **
(Commencement date of the subaccount; Commencement date of the fund)
    

Aggregate Total Return

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

                                               ERV - P
                                                  P

where:        P = a hypothetical initial payment of $1,000
         ERV    = Ending  Redeemable  Value of a  hypothetical  $1,000 payment
                  made at the  beginning  of the  one-,  five-,  or 10- year (or
                  other) period at the end of the one-,  five-,  or 10- year (or
                  other) period (or fractional portion thereof)

   
When we calculate  average annual or aggregate total return,  the Securities and
Exchange  Commission (SEC) requires that we make an assumption that the contract
owner withdraws the entire  contract at the end of the one-,  five- and 10- year
periods (or, if less,  up to the life of the  subaccount).  In addition,  we may
show performance figures without the deduction of a withdrawal charge. All total
return  figures  reflect the deduction of all applicable  charges  including the
contract  administrative  charge, the variable account administrative charge and
the mortality and expense risk fee.

Independent rating or statistical services or publishers or publications such as
The Bank Rate Monitor National Index, Barron's, Business Week, CDA Technologies,
Donoghue's Money Market Fund Report,  Financial Services Week,  Financial Times,
Financial  World,  Forbes,  Fortune,  Global Investor,  Institutional  Investor,
Investor's  Daily,  Kiplinger's  Personal Finance,  Lipper Analytical  Services,
Money,  Morningstar,  Mutual  Fund  Forecaster,  Newsweek,  The New York  Times,
Personal Investor,  Stanger Report, Sylvia Porter's Personal Finance, USA Today,
U.S. News & World Report,  The Wall Street Journal and  Wiesenberger  Investment
Companies  Service may quote  subaccount  performance,  compare it to  rankings,
yields or returns,  or use it in variable  annuity  accumulation  or  settlement
illustrations they publish or prepare.
    

CALCULATING ANNUITY PAYOUTS

The Variable Account

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

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

   
o        determine the dollar value of your annuity as of the valuation  date on
         (or next day preceding) the seventh  calendar day before the retirement
         date and then deduct any applicable premium tax; then
o        apply the result to the  annuity  table  contained  in the  contract or
         another table at least as favorable. The annuity table shows the amount
         of the first monthly  payment for each $1,000 of value which depends on
         factors built into the table, as described below.

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

Subsequent Payouts: To compute later payouts, we multiply:

   
o    the annuity unit value on the valuation date on (or next day preceding) the
     seventh calendar day before the payout is due; by
    

o    the fixed number of annuity units credited to you.

   
Annuity Table:  The table shows the amount of the first monthly payment for each
$1,000 of contract value according to the age and, when  applicable,  the sex of
the annuitant.  (Where required by law, we will use a unisex table of settlement
rates.) The table  assumes that the contract  value is invested at the beginning
of the annuity payout period and earns a 4% rate of return,  which is reinvested
and helps to support future payouts.

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

o    the net investment factor; and
o    the  neutralizing  factor.  The  purpose of the  neutralizing  factor is to
     offset the effect of the  assumed  investment  rate built into the  annuity
     table.  With an assumed  investment rate of 4%, the neutralizing  factor is
     0.999893 for a one day valuation period.

Net Investment Factor: We determine this value by:

o    adding  the  underlying  fund's  current  net asset  value  per share  plus
     per-share amount of any current dividend or capital gain distribution; then
o    dividing that sum by the previous net asset value per share; and
o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee and the variable account administrative charge from the result.

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

The Fixed Account

   
Your fixed annuity payout amounts are  guaranteed by American  Enterprise  Life.
Once calculated, your payout will remain the same and never change. To calculate
your annuity payouts we:

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

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

<PAGE>

RATING AGENCIES

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

             Rating agency                          Rating

               A.M. Best                              A+
                                                  (Superior)

             Duff & Phelps                           AAA

                Moody's                              Aa2

PRINCIPAL UNDERWRITER

   
The principal  underwriter for the variable  accounts is __________ which offers
the variable contracts on a continuous basis.
    

INDEPENDENT AUDITORS

   
[To be filed by amendment]
    

PROSPECTUS

   
The  prospectus,  dated  ________,  1999, is hereby  incorporated in this SAI by
reference.

[Financial statements to be filed by amendment]
    

<PAGE>

PART C.

Item 24.          Financial Statements and Exhibits

(a)       Financial   Statements   included  in  Part  B  of  this  Registration
          Statement:

          To be filed by amendment

(b)       Exhibits:

1.        Resolution  of the  Executive  Committee  of the Board of Directors of
          American Enterprise Life establishing the American Enterprise Variable
          Annuity Account dated July 15, 1987, filed electronically as Exhibit 1
          to the Initial Registration Statement No. 33-54471,  filed on or about
          July 5, 1994, is incorporated herein by reference.

2.        Not applicable.

3.1       Form of Master General Agent Agreement to be filed by amendment.

3.2       Form of General Agent Agreement to be filed by amendment.

4.1       Form of Deferred Annuity Contract (form 43350) is filed electronically
          herewith.

4.2       Form of Roth IRA  Endorsement  (form  43353)  is filed  electronically
          herewith.

4.3       Form of  SEP-IRA  Endorsement  (form  43352)  is filed  electronically
          herewith.

5.        Form  of  Variable   Annuity   Application   (form   43351)  is  filed
          electronically herewith.

6.1       Amendment and  Restatement  of Articles of  Incorporation  of American
          Enterprise Life dated July 29, 1986, filed  electronically  as Exhibit
          6.1 to the Initial  Registration  Statement No. 33-54471,  filed on or
          about July 5, 1994, is incorporated herein by reference.

6.2       Amended By-Laws of American  Enterprise Life, filed  electronically as
          Exhibit 6.2 to the Initial Registration Statement No. 33-54471,  filed
          on or about July 5, 1994, is incorporated herein by reference.

7.        Not applicable.

8         Copy of Participation Agreement to be filed by amendment

9.        Opinion of counsel  and  consent to its use as to the  legality of the
          securities being registered to be filed by amendment.

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

11.       Financial Statement Schedules and Report of Independent Auditors to be
          filed by amendment.

12.       Not applicable.

13.       Copy  of  schedule  for  computation  of  each  performance  quotation
          provided in the  Registration  Statement in response to Item 21, filed
          electronically as Exhibit 13 to the Initial Registration Statement No.
          33-54471,  filed on or about July 5, 1994, is  incorporated  herein by
          reference.

14.       Not applicable.

15.1.     Power of Attorney to sign this Registration Statement, dated March 28,
          1997, filed  electronically as Exhibit 15 to Post-Effective  Amendment
          No. 7 to Registration  Statement No. 33-54471,  is incorporated herein
          by reference.

15.2.     Power of Attorney to sign this Registration Statement,  dated April 9,
          1998, filed electronically as Exhibit 15.2 to Post-Effective Amendment
          No. 10 to Registration  Statement No. 33-54471, is incorporated herein
          by reference.



<PAGE>

<TABLE>
<CAPTION>


Item 25.  Directors and Officers of the Depositor (American Enterprise Life Insurance Company)

<S>                                   <C>                                    <C>
Name                                  Principal Business Address             Positions and Offices with Depositor
- ------------------------------------- -------------------------------------- --------------------------------------

James E. Choat                        IDS Tower 10                           Director, President and Chief
                                      Minneapolis, MN  55440                 Executive Officer

Lorraine R. Hart                      IDS Tower 10                           Vice President, Investments
                                      Minneapolis, MN  55440

Jeffrey S. Horton                     IDS Tower 10                           Vice President and Treasurer
                                      Minneapolis, MN  55440

Richard W. Kling                      IDS Tower 10                           Director and Chairman of the Board
                                      Minneapolis, MN  55440

Bruce A. Kohn                         IDS Tower 10                           Vice President, Group Counsel and
                                      Minneapolis, MN  55440                 Assistant Secretary

Paul S. Mannweiler                    Indianapolis Power and Light           Director
                                      One Monument Circle
                                      P.O. Box 1595
                                      Indianapolis, IN  46206-1595

Paula R. Meyer                        IDS Tower 10                           Director and Executive Vice
                                      Minneapolis, MN  55440                 President, Assured Assets

Mary Ellyn Minenko                    IDS Tower 10                           Vice President, Group Counsel and
                                      Minneapolis, MN  55440                 Assistant Secretary

Stuart A. Sedlacek                    IDS Tower 10                           Executive Vice President
                                      Minneapolis, MN  55440

F. Dale Simmons                       IDS Tower 10                           Vice President, Real Estate Loan
                                      Minneapolis, MN  55440                 Management

William A. Stoltzmann                 IDS Tower 10                           Director, Vice President, General
                                      Minneapolis, MN  55440                 Counsel and Secretary

Philip C. Wentzel                     IDS Tower 10                           Vice President and Controller
                                      Minneapolis, MN 55440

</TABLE>
<PAGE>



Item 26.  Persons  Controlled by or Under Common Control with the Depositor
          or Registrant

                  American  Enterprise Life Insurance  Company is a wholly-owned
                  subsidiary   of  IDS  Life   Insurance   Company  which  is  a
                  wholly-owned   subsidiary   of  American   Express   Financial
                  Corporation.  American  Express  Financial  Corporation  is  a
                  wholly-owned  subsidiary of American Express Company (American
                  Express).

          The  following  list  includes  the  names  of major  subsidiaries  of
          American Express.
<TABLE>
<CAPTION>
<S>                                                                                     <C>
                                                                                        Jurisdiction of
Name of Subsidiary                                                                      Incorporation

I. Travel Related Services

     American Express Travel Related Services Company, Inc.                             New York

II. International Banking Services

     American Express Bank Ltd.                                                         Connecticut

III. Companies engaged in Financial Services

     Advisory Capital Strategies Group Inc.                                             Minnesota
     American Centurion Life Assurance Company                                          New York
     American Enterprise Investment Services Inc.                                       Minnesota
     American Enterprise Life Insurance Company                                         Indiana
     American Express Asset Management Group Inc.                                       Minnesota
     American Express Asset Management International Inc.                               Delaware
     American Express Asset Management International (Japan) Ltd.                       Japan
     American Express Asset Management Ltd.                                             England
     American Express Client Service Corporation                                        Minnesota
     American Express Corporation                                                       Delaware
     American Express Financial Advisors Inc.                                           Delaware
     American Express Financial Corporation                                             Delaware
     American Express Insurance Agency of Arizona Inc.                                  Arizona
     American Express Insurance Agency of Idaho Inc.                                    Idaho
     American Express Insurance Agency of Nevada Inc.                                   Nevada
     American Express Insurance Agency of Oregon Inc.                                   Oregon
     American Express Minnesota Foundation                                              Minnesota
     American Express Property Casualty Insurance Agency of Kentucky Inc.               Kentucky
     American Express Property Casualty Insurance Agency of Maryland Inc.               Maryland
     American Express Property Casualty Insurance Agency of Pennsylvania Inc.           Pennsylvania
     American Express Trust Company                                                     Minnesota
     American Partners Life Insurance Company                                           Arizona
     IDS Cable Corporation                                                              Minnesota
     IDS Cable II Corporation                                                           Minnesota
     IDS Capital Holdings Inc.                                                          Minnesota
     IDS Certificate Company                                                            Delaware
     IDS Futures Corporation                                                            Minnesota
     IDS Insurance Agency of Alabama Inc.                                               Alabama
     IDS Insurance Agency of Arkansas Inc.                                              Arkansas
     IDS Insurance Agency of Massachusetts Inc.                                         Massachusetts
     IDS Insurance Agency of New Mexico Inc.                                            New Mexico
     IDS Insurance Agency of North Carolina Inc.                                        North Carolina
     IDS Insurance Agency of Utah Inc.                                                  Utah
     IDS Insurance Agency of Wyoming Inc.                                               Wyoming
     IDS Life Insurance Company                                                         Minnesota
     IDS Life Insurance Company of New York                                             New York
     IDS Management Corporation                                                         Minnesota
     IDS Partnership Services Corporation                                               Minnesota
     IDS Plan Services of California, Inc.                                              Minnesota
     IDS Property Casualty Insurance Company                                            Wisconsin
     IDS Real Estate Services, Inc.                                                     Delaware


<PAGE>



     IDS Realty Corporation                                                             Minnesota
     IDS Sales Support Inc.                                                             Minnesota
     IDS Securities Corporation                                                         Delaware
     Investors Syndicate Development Corp.                                              Nevada
     Public Employee Payment Company                                                    Minnesota
</TABLE>

Item 27.  Number of Contract owners

          Not applicable.

Item 28.  Indemnification

          The By-Laws of the depositor  provide that the Corporation  shall have
          the power to indemnify a director,  officer,  agent or employee of the
          Corporation  pursuant  to the  provisions  of  applicable  statues  or
          pursuant to contract.

          The Corporation  may purchase and maintain  insurance on behalf of any
          director,  officer,  agent or employee of the Corporation  against any
          liability asserted against or incurred by the director, officer, agent
          or  employee  in  such  capacity  or  arising  out of the  director's,
          officer's,  agent's or employee's  status as such,  whether or not the
          Corporation  would have the power to indemnify the director,  officer,
          agent or employee  against  such  liability  under the  provisions  of
          applicable law.

          The  By-Laws  of the  depositor  provide  that it  shall  indemnify  a
          director,  officer, agent or employee of the depositor pursuant to the
          provisions of applicable statutes or pursuant to contract.

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


<PAGE>



Item 29.     Principal Underwriters

             To be filed by amendment

Item 30.     Location of Accounts and Records

             American Enterprise Life Insurance Company
             IDS Tower 10
             Minneapolis, MN  55402

Item 31.     Management Services

             Not applicable.

Item 32. Undertakings

         (a)      Registrant  undertakes  that  it  will  file a  post-effective
                  amendment to this  registration  statement as frequently as is
                  necessary to ensure that the audited  financial  statements in
                  the  registration  statement are never more than 16 months old
                  for so long as payments under the variable  annuity  contracts
                  may be accepted.

         (b)      Registrant  undertakes that it will include either (1) as part
                  of any  application  to  purchase  a  contract  offered by the
                  prospectus,  a space that an applicant  can check to request a
                  Statement  of  Additional  Information,  or (2) a post card or
                  similar  written  communication  affixed to or included in the
                  prospectus  that  the  applicant  can  remove  to  send  for a
                  Statement of Additional Information.

         (c)      Registrant  undertakes  to deliver any Statement of Additional
                  Information and any financial  statements  required to be made
                  available  under  this  Form  promptly  upon  written  or oral
                  request to American  Enterprise Life Contract Owner Service at
                  the address or phone number listed in the prospectus.

         (d)      The sponsoring  insurance company represents that the fees and
                  charges  deducted under the contract,  in the  aggregate,  are
                  reasonable in relation to the services rendered,  the expenses
                  expected  to  be  incurred,  and  the  risks  assumed  by  the
                  insurance company.

<PAGE>

                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  American  Enterprise Life Insurance Company, on behalf of the Registrant,
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto duly authorized in the City of Minneapolis, and State of
Minnesota, on the 19th day of November, 1998.

                           AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
                                  (Registrant)

                           By American Enterprise Life Insurance Company
                                    (Sponsor)

                           By /s/  James E. Choat*                     
                                   James E. Choat
                                   President and Chief Executive Officer

As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities  indicated on the 20th day of
November, 1998.

Signature                           Title

/s/  James E. Choat*                Director, President and
     James E. Choat                 Chief Executive Officer

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

/s/  Richard W. Kling*              Chairman of the Board
     Richard W. Kling

/s/  Paul S. Mannweiler*            Director
     Paul S. Mannweiler

__________________________          Director and Executive Vice
     Paula R. Meyer                 President-Assured Assets

/s/  William A. Stoltzmann*         Director, Vice President, General
     William A. Stoltzmann          Counsel and Secretary

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


*Signed   pursuant  to  Power  of  Attorney,   dated  March  28,   1997,   filed
electronically as Exhibit 15 to  Post-Effective  Amendment No. 7 to Registration
Statement No. 33-54471, filed on or about April 23, 1997, incorporated herein by
reference.

**Signed   pursuant  to  Power  of   Attorney,   dated  April  9,  1998,   filed
electronically   as  Exhibit  15.2  to   Post-Effective   Amendment  No.  10  to
Registration  Statement  No.  33-54471,  filed  on  or  about  April  30,  1998,
incorporated herein by reference.



By:__________________________
      Mary Ellyn Minenko



<PAGE>



CONTENTS OF REGISTRATION STATEMENT

This Registration Statement is comprised of the following papers and documents:

The Cover Page.

Cross-reference sheet.

Part A.

         The prospectus.

Part B.

         Statement of Additional Information.

Part C.

         Other Information.

         The signatures.

Exhibits.



4.1       Form of Deferred Annuity Contract (form 43350).

4.2       Form of Roth IRA Endorsement (form 43353).

4.3       Form of SEP-IRA Endorsement (form 43352).

5.        Form of Variable Annuity Application (form 43351).


                            Deferred Annuity Contract

AMERICAN
EXPRESS

American
Enterprise
Life

Administrative Offices:
80 South Eighth Street
P.O. Box 534
Minneapolis, MN  55440

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

If the  annuitant  is living on the  Retirement  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 the payment of
the purchase payments.

Signed  for  and  issued  by  American  Enterprise  Life  Insurance  Company  in
Indianapolis, Indiana, as of the contract date.

ACCUMULATION  VALUES,  WHEN  BASED ON THE  INVESTMENT  RESULTS  OF THE  SEPARATE
ACCOUNT,  ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. SEE PAGE 10
FOR VARIABLE PROVISIONS.

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR 10 DAYS. If for any reason you
are not  satisfied  with this  contract,  return it to us or our agent within 10
days  after you  receive  it.  We will  then  cancel  this  contract.  Upon such
cancellation  we will  refund an amount  equal to the sum of:  (1) the  contract
value;  and (2) any  premium  tax  charges  paid.  This  contract  will  then be
considered void from its start.

/s/ William A. Stoltzmann
Secretary

/s/ James E. Choat
President

o    Flexible Purchase Payments
o    Optional Fixed Dollar or Variable Accumulation Values and Annuity Payments
o    Annuity Payments to Begin on the Retirement Date
o    This Contract in Nonparticipating - Dividends Are Not Payable


<PAGE>


<TABLE>
<CAPTION>

                                              CONTRACT DATA

<S>                          <C>                        <C>                        <C>
Contract Number:             9920-SAMPLE                Contract Date:             September 8, 1999
Initial Purchase Payment:    $10,000.00                 Retirement Date:           September 8, 2039
Annuitant:                   John Doe                   Contract Type:             Non-qualified
Contract Owner:              John Doe
</TABLE>

Upon issuance of this contract your initial purchase payment has been applied to
the  fixed  account  and  variable  subaccounts  as  shown  below.  You may make
additional  payments and change the purchase  payment  allocation as provided in
this contract. Refer to the purchase payments provision on Page 8.

                                                       Purchase Payment
                  Allocation                        Allocation Percentage
                  ----------                        ---------------------
                  AEL Fixed Account                            20%
                  Fund 1                                       10%
                  Fund 2                                        0%
                  Fund 3                                        0%
                  Fund 4                                       10%
                  Fund 5                                        0%
                  Fund 6                                       10%
                  Fund 7                                        0%
                  Fund 8                                        0%
                  Fund 9                                        0%
                  Fund 10                                      10%
                  Fund 11                                      20%
                  Fund 12                                       0%
                  Fund 13                                       0%
                  Fund 14                                       0%
                  Fund 15                                      20%
                  Fund 16                                       0%

Withdrawal  Charge:  If you  withdraw  all or a  portion  of  this  contract,  a
withdrawal  charge may apply. A withdrawal  charge applies if all or part of the
contract value withdrawn is from payments received during the seven years before
withdrawal.

  Years From Payment Receipt                Withdrawal Charge

              1                             6% of purchase payment withdrawn
              2                             6% of purchase payment withdrawn
              3                             5% of purchase payment withdrawn
              4                             5% of purchase payment withdrawn
              5                             4% of purchase payment withdrawn
              6                             3% of purchase payment withdrawn
              7                             2% of purchase payment withdrawn
          Thereafter                        0% of purchase payment withdrawn

You may  withdraw  the greater of 10 percent of your prior  contact  anniversary
contract  value or contract  earnings  each  contract  year without  incurring a
withdrawal  charge.  Refer to the  withdrawal  charge  provision  on Page 11 for
additional withdrawal charge information.

<PAGE>
<TABLE>
<CAPTION>

                                        CONTRACT DATA - Continued

<S>                          <C>                        <C>                        <C>
Contract Number:             9920-SAMPLE                Contract Date:             September 8, 1999
</TABLE>

Contract Administrative Charge:  See Page 10.

The Maximum Total  Contract  Purchase  Payments  (cumulative  total all contract
years) is $2,000,000. We reserve the right to increase this maximum.

The Minimum Additional Payment is $100.

The Maximum  Purchase  Payments in the second or later  contract year is $50,000
per year subject to maximum total contract purchase payment limit above.

The  Guaranteed  Minimum  Effective  Interest  Rate to be  credited to the Fixed
Account is 3%.

<PAGE>
<TABLE>
<CAPTION>

                                       Guide to Contract Provisions

<S>                                    <C>
Definitions                            Important words and meanings...................Page 3

General Provisions                     Entire contract; Annuity tax qualification; Contract
                                       modification; Incontestability; Benefits based on
                                       incorrect data; State laws; Reports to owner;
                                       Evidence of survival; Protection of proceeds;
                                       Payments by us; Voting rights..................Page 4

Ownership and Beneficiary              Owner rights; Change of ownership; Beneficiary;
                                       Change of Beneficiary; Assignment..............Page 5

Payments to Beneficiary                Describes options and amounts payable upon deathPage 6

Purchase Payments                      Purchase payments amounts; Payment limits;
                                       Allocations of purchase payments...............Page 8

Contract Value                         Describes the fixed and variable account contract
                                       values; Interest to be credited; Contract
                                       administrative charge; Premium taxes; transfers of
                                       contract values...............................Page 11

Fixed and Variable Accounts            Describes the fixed account; Describes the variable
                                       subaccounts, accumulation units and values; Net
                                       investment factor; Mortality and expense risk
                                       charge; Variable account administrative charge;
                                       Annuity unit value............................Page 13

Withdrawal Provisions                  Contract withdrawal for its withdrawal value; rules
                                       or withdrawal.................................Page 13

Annuity Provisions                     When annuity payments begin; Different ways to
                                       receive annuity payments; Determination of payment
                                       amounts.......................................Page 15

Tables of Annuity Rates                Tables showing the amount of the first variable
                                       annuity payment and the guaranteed fixed annuity
                                       payments for the various payment plans........Page 17
</TABLE>


<PAGE>

                                   Definitions

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

Accumulation Unit
An accumulation  unit is an accounting unit of measure.  It is used to calculate
the variable account contract value prior to annuitization.

Annuitant
The person or persons on whose life monthly annuity payments depend.

Annuitization
The  application  of the  contract  value of this  contract  to provide  annuity
payments.

Annuity Unit
An annuity unit is an  accounting  unit of measure.  It is used to calculate the
value of annuity payments from the variable account on and after annuitization.

Code
The Internal Revenue Code of 1986, as amended.

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

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 Value
The sum of the: (1) fixed account contract value; and (2) variable account
contract value.

Fixed Account
The fixed  account is made up of all our assets other than those in any separate
account.

Fixed Annuity
A fixed  annuity is an annuity with  payments  which are  guaranteed by us as to
dollar amount during the annuity payment period.

IRA Contract
A contract  used in or under a  retirement  plan or program  that is intended to
qualify as an Individual Retirement Annuity under Section 408(b) of the Code.

IRA Required Minimum Distributions
The minimum distributions Code Section 408(b)(3) requires to be distributed from
an IRA,  beginning  not later than the April 1 following  the calendar  year you
reach age 70 1/2 (Required Beginning Date).

Nonqualified Contract
A contract  used  primarily  for  retirement  purposes  that is not  intended to
qualify as an IRA contract.

Retirement Date
The date shown under Contract data on which annuity payments are to begin.  This
date may be changed as provided in this contract.  You will be notified prior to
the retirement date in order to select an appropriate annuity payment plan.

Valuation Date
A valuation date is each day the New York Stock Exchange is open for trading.

Valuation Period
A valuation  period is the interval of time  commencing at the close of business
on each valuation date and ending at the close of business on the next valuation
date.

Variable Account
The variable  account is a separate  investment  account of ours. It consists of
several subaccounts. Each subaccount is named under Contract Data.

Variable Annuity
A variable  annuity is an annuity with payments which are not  predetermined  or
guaranteed as to dollar amount and vary in amount with the investment experience
of one or more of the variable subaccounts.

We, Us, Our
American Enterprise Life Insurance Company

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

You, Your
The  owner of this  contract.  In a  non-qualified  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.

<PAGE>

                               General Provisions

Entire Contract
This contract form, any endorsements 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 this contract. That person must do so in writing. None of our
representatives or other persons has the authority to change or waive any of our
rights or requirements under this contract.

Annuity Tax Qualification
This contract is intended to qualify as an annuity  contract under Section 72 of
the Code for federal  income tax purposes.  To that end, the  provisions of this
contract are to be  interpreted  to ensure or maintain  such  tax-qualification,
notwithstanding any other provisions to the contrary.

Contract Modification
We reserve the right to modify this contract to the extent necessary to:

1.   qualify this contract as an annuity  contract  under Section 72 of the Code
     and all related laws and regulations which are in effect during the term of
     this contract; and

2.   if this contract is purchased as an IRA contract,  to qualify this contract
     as such an IRA contract  under Section 408 of the Code and all related laws
     and regulations which are in effect during the term of this contract.

We will  obtain any  necessary  approval  of any  regulatory  authority  for the
modifications.

Incontestable
This contract is incontestable from its date of issue.

Benefits Based on Incorrect Data
Payments under the contract will be based on the annuitant's  birthdate and sex.
If the  annuitant's  birthdate  or sex or your  birthdate  has  been  misstated,
payments under this contract will be adjusted.  They 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.

State Laws
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.  Any paid up annuity,  cash  withdrawal or death benefits  available
under  the  contract  are not less than the  minimum  benefits  required  by any
statute of the state in which the contract is delivered.

Reports to Owner
At least once a year we will send you a statement showing the contract value and
the cash withdrawal value of this contract.  This statement will be based on any
laws or regulations that apply to contracts of this type.

Evidence of Survival
Where any  payments  under this  contract  depend on the  recipient or annuitant
being alive on a certain  date,  proof that such  condition  has been met may be
required by us. Such proof may be required prior to making the payments.

Protection of Proceeds
Payments under this contract are not assignable by any beneficiary  prior to the
time they are due. To the extent allowed by law, payments are not subject to the
claims of creditors or to legal process.

Payments by Us
All sums payable by us are payable at our administrative  office. Any payment or
withdrawal from a variable annuity is based on the variable contract value.

Voting Rights
So long as  federal  law  requires,  we  will  give  certain  voting  rights  to
contractowners.  As  contractowner,  if you have  voting  rights  we will send a
notice to you  telling  you the time and  place of a  shareholder  meeting.  The
notice will also explain matters to be voted upon and how many votes you get.

<PAGE>

                            Ownership and Beneficiary

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

If this is an IRA contract, you shall be the annuitant, and during your life you
will have the sole and absolute  power to receive and enjoy all rights under the
contract.  Your  entire  interest  in  nonforfeitable.  Joint  ownership  is not
permitted.

Change of Ownership
If this is an IRA contract,  your right to change the  ownership is  restricted.
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 incidental to such divorce.

If this is a nonqualified contract, you may change the ownership.

Any change of ownership as provided  above must be made 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.

Beneficiary
Beneficiaries  are those you have named in the  application  or later changed as
provided below, to receive benefits of this contract if you or the annuitant die
while this contract is in force.

Only those  beneficiaries  who are living when death benefits become payable may
share in the benefits, if any. If no beneficiary is then living, we will pay the
benefits to you, if living, otherwise to your estate.

Change of Beneficiary
You may  change  the  beneficiary  anytime  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.

Assignment
If this is an IRA contract, you may not assign this contract as collateral.

If this is a nonqualified contract, you can assign this contract or any interest
in it while the  annuitant  is living.  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
this 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  administrative  office.
Any  assignment  is subject to any action taken or payment made by us before the
assignment was recorded at our administrative office. We are not responsible for
the validity of any assignment.

<PAGE>

                             Payments to Beneficiary

Death Benefits Before Annuitization
If you or the  annuitant  die before  annuitization  while this  contract  is in
force, we will pay the beneficiary the greatest of the following amounts:

1.   the contract value; or

2.   the total  payments  made to the  contract  minus  adjustments  for partial
     withdrawals; or

3.   the  Maximum  Anniversary  Value  immediately  preceding  the date of death
     increased by the dollar amount of any payments since that  anniversary  and
     reduced by any adjustments for partial withdrawals since that anniversary.

The  Maximum  Anniversary  Value  is  equal to the  greatest  Anniversary  Value
attained as follows:  Each contract  anniversary prior to the earlier of your or
the  annuitant's  81st  birthday we calculate an  Anniversary  Value that is the
greater of (i) the contract  value on such  anniversary,  or (ii) total payments
made to the contract minus adjustments for partial withdrawals.

Adjustments for partial  withdrawals are calculated for each partial  withdrawal
as the product of (a) times (b) where:

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

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

Any amounts  payable or applied by us as described in the sections below will be
based on the contract  values as of the valuation  date on or next following the
date on which due proof of death is received at our administrative office.

Payment of Nonqualified Contract Death Benefit Before Annuitization
The above  death  benefit  will be payable in a lump sum upon the receipt of due
proof of death of you or the annuitant,  whichever first occurs. The beneficiary
may elect to receive payment any time within five years after the date of death.

The above death  benefit 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 he surviving joint spouse elects to continue the contract.

In lieu of a lump sum,  payments  may be made  under an  Annuity  Payment  Plan,
provided:

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

2.   the plan provides  payments over a period which does not exceed the life or
     life expectancy of the beneficiary; and

3.   payments must begin no later than one year after the date of death.

For  annuity  Payment  Plans,  the  reference  to  "annuitant"  in  the  Annuity
Provisions shall apply to the beneficiary.

Payment of IRA Contract Death Benefit Before Annuitization
The above  death  benefit  will be payable in a lump sum upon the receipt of due
proof of death.  Under tax law,  distributions  are  considered to have begun if
they are made when you reach  your IRA  required  beginning  date or if you have
annuitized according to applicable Treasury Regulations.

<PAGE>

If  distributions  from your IRA have begun but you have not  annuitized  before
your death,  your beneficiary  must continue using the same method,  or a faster
method, than you were using for your required minimum distributions,  to receive
the death benefit.

If distributions from your IRA have not begun and you have not annuitized before
your death,  your  beneficiary  may take one or more  distributions  so that the
entire  death  benefit is  received  within five years of the year in which your
death occurs. In lieu of taking payments within five years, payments may be made
under an Annuity Payment Plan, provided:

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

2.   the plan provides  payments over a period which does not exceed the life or
     life expectancy of the beneficiary; and

3.   payments  must  begin no later  than one year  after  the year  your  death
     occurs, in the case of a non-spouse  beneficiary,  or by December 31 of the
     year in which you would  have  turned  age 70 1/2,  in the case of a spouse
     beneficiary.

Payment  amounts,  durations and life expectancy  calculations  must comply with
Section 401(a)(9) of the Code and regulations thereunder.

For purposes of the foregoing  provisions,  life  expectancy  and joint and last
survivor  expectancy shall be determined by use of the expected return multiples
in Table V and VI of Treasury  Regulation Section 1.72-9 in accordance with Code
Section  408(b)(3)  and the  regulations  thereunder.  Life  expectancy  will be
initially determined on the basis of your beneficiary's attained age in the year
distributions  are  required to  commence.  Unless you (or your  spouse)  elects
otherwise prior to the time  distributions  are required to commence,  your life
expectancy   and,  if  applicable,   your  spouse's  life   expectancy  will  be
recalculated  annually  based on your  attained  ages in the year for  which the
required  distribution is being  determined.  The life expectancy of a nonspouse
beneficiary  will  not  be  recalculated.   Instead,  life  expectancy  will  be
calculated using the attained age of such  beneficiary  during the calendar year
in which the individual  attains age 70 1/2, and payments for  subsequent  years
shall  be  calculated  based on such  life  expectancy  reduced  by one for each
calendar  year which has elapsed  since the calendar  year life  expectancy  was
first calculated.

You or your beneficiary,  as applicable,  shall have the sole responsibility for
requesting a distribution that complies with this Contract and applicable law.

For  Annuity  Payment  Plans,  the  reference  to  "annuitant"  in  the  Annuity
Provisions shall apply to the beneficiary.

Spouse's Option to Continue Contract
For nonqualified contracts: If you die prior to annuitization and your spouse is
the sole  beneficiary  or  co-owner  of the  contract,  your spouse may keep the
contract  in force as owner and may make  additional  purchase  payments  to the
contract.

For IRA  Contracts:  If you die prior to your required  beginning  date and your
spouse is the sole  beneficiary,  your spouse may keep the  contract in force as
his or her own IRA. As owner,  your spouse may make  additional  payments to the
contract. As owner, your spouse's life will determine the IRA required beginning
date and minimum distribution  amounts. If you die after your required beginning
date, spousal continuation of this contract is not available.

Death After Annuitization
If you or the  annuitant  die after  annuitization,  the  amount  payable to the
beneficiary,  if any,  will be  provided  in the  Annuity  Payment  Plan then in
effect.

<PAGE>

                                Purchase Payments

Purchase Payments
Purchase  payments are the payments you make for this  contract and the benefits
it  provides.   Purchase   payments  must  be  paid  or  mailed  to  us  at  our
administrative office or to an authorized agent. If requested,  we'll give you a
receipt for your purchase payments.

Net purchase  payments are that part of your  purchase  payments  applied to the
contract value. A net purchase payment is equal to the purchase payment less any
applicable premium tax charge.

Additional Purchase Payments
Additional purchase payments may be made until the earlier of:

1.   the date this contract terminates by withdrawal or otherwise; or

2.   the date on which annuity payments begin.

Additional  purchase  payments  are subject to the  "Payment  Limits  Provision"
below.

Payment Limits Provision
Maximum Purchase Payments - The maximum total contract purchase payments may not
exceed the amounts shown under  Contract  Data. We reserve the right to increase
the maximums.

Additional  Purchase Payments - You may make additional  purchase payments of at
least $100.

In addition,  if this is an IRA contract,  except as otherwise  provided in this
paragraph,  the total  purchase  payments  for any  taxable  year may not exceed
$2,000 or as otherwise provided in the Code and all related laws and regulations
which are in effect during the term of this contract.  In the case of a rollover
contribution described in Sections 402(c), 403(a)(4),  403(b)(8) or 408(d)(3) of
the Code, there is no limit on the amount of your purchase payment.

No  contributions  will be  accepted  under a  SIMPLE  plan  established  by any
employer  pursuant  to Code  Section  408(p).  No  transfer or rollover of funds
attributable  to  contributions  made by a particular  employer under its SIMPLE
plan will be accepted from a SIMPLE IRA prior to the  expiration of the two-year
period  beginning  on  the  date  the  individual  first  participated  in  that
employer's SIMPLE plan.

You shall have the sole responsibility for determining whether purchase payments
meet applicable income tax requirements.

All  purchase  payments  must be made in  cash.  If you die  before  the  entire
interest in this contract has been  distributed to you, and your  beneficiary is
other than your  surviving  spouse,  no  additional  purchase  payments  will be
accepted from your beneficiary under this contract.

Allocation of Purchase Payments
You instruct us on how you want your purchase payments allocated among the fixed
account and  variable  subaccounts.  Your choice for the fixed  account and each
variable  subaccount  may be made in any  whole  percent  from 0% to 100%.  Your
allocation  instructions  as of the contract date are shown under Contract Data.
We reserve the right to limit the maximum number of accounts and/or  subaccounts
to which you can allocate purchase payments or contract value at any time.

By written  request,  or by another  method agreed to by us, you may change your
choice of  accounts  or  percentages.  The first net  purchase  payment  will be
allocated  as of the  end of the  valuation  period  during  which  we  make  an
affirmative  decision to issue this  contract.  Net purchase  payments after the
first will be allocated as of the end of the  valuation  period  during which we
receive the payment at our administrative office.

<PAGE>

                                 Contract Value

Contract Value
The contract value at any time is the sum of:

1.   the fixed account contract value; and

2.   the variable account contract value.

If:

1.   part or all of the contract value is withdrawn; or

2.   charges described herein are made against the contract value;

then a number of accumulation units from the variable  subaccounts and an amount
from the fixed account will be deducted to equal such amount.  For  withdrawals,
deductions will be made from the fixed or variable subaccounts that you specify.
Otherwise, the number of units from the variable subaccounts and the amount from
the fixed account will be deducted in the same  proportion that your interest in
each bears to the total contract value.

Variable Account Contract Value
The variable account contract value at any time will be:

1.   the sum of the value of all variable  subaccount  accumulation  units under
     this contract  resulting from purchase payments so allocated,  or transfers
     among the variable and fixed accounts; less

2.   the value of any units deducted for charges or withdrawals.

Fixed Account Contract Value
The fixed account contract value at any time will be:

1.   the sum of all  purchase  payments  allocated  to the fixed  account,  plus
     interest credited; plus

2.   any amounts transferred to fixed account from any variable subaccount, plus
     interest credited; less

3.   any amounts transferred from the fixed account to any variable  subaccount;
     less

4.   any amounts deducted for charges or withdrawals.

Interest to be Credited
We will credit interest to the fixed account contract value. Interest will begin
to accrue  daily on the date the  purchase  payments  which are  received in our
administrative  office  become  available  for us to use.  Such interest will be
credited at rates that we  determine  from time to time.  However,  we guarantee
that the rate will not be less than a 3% effective  annual  interest  rate,  and
that the rate credited to any portion of the fixed account  contract  value will
be not be changed more frequently than once each year.

                Table of Fixed Account Guaranteed Minimum Values
                           Per $2,000 Annual Payments
                       Allocated 100% to the Fixed Account
                      Based on the 3% Minimum Interest Rate

End of contract year              Guaranteed                   Guaranteed
                             minimum fixed account       minimum fixed account
                                contract values            withdrawal values
         1                        $  2,030.00                $  1,920.20
         2                           4,120.90                   3,885.83
         3                           6,274.53                   5,942.78
         4                           8,492.76                   8,060.84
         5                          10,777.55                  10,261.85
         6                          13,130.87                  12,550.87
         7                          15,554.80                  14,934.80
         8                          18,051.44                  17,431.44
         9                          20,622.99                  20,002.99
         10                         23,271.68                  22,651.68
         11                         25,999.83                  25,379.83
         12                         28,809.82                  28,189.82
         13                         31,704.11                  31,084.11
         14                         34,685.24                  34,065.24
         15                         37,755.80                  37,135.80
         16                         40,918.47                  40,298.47
         17                         44,176.02                  43,556.02
         18                         47,531.30                  46,911.30
         19                         50,987.24                  50,367.24
         20                         54,546.86                  53,926.86

If  there  are  any  additional  payments,  transfers  to or from  the  variable
subaccounts,  withdrawals or premium tax  adjustments,  the above values will be
adjusted as described in this contract.

Variable subaccount contract and withdrawal values are not guaranteed and cannot
be projected.

<PAGE>

Contract Administrative Charge
We charge a fee for  establishing and maintaining our records for this contract.
The charge is $30 per year and is deducted from the contract value at the end of
each contract  year.  The charge  deducted  will be prorated  among the variable
subaccounts  and the fixed account in the same  proportion your interest in each
bears to the total contract value.

We waive the annual contract  administrative  charge for any contract year where
the  contract  value   immediately  prior  to  the  deduction  of  the  contract
administrative charge is $50,000 or more.

If you make a full withdrawal of this contract,  we deduct the full $30 contract
administrative  charge at the time of full  withdrawal  regardless  of  contract
value.

The charge does not apply at or after  annuitization  of this contract or at the
time a death benefit is paid.

Premium Tax Charges
We  reserve  the right to assess a charge  against  the  contract  value of this
contract  for any  applicable  premium  tax  assessed  to us by a state or local
government.  This charge could be deducted when you make purchase  payments,  or
make a full withdrawal of the contract value or at the time of annuitization.

Transfers of Contract Values
While this  contract is in force prior to  annuitization,  transfers of contract
values may be made as outlined below.

1.   You  may  transfer  all or part  of the  values  held in one or more of the
     variable  subaccounts  to another one or more of the variable  subaccounts.
     Subject to Item 2, you may also transfer  values held in one or more of the
     variable subaccounts to the fixed account.

2.   On or within  the 30 days  before or after a contract  anniversary  you may
     transfer  values  from the  fixed  account  to one or more of the  variable
     subaccounts.  If such a transfer is made,  no  transfers  from any variable
     subaccount  to the fixed  account  may be made for six months  after such a
     transfer.

You may make a transfer by written request. Telephone transfers may also be made
according to telephone  procedures  that are then  currently in effect,  if any.
There is no fee or charge for these  transfers.  However,  the minimum  transfer
amount is $100, or if less,  the entire value in the  subaccount or in the fixed
account  from which the transfer is being made,  or other such  minimum  amounts
agreed to by us.

We may suspend or modify transfer  privileges at any time. The right to transfer
contract  values between the  subaccounts is also subject to  modification if we
determine,  in our sole  discretion,  that the  exercise of that right by one or
more  contract  owners is, or would be, to the  disadvantage  of other  contract
owners. Any modification could be applied to transfers to or from some or all of
the subaccounts.  These modifications could include,  but not be limited to, the
requirements  of a minimum time period  between  each  transfer,  not  accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one contract  owner or limiting the dollar  amount that may be  transferred
between the  subaccounts  and the fixed  account by a contract  owner at any one
time. We may apply these  modifications or restrictions in any manner reasonably
designed  to prevent  any use of the  transfer  right we  consider  to be to the
disadvantage of other contract owners.

<PAGE>

                           Fixed and Variable Accounts

The Fixed Account
The fixed account is our general account. It is made up of all our assets
other than

1.   those in the variable account; and

2.   those in any other segregated asset account.

The Variable Account
The variable  account is a separate  investment  account of ours. It consists of
several  subaccounts  which are named under  Contract  Data. We have allocated a
part of out assets for this and certain other contracts to the variable account.
Such  assets  remain our  property.  However,  they may not be charged  with the
liabilities from any other business in which we may take part.

Investments of the Variable Account
Purchase payments applied to the variable account will be allocated as specified
by the owner. Each variable  subaccount will buy, at net asset value,  shares of
the fund shown for that  subaccount  under  Contract  Data or as later  added or
changed.

We may  change the funds the  variable  subaccounts  buy shares  from if laws or
regulations change, the existing funds become unavailable or, in the judgment of
American  Enterprise Life, the funds are no longer suitable for the subaccounts.
We have the right to substitute  any funds for those shown under  Contract Data,
including funds other than those shown under Contract Data.

We may also:

o    add new subaccounts,
o    combine any two or more subaccounts,
o    make additional subaccounts investing in additional funds,
o    transfer assets to and from the subaccounts or the variable account, and
o    eliminate or close any subaccounts.

We would first seek  approval  of the  Securities  and  Exchange  Commission  if
necessary,  and, where required, the insurance regulator of the state where this
contract is delivered.

Valuation of Assets
Fund shares in the variable subaccounts will be valued at their net asset value.

Variable Account Accumulation Units
The number of accumulation  units for each of the variable  subaccounts is found
by adding the number of accumulation units resulting from:

1.   purchase payments allocated to the subaccount; and

2.   transfers to the subaccount;

and subtracting the number of accumulation units resulting from:

1.   transfers from the subaccount; and

2.   withdrawals (including withdrawal charges) from the subaccount; and

3.   contract administrative charge deductions from the subaccount.

The  number of  accumulation  units  added or  subtracted  for each of the above
transactions is found by dividing (1) by (2) where:

1.   is the amount allocated to or deducted from the subaccount; and

2.   is the  accumulation  unit  value  for the  subaccount  for the  respective
     valuation  period during which we received the purchase payment or transfer
     value,  or during  which we  deducted  transfers,  withdrawals,  withdrawal
     charges or contract administrative charges.

<PAGE>

Variable Account Accumulation Unit Value
The value of an  accumulation  for each of the variable  subaccounts  was set $1
when the first fund shares were bought. The value for any later valuation period
is found as follows:

The  accumulation  unit value for each  variable  subaccount  for the last prior
valuation  period  is  multiplied  by the net  investment  factor  for the  same
subaccount  for  the  next  following   valuation  period.  The  result  is  the
accumulation  unit  value.  The value of an  accumulation  unit may  increase or
decrease from one valuation period to the next.

Net Investment Factor
The net  investment  factor  is an  index  applied  to  measure  the  investment
performance of a variable  subaccount from one valuation period to the next. The
net investment factor may be greater or less than one;  therefore,  the value of
an accumulation or annuity unit may increase or decrease.

The net investment  factor for any such  subaccount for any valuation  period is
determined by:  dividing (1) by (2) and subtracting (3) and (4) from the result.
This is done where:

1.   is the sum of:

     a.   the net  asset  value  per  share  of the  fund  held in the  variable
          subaccount determined at the end of the current valuation period; plus

     b.   the per share amount of any divided or capital gain  distribution made
          by the fund held in the variable subaccount, if the "ex-dividend" date
          occurs during the current valuation period; and

2.   is the  net  asset  value  per  share  of the  fund  held  in the  variable
     subaccount, determined at the end of the last prior valuation period; and

3.   is a factor representing the mortality and expense risk charge; and

4.   is a factor representing the variable account administrative charge.

Mortality and Expense Risk Charge
In  calculating  unit values we will deduct a mortality  and expense risk charge
from the variable  subaccounts  equal, on an annual basis, to 1.25% of the daily
net asset  value.  This  deduction  is made to  compensate  us for  assuming the
mortality  and expense  risks under  contracts  of this type.  We estimate  that
approximately  2/3 of this charge is for assumption of mortality risk and 1/3 is
for assumption of expense risk. The deduction will be:

1.   made from each variable subaccount; and

2.   computed on a daily basis.

Variable Account Administrative Charge
In calculating  unit values,  we will deduct a variable  account  administrative
charge from the variable  subaccounts equal, on an annual basis, to 0.15% of the
daily net asset  value.  This  deduction  is made to  compensate  us for certain
administrative  and operating expenses for contracts of this type. The deduction
will be:

1.   made from each variable subaccount; and

2.   computed on a daily basis.

Annuity Unit Value
The value of an annuity unit for each variable subaccount was arbitrarily set at
$1 when the first fund shares  were  bought.  The value for any later  valuation
period is found as follows:

1.   the  annuity  unit value for each  variable  subaccount  for the last prior
     valuation  period  is  multiplied  by the  net  investment  factor  for the
     subaccount  for the  valuation  period for which the annuity  unit value is
     being calculated.

2.   the result is multiplied by an interest factor.  This is done to neutralize
     the assumed  investment rate which is built into the annuity tables on Page
     17.


<PAGE>



                                          Withdrawal Provisions

Withdrawal
By written request and subject to the rules below you may:

1.   withdraw this contract for the total withdrawal value; or

2.   partially withdraw this contract for a part of the withdrawal value.

Rules for Withdrawal
All withdrawals will have the following conditions.

1. You must apply by written request or other method agreed to by us:

         a.   while this contract is in force; and

         b.   prior to the earlier of beginning  an annuity  payment plan or the
              death of the annuitant or owner.

2.   You  must  withdraw  an  amount  equal  to at  least  $100.  Each  variable
     subaccount  value and the fixed  account  value after a partial  withdrawal
     must be either $0 or at least $100.

3.   The amount  withdrawn,  less any  charges,  will  normally be mailed to you
     within seven days of the receipt of your written request and this contract,
     if required.

     For withdrawals from the fixed account,  we have the right to defer payment
     to you for up to six months from the date we receive your request.

4.   For  partial  withdrawals,  if you do not  specify  from which  account the
     withdrawal  is to be made,  the  withdrawal  will be made from the variable
     subaccounts  and the fixed account in the same  proportion as your interest
     in each bears to the contract value.

5.   Any amounts withdrawn and charges which may apply cannot be repaid.

Upon withdrawal for the full withdrawal  value this contract will terminate.  We
may require that you return the contract to us before we pay the full withdrawal
value.

Withdrawal Value
The withdrawal value at any time will be:

1.   the contract value;

2.   minus the full $30 contract administrative charge;

3.   minus any withdrawal charge.

Withdrawal Charge
If you  withdraw  all or a part  of  your  contract,  you  may be  subject  to a
withdrawal  charge. A withdrawal charge applies if all or a part of the contract
value you  withdraw is from  payments  received  during the seven  years  before
withdrawal. Refer to Waiver of Withdrawal Charges for situations when withdrawal
charges are not deducted.

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

For a partial  withdrawal that is subject to a withdrawal  charge, the amount we
actually  withdraw from your contract  value will be the amount you request plus
any applicable withdrawal charge. The withdrawal charge is applied to this total
amount. We pay you the amount you requested.

The withdrawal charge percentage depends upon the number of years since you made
the payment(s) withdrawn:

       Number of Years               Withdrawal Charge
     From Payment Receipt               Percentage
              1                             6%
              2                             6%
              3                             5%
              4                             5%
              5                             4%
              6                             3%
              7                             2%
          Thereafter                        0%



<PAGE>



Waiver of Withdrawal Charges
Withdrawal charges are waived for all of the following:

1.   The greater of:

     a.   Withdrawals  during the year totaling up to 10% of your prior contract
          anniversary contract value, or

     b.   Contract earnings. (Contract earnings is defined as the contract value
          less purchase payments not previously withdrawn.)

2.   Withdrawals  made if both you and the  annuitant  were  under age 76 on the
     contract  date,  and you provide proof  satisfactory  to us that, as of the
     date you request the  withdrawal,  you or the  annuitant  are confined to a
     hospital or nursing home, and have been for the prior 60 days.

     To qualify, the nursing home must:

         a.   be licensed by an appropriate licensing agency to provide nursing
              services; and
         b.   provide 24-hour-a-day nursing services; and
         c.   have a doctor available for emergency situations; and
         d.   have a nurse on duty or call at all times; and
         e.   maintain clinical records; and
         f.   have appropriate methods for administering drugs.

3.   Withdrawal  charges are waived if you or the annuitant are diagnosed in the
     second or later  contract  years as disabled with a medical  condition that
     with reasonable  medical certainty will result in death within 12 months or
     less from the date of the licensed physician's statement.  You must provide
     us with a licensed  physician's  statement  containing the terminal illness
     diagnosis and the date the terminal illness was initially diagnosed.

4.   IRA  required  minimum  distributions,  for those  amounts  required  to be
     distributed from this contract only.

5.   Annuity payment plan payments.

6.   Payments made in the event of the death of the owner or annuitant.

Withdrawal Order
We use this order to determine withdrawal charges.

1.   First,  withdrawals up to 10% of your prior  anniversary  account value not
     previously withdrawn during this contract year. (No withdrawal charge.)

2.   Next,  withdrawals  are from contract  earnings - if any - in excess of the
     annual 10% free withdrawal amount. (No withdrawal charge.)

3.   Next,  withdrawals are from purchase  payments received eight or more years
     before the withdrawal and not previously withdrawn. (No withdrawal charge.)

4.   Last, withdrawals are from purchase payments received in the seven contract
     years before the withdrawal on a "first-in,  first-out' (FIFO) basis. There
     is a withdrawal charge on these payments.

Suspension or Delay in Payment of Withdrawal
We have the right to suspend or delay the date of any  withdrawal  payment  from
the variable subaccounts for any period:

1.   when the New York Stock Exchange is closed; or

2. when trading on the New York Stock Exchange is restricted; or

3. when an emergency exists as a result of which:

          a.   disposal of securities  held in the variable  subaccounts  is not
               reasonably practical; or

          b.   it is not reasonable  practical to fairly  determine the value of
               the net assets of the variable subaccounts; or

4.   during any other period when the  Securities  and Exchange  Commission,  by
     order, so permits for the protection of security holders.

Rules and  regulations of the Securities and Exchange  Commission will govern as
to whether the conditions set forth in 2 and 3 exist.


<PAGE>



                               Annuity Provisions

Annuitization
When  annuitization  occurs,  the contract value will be applied to make annuity
payments.  The fist payment will be made as of the retirement date. This date is
shown under Contract Data.  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.

Change of Retirement Date
You may change the retirement date shown for this contract. 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 administrative office.

The maximum retirement date on an IRA contract is 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 which satisfies the minimum distribution requirements under
     the Code, its  regulations  and/or  promulgations  by the Internal  Revenue
     Service; or

3.   such other date as agreed upon by us.

Notwithstanding  the above,  and for all  nonqualified  contracts,  the  maximum
retirement date is the later of:

1.   the annuitant's 85th birthday; or

2.   the 10th contract anniversary.

Annuity Payment Plans
Annuity  payments may be made on a fixed  dollar  basis,  a variable  basis or a
combination of both. You can schedule receipt of annuity  payments  according to
one of the Plans A through E below or another plan agreed to by us.

If this is an IRA, payment amounts,  durations and life expectancy  calculations
must comply with Section  401(a)(9) of the Code and the  regulations  thereunder
and generally must:

1.   provide  for  payments  over your life or over your and your  beneficiary's
     lives; or

2.   provide  for  payments  over a period  which  does  not  exceed  your  life
     expectancy and/or the life expectancy of you and your beneficiary; and

3.   meet the minimum  incidental death benefit  requirements under the Code and
     all related laws and regulations which are then in effect.

The rules  described  in the  "Payment  of IRA  Contract  Death  Benefit  Before
Annuitization" section for determining life expectancy will apply in determining
the amount of these  distributions,  except that the life  expectancy of you and
your beneficiary will be initially determined on the basis of your attained ages
in the year you reach 70 1/2.

IRA annuity payments must be nonincreasing,  or may increase only for a variable
life annuity as provided in Treasury Regulation Section 1.401(a)(9)-1, Q&A F-3.

An  appropriate  annuity  payment  plan is  intended  to satisfy  the  following
requirements that otherwise apply: the annual  distribution  required to be made
by your IRA  required  beginning  date is for the  calendar  year in  which  you
reached age 70 1/2; annual payments for subsequent years,  including the year in
which your IRA required  beginning  date occurs,  must be made by December 31 of
that year.

You shall have the sole responsibility for electing an annuity payment plan that
complies with this Contract and applicable law.

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

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

Plan C - This  provides  monthly  annuity  payments  during 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 amount  applied
under this plan by the amount of the first monthly annuity payment.

<PAGE>

Plan D - Monthly  annuity  payments  will be paid  during  the  lifetime  of the
annuitant and joint annuitant.  When either the annuitant or the joint annuitant
dies we will  continue  to make  monthly  payments  during the  lifetime  of the
survivor.  No payments  will be made after the death of both the  annuitant  and
joint annuitant.

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

You may  select the plan by  written  request to us at least 30 days  before the
retirement  date.  If at least 30 days  before the  retirement  date we have not
received at our administrative  office your written request to select a plan, we
will make payments according to Plan B with payments guaranteed for 10 years.

If the amount to be applied to a plan would not provide a monthly  payment of at
least $20, we have the right to change the frequency of the payment or to make a
lump sum payment of the contract value.

Allocation of Contract Values at Annuitization
At the time of  annuitization  under an Annuity Payment Plan, you may reallocate
your contract value to the Fixed Account to provide fixed dollar payments and/or
among the variable subaccounts, to provide variable annuity payments. We reserve
the  right to limit  the  number of  variable  subaccounts  used at any one time
during annuitization.

Fixed Annuity
A fixed  annuity is an annuity with  payments  that are  guaranteed  by us as to
dollar amount.  Fixed annuity  payments  remain the same. At  annuitization  the
fixed account  contract value will be applied to the  applicable  Annuity Table.
This will be done in accordance with the payment plan chosen. The minimum amount
payable for each $1,000 so applied is shown in Table B on Page 18.

Variable Annuity
A variable annuity is an annuity with payments which:

1.   are not predetermined or guaranteed as to dollar amount; and

2.   vary in amount with the investment experience of the variable subaccounts.

Determination of the First Variable Annuity Payment
At  annuitization,  the variable  account  contract value will be applied to the
applicable Annuity Table. This will be done:

1.   on the valuation date on or next preceding the seventh  calendar day before
     the retirement date; and

2.   in  accordance  with the payment  plan chosen.  The amount  payable for the
     first payment for each $1,000 so applied is shown in Table A on Page 17.

Variable Annuity Payments After the First Payment
Variable  annuity  payments  after the first payment vary in amount.  The amount
changes with the investment performance of the variable subaccounts.  The dollar
amount of variable  annuity payments after the first is not fixed. It may change
from  month to month.  The  dollar  amount of such  payments  is  determined  as
follows:

1.   The dollar amount of the first  annuity  payment is divided by the value of
     an annuity unit as of the valuation  date on or next  preceding the seventh
     calendar day before the retirement date. This result establishes the number
     of annuity units for each monthly  annuity payment after the first payment.
     This number of annuity  units  remains  fixed  during the  annuity  payment
     period.

2.   The fixed number of annuity  units is  multiplied by the annuity unit value
     as of the  valuation  date on or next  preceding  the seventh  calendar day
     before the date the  payment  is due.  The  result  establishes  the dollar
     amount of the payment.

We guarantee  that the dollar amount of each payment after the first will not be
affected by variations in expenses or mortality experience.

Exchange of Annuity Units
After annuity  payments begin,  annuity units of any variable  subaccount may be
exchanged for units of any of the other variable  subaccounts.  This may be done
no more than once a year.  We reserve  the right to limit the number of variable
subaccounts  used at any one time. Once annuity  payments start no exchanges may
be made to or from any fixed annuity.

<PAGE>

Tables of Annuity Rates

Table A below shows the amount of the first monthly  variable  annuity  payment,
based on a 4% assumed  investment return, for each $1,000 of value applied under
any  payment  plan.  The amount of the first and all  subsequent  monthly  fixed
dollar annuity  payments for each $1,000 of value applied under any payment plan
will be  based  on our  fixed  dollar  Table  of  Annuity  Rates  in  effect  at
annuitization.  Such rates are  guaranteed  to be not less than  those  shown in
Table B. The amount of such annuity  payments under Plans A, B and C will depend
upon the sex and age of the  annuitant  at  annuitization.  The  amount  of such
annuity  payments  under  Plan D will  depend  upon  the  sex and the age of the
annuitant and the joint annuitant at annuitization.
<TABLE>
<CAPTION>

           Table A - Dollar Amount of First Monthly Variable Annuity Payment Per $1,000 Applied

- ---------- ------- ---------------- ------- -------- --------------- -------- ------- ---------------- ---------------
                       Plan A                            Plan B                           Plan C           Plan D
- ---------- ------- ---------------- ------- -------- --------------- -------- ------- ---------------- ---------------
   Age               Life Income                      Life Income                       Life Income       Joint &
   at      Beginning Non-Refund       Five Years          with        Fifteen Years     Installment       Survivor
 Annui-       In                        Certain        Ten Years         Certain          Refund         Non-Refund
                                                        Certain                                        Male & Female
tization    Year    Male    Female   Male   Female    Male   Female   Male    Female   Male   Female      Same Age
- ---------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ---------------
<S>  <C>    <C>     <C>      <C>     <C>     <C>      <C>     <C>     <C>      <C>     <C>     <C>           <C> 
 Age 65     2005    5.89     5.26    5.84    5.24     5.71    5.18    5.49     5.08    5.48    5.05          4.76
            2010    5.80     5.19    5.76    5.17     5.63    5.12    5.44     5.03    5.42    4.99          4.71
            2015    5.71     5.12    5.67    5.11     5.56    5.06    5.38     4.98    5.35    4.94          4.67
            2020    5.62     5.06    5.59    5.05     5.49    5.01    5.32     4.94    5.29    4.90          4.63
            2025    5.55     5.00    5.52    4.99     5.43    4.95    5.27     4.89    5.27    4.85          4.59
            2030    5.47     4.95    5.45    4.94     5.36    4.91    5.22     4.85    5.18    4.81          4.55

 Age 70     2005    6.80     5.95    6.70    5.92     6.41    5.79    6.00     5.59    6.12    5.59          5.28
            2010    6.67     5.86    6.58    5.82     6.32    5.71    5.94     5.53    6.04    5.52          5.21
            2015    6.55     5.77    6.47    5.73     6.23    5.64    5.88     5.47    5.96    5.46          5.15
            2020    6.44     5.68    6.36    5.65     6.15    5.56    5.82     5.41    5.88    5.39          5.09
            2025    6.33     5.60    6.26    5.58     6.06    5.50    5.76     5.36    5.80    5.34          5.04
            2030    6.23     5.52    6.17    5.50     5.98    5.43    5.70     5.31    5.73    5.28          4.99

 Age 75     2005    8.07     6.99    7.84    6.89     7.25    6.60    6.50     6.17    6.96    6.34          6.04
            2010    7.88     6.85    7.68    6.76     7.14    6.50    6.45     6.10    6.84    6.25          5.94
            2015    7.71     6.72    7.53    6.64     7.03    6.41    6.39     6.04    6.74    6.16          5.85
            2020    7.75     6.59    7.38    6.52     6.93    6.31    6.34     5.98    6.64    6.07          5.76
            2025    7.40     6.48    7.25    6.42     6.84    6.23    6.28     5.92    6.54    6.00          5.68
            2030    7.26     6.37    7.12    6.31     6.74    6.14    6.23     5.86    6.45    5.92          5.61

 Age 85     2005   12.39    10.84   11.17   10.14     8.98    8.60    7.20     7.11    9.51    8.76          8.77
            2010   12.03    10.52   10.94    9.91     8.90    8.50    7.19     7.09    9.33    8.59          8.56
            2015   11.70    10.23   10.71    9.69     8.82    8.40    7.17     7.06    9.16    8.43          8.36
            2020   11.38     9.96   10.50    9.48     8.74    8.30    7.15     7.04    9.00    8.29          8.19
            2025   11.09     9.71   10.29    9.28     8.66    8.21    7.14     7.02    8.85    8.15          8.02
            2030   10.82     9.48   10.10    9.09     8.58    8.12    7.12     6.99    8.71    8.03          7.87

- ---------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ---------------
Table A above is based on the "1983 Individual Annuitant Mortality Table A" with
100% Projection Scale G and a 4% assumed  investment  return.  Annuity rates for
any year, age, or any combination of year, 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 a 4% assumed investment return.
</TABLE>
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------
           Plan E - Dollar Amount of First Monthly Variable Annuity Payment Per $1,000 Applied
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
   Years Payable       Monthly Payment     Years Payable      Monthly Payment     Years Payable      Monthly Payment
<S>      <C>                <C>                  <C>               <C>                  <C>               <C> 
         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>


<PAGE>


<TABLE>
<CAPTION>

         Table B - Dollar Amounts of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied

- ---------- ------- ---------------- ------- -------- --------------- -------- ------- ---------------- ---------------
                       Plan A                            Plan B                           Plan C           Plan D
- ---------- ------- ---------------- ------- -------- --------------- -------- ------- ---------------- ---------------
           SettlementLife Income                      Life Income                       Life Income       Joint &
           Beginning Non-Refund       Five Years          with        Fifteen Years     Installment       Survivor
Settlement    In                        Certain        Ten Years         Certain          Refund         Non-Refund
                                                        Certain                                        Male & Female
   Age      Year    Male    Female   Male   Female    Male   Female   Male    Female   Male   Female      Same Age
- ---------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ---------------
<S>  <C>    <C>     <C>      <C>     <C>     <C>      <C>     <C>     <C>      <C>     <C>     <C>           <C> 
 Age 65     2005    5.30     4.68    5.26    4.66     5.15    4.62    4.95     4.53    4.84    4.43          4.20
            2010    5.21     4.61    5.17    4.60     5.07    4.55    4.89     4.48    4.77    4.38          4.15
            2015    5.12     4.55    5.09    4.53     4.99    4.49    4.83     4.42    4.71    4.34          4.11
            2020    5.04     4.48    5.01    4.47     4.92    4.44    4.77     4.38    4.66    4.29          4.07
            2025    4.96     4.43    4.94    4.42     4.86    4.39    4.72     4.33    4.60    4.25          4.03
            2030    4.89     4.37    4.87    4.37     4.79    4.34    4.67     4.29    4.55    4.21          3.99

 Age 70     2005    6.21     5.38    6.12    5.35     5.87    5.24    5.48     5.05    5.45    4.97          4.74
            2010    6.08     5.29    6.01    5.26     5.77    5.16    5.41     4.99    5.37    4.90          4.67
            2015    5.96     5.20    5.89    5.17     5.68    5.08    5.35     4.93    5.29    4.84          4.61
            2020    5.85     5.11    5.79    5.09     5.59    5.01    5.29     4.87    5.22    4.78          4.55
            2025    5.75     5.03    5.69    5.01     5.51    4.94    5.23     4.82    5.15    4.72          4.49
            2030    5.64     4.96    5.59    4.94     5.43    4.88    5.17     4.76    5.08    4.67          4.44

 Age 75     2005    7.47     6.42    7.27    6.33     6.72    6.07    6.00     5.65    6.24    5.68          5.50
            2010    7.29     6.28    7.11    6.20     6.61    5.97    5.94     5.59    6.14    5.60          5.40
            2015    7.12     6.15    6.96    6.08     6.50    5.87    5.88     5.52    6.04    5.51          5.31
            2020    6.96     6.03    6.82    5.97     6.40    5.78    5.83     5.46    5.95    5.43          5.23
            2025    6.81     5.91    6.68    5.86     6.30    5.69    5.77     5.40    5.86    5.36          5.15
            2030    6.67     5.81    6.55    5.76     6.21    5.60    5.72     5.34    5.77    5.29          5.08

 Age 85     2005   11.77    10.25   10.64    9.60     8.51    8.12    6.73     6.64    8.66    7.97          8.24
            2010   11.42     9.94   10.40    9.37     8.42    8.02    6.71     6.61    8.50    7.82          8.03
            2015   11.09     9.65   10.18    9.15     8.34    7.91    6.70     6.59    8.35    7.68          7.84
            2020   10.78     9.38    9.96    8.94     8.26    7.81    6.68     6.56    8.20    7.55          7.66
            2025   10.49     9.14    9.75    8.74     8.18    7.72    6.66     6.54    8.06    7.42          7.50
            2030   10.22     8.91    9.56    8.56     8.09    7.62    6.65     6.51    7.94    7.31          7.35

- ---------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ---------------
Table B above is based on the "1983 Individual  Annuitant  Mortality Table A" at
3.00% with 100% Projection  Scale G. Settlement  rates for any year, age, or any
combination of year, 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 a 3% annual
effective interest rate.
</TABLE>
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------
          Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
   Years Payable       Monthly Payment     Years Payable      Monthly Payment     Years Payable      Monthly Payment
<S>      <C>                <C>                  <C>               <C>                  <C>               <C> 
         10                 9.61                 17                6.23                 24                4.84
         11                 8.86                 18                5.96                 25                4.71
         12                 8.24                 19                5.73                 26                4.95
         13                 7.71                 20                5.51                 27                4.47
         14                 7.26                 21                5.32                 28                4.37
         15                 6.87                 22                5.15                 29                4.27
         16                 6.53                 23                4.99                 30                4.18
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------

</TABLE>

<PAGE>



Deferred Annuity Contract

AMERICAN
EXPRESS
American
Enterprise
Life

Administrative Offices:
80 South Eighth Street
P.O. Box 534
Minneapolis, MN  55440

o    Flexible Purchase Payments
o    Optional Fixed Dollar or Variable Accumulation Values and Annuity Payments
o    Annuity Payments to Begin on the Retirement Date
o    This Contract is Nonparticipating - Dividends Are Not Payable

                              Roth IRA Endorsement

For purposes of qualifying  this contract as an  Individual  Retirement  Annuity
(IRA) maintained as a Roth IRA under Public Law 105-34, this endorsement is made
part of the annuity contract which it is attached.  It modifies this contract by
adding the following Roth IRA provisions.  All contract IRA provisions  apply to
this Rith IRA contract, except as described in this endorsement. If there is any
conflict between contract and endorsement provisions, the endorsement provisions
take precedence.

Definitions
Here are some important definitions:

You, Your
The owner of this contract.  At all times you (the owner) must be the annuitant.
You may not transfer the ownership of this Roth IRA contract  except as provided
under "Change of Ownership" in the contract.

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

Roth IRA Contract
An annuity contract maintained as a Roth IRA as described in Code Section 408A.

IRA Required Minimum Distributions (Not Applicable)
The required minimum  distributions  at age 70 1/2 under Code Section  408(b)(3)
are not applicable to a Roth IRA.

General Provisions

Contract Modification
This  contract is intended to qualify as a Roth IRA. We agree to and reserve the
right to modify this  contract  (and  endorsement)  to the extent  necessary  to
qualify it as a Roth IRA as described in Code Section  408A.  We will obtain the
approval of any state regulatory  authority for the modifications and send you a
copy of any such change.

Payments to Beneficiary
Payment of Roth IRA Death Benefit Before Annuitization
The death benefit will be payable in a lump sum upon the receipt of due proof of
your death.  The beneficiary may elect to receive  payments any time within five
years after the calendar year of death.

In lieu of a lump sum,  payments  may be made  under an  Annuity  Payment  Plan,
provided:

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

2.   the plan provides  payments over a period which does not exceed the life or
     life expectancy of the beneficiary; and

3.   payments must begin no later than:

     a.   one year after the calendar  year of death in the case of a non-spouse
          beneficiary; or

     b.   by  December  31 of the year in which you would have turned age 70 1/2
          in the case of a spouse beneficiary.

Your beneficiary has the sole  responsibility for requesting a distribution that
complies with applicable laws and this endorsement.

Spouse's Option to Continue Contract
If you die prior to  annuitization  and your spouse is the sole  beneficiary  of
this  contract,  your  spouse may keep this  contract in force as his or her own
Roth IRA. As owner,  your spouse may make additional  purchase  payments to this
contract.

Purchase Payments

Purchase Payments
All  purchase  payments to a Roth IRA must be in cash and may be made even after
you are age 70 1/2.

Payment Limits Provision
Except as otherwise provided in this paragraph,  total purchase payments for any
taxable year may not exceed $2,000. In the case of a rollover  contribution or a
conversion  of an IRA (other than a Roth IRA) to a Roth IRA as described in Code
Sections  408A(c)(6) and 408A(d)(3)(C),  there is no limit on the amount of your
purchase payment.

The $2,000 limit is gradually  reduced to $0 between  certain levels of adjusted
gross income ("AGI"). In accordance with Code Section 408A(c)(3):

     o    if you are  single,  the  $2,000  limit is phased out  between  AGI of
          $95,000 and $110,000;
     o    if you are married and file a joint federal  income tax return,  it is
          phased out between $150,000 and $160,000; and
     o    if you are married and file a separate  federal income tax return,  it
          is phased out between $0 and $10,000.

Also, a rollover or transfer  from an individual  retirement  account or annuity
will not be permitted  if your AGI for the tax year  exceeds  $100,000 or if you
are married and file a separate federal income tax return. Adjusted gross income
is defined in Code Section  408A(c)(3) and does not include amounts  transferred
or roled over to individual retirement annuities or accounts or Roth IRAs.

You have the sole  responsibility for determining whether purchase payments meet
applicable income tax requirements.

Annuity Provisions

Change of Retirement Date
You may change the retirement date shown for this contract. 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 administrative office.

The maximum retirement date on this Roth IRA contract is the latest of:
1.   the annuitant's 85th birthday; or
2.   the 10th contract anniversary; or
3.   such other date as agreed upon by us.

Annuity Payment Plans
Any Roth IRA annuity  payment plan selected must meet the Roth IRA minimum death
distribution requirements under Code Section 401(a)(9)(B).

This endorsement is effective as of the contract date of this contract

American Enterprise Life Insurance Company

/s/ William A. Stoltzmann
Secretary

                               SEP-IRA Endorsement

This  endorsement is made part of the annuity  contract to which it is attached.
It changes  certain  contract  terms by adding the  following  provisions to the
annuity contract.  In the event of any conflict between contract and endorsement
provisions,  the  endorsement  provisions  take  precedence  over  the  contract
provisions.

This contract is intended to qualify as a SEP-IRA annuity contract. A SEP-IRA is
an Individual  Retirement  Annuity (IRA) with special features and requirements.
All contract IRA provisions apply to this SEP-IRA contract,  except as described
in this endorsement.

Here are some important definitions:

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.

SEP-IRA Contract
A Simplified Employee Pensions under Public Law 99-514. It is used in or under a
retirement plan or program described in Code Sections 408(b) and (k).

General Provisions
Unisex Basis
Since SEP-IRA Plans are employer-sponsored retirement plans, this contract is on
a unisex basis. All  sex-distinct  references in the contract are hereby deleted
and replaced with unisex references.

Refer to the unisex  Tables of Annuity Rates in this  endorsement.  These unisex
tables replace the sex-distinct tables in the contract.

Contract Modification
We reserve the right to modify this contract to the extent  necessary to qualify
this  contract as a SEP-IRA  contract as described in Code  Sections  408(b) and
(k), and all related laws and regulations which are in effect during the term of
this contract.

We will obtain any necessary regulatory approvals for the modifications.

Benefits Based on Incorrect Data
Payments under the contract will be based on the annuitant's  birthdate.  If the
annuitant's  birthdate has been misstated,  payments under this contract will be
adjusted.  They 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.

Purchase Payments
Payment Limits Provision
Employer  purchase  payments for any taxable year may not exceed the  applicable
contribution  limits  described in section  408(k) of the Code  (generally,  the
lesser than 15% of your  compensation  or $30,000 as adjusted for cost of living
increases).

Employer purchase payments made in connection with a simplified employee pension
plan [SEP] may be made with respect to the taxable  year in which the  annuitant
attains age 70 1/2 or any later year.


<PAGE>



                             Tables of Annuity Rates

Table A below shows the amount of the first monthly  variable  annuity  payment,
based on 4% assumed  investment  return,  for each $1,000 of value applied under
any  payment  plan.  The amount of the first and all  subsequent  monthly  fixed
dollar annuity  payments for each $1,000 of value applied under any payment plan
will be  based  on our  fixed  dollar  Table  of  Annuity  Rates  in  effect  at
annuitization.  Such rates are  guaranteed  to be not less than  those  shown in
Table B. The amount of such annuity  payments under Plans A, B and C will depend
upon the age of the  annuitant(s) at  annuitization.  The amount of such annuity
payments  under Plan D will depend upon the ages of the  annuitant and the joint
annuitant at annuitization.
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                Table A - Dollar Amount of First Monthly Variable Annuity Payment Per $1,000 Applied
- ----------------------------------------------------------------------------------------------------------------------
                                   PLAN A                       PLAN B                       PLAN C         PLAN D
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
      Age          Beginning                               Life Income with                Life Income     Joint &
                                              -------------------------------------------
      at              in        Life Income    Five Years     Ten Years       Fifteen      Installment     Survivor
 Annuitization       Year        Non-Refund      Certain       Certain     Years Certain     Refund       Non-Refund
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
<S>     <C>          <C>            <C>           <C>            <C>           <C>            <C>            <C> 
    Age 65           2005           5.26          5.24           5.18          5.08           5.05           4.76
                     2010           5.19          5.17           5.12          5.03           4.99           4.71
                     2015           5.12          5.11           5.06          4.98           4.94           4.67
                     2020           5.06          5.05           5.01          4.94           4.90           4.63
                     2025           5.00          4.99           4.95          4.89           4.85           4.59
                     2030           4.95          4.94           4.91          4.85           4.81           4.55
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
    Age 70           2005           5.95          5.92           5.79          5.59           5.59           5.28
                     2010           5.86          5.82           5.71          5.53           5.52           5.21
                     2015           5.77          5.73           5.64          5.47           5.46           5.15
                     2020           5.68          5.65           5.56          5.41           5.39           5.09
                     2025           5.60          5.58           5.50          5.36           5.34           5.04
                     2030           5.52          5.50           5.43          5.31           5.28           4.99
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
    Age 75           2005           6.99          6.89           6.60          6.17           6.34           6.04
                     2010           6.85          6.76           6.50          6.10           6.25           5.94
                     2015           6.72          6.64           6.41          6.04           6.16           5.85
                     2020           6.59          6.52           6.31          5.98           6.07           5.76
                     2025           6.48          6.42           6.23          5.92           6.00           5.68
                     2030           6.37          6.31           6.14          5.86           5.92           5.61
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
    Age 85           2005          10.84         10.14           8.60          7.11           8.76           8.77
                     2010          10.52          9.91           8.50          7.09           8.59           8.56
                     2015          10.23          9.69           8.40          7.06           8.43           8.36
                     2020           9.96          9.48           8.30          7.04           8.29           8.19
                     2025           8.71          9.28           8.21          7.02           8.15           8.02
                     2030           9.48          9.09           8.12          6.99           8.03           7.87
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
Table A above is based on the "1983 Individual Annuitant Mortality Table A" with
100% Projection Scale G
and a 4% assumed investment return. Annuity rates for any year, age, or any combination of year and 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 a 4% assumed investment return.
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                 Plan E - Dollar Amount of First Monthly Variable Annuity Payment Per $1,000 Applied
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
       Years               Monthly             Years              Monthly             Years              Monthly
      Payable             Payments            Payable            Payments            Payable            Payments
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
<S>      <C>                <C>                  <C>               <C>                  <C>               <C> 
         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>


<PAGE>




<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
               Table B - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
- ----------------------------------------------------------------------------------------------------------------------
                                   PLAN A                       PLAN B                       PLAN C         PLAN D
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
      Age          Beginning                               Life Income with                Life Income     Joint &
                                              -------------------------------------------
      at              in        Life Income    Five Years     Ten Years       Fifteen      Installment     Survivor
 Annuitization       Year        Non-Refund      Certain       Certain     Years Certain     Refund       Non-Refund
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
<S>     <C>          <C>            <C>           <C>            <C>           <C>            <C>            <C> 
    Age 65           2005           4.68          4.66           4.62          4.53           4.43           4.20
                     2010           4.61          4.60           4.55          4.48           4.38           4.15
                     2015           4.55          4.53           4.49          4.42           4.34           4.11
                     2020           4.48          4.47           4.44          4.38           4.29           4.07
                     2025           4.43          4.42           4.39          4.33           4.25           4.03
                     2030           4.37          4.37           4.34          4.29           4.21           3.99
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
    Age 70           2005           5.38          5.35           5.24          5.05           4.97           4.74
                     2010           5.29          5.26           5.16          4.99           4.90           4.67
                     2015           5.20          5.17           5.08          4.93           4.84           4.61
                     2020           5.11          5.09           5.01          4.87           4.78           4.55
                     2025           5.03          5.01           4.94          4.82           4.72           4.49
                     2030           4.96          4.94           4.88          4.76           4.67           4.44
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
    Age 75           2005           6.42          6.33           6.07          5.65           5.68           5.50
                     2010           6.28          6.20           5.97          5.59           5.60           5.40
                     2015           6.15          6.08           5.87          5.52           5.51           5.31
                     2020           6.03          5.97           5.78          5.46           5.43           5.23
                     2025           5.91          5.86           5.69          5.40           5.36           5.15
                     2030           5.81          5.76           5.60          5.34           5.29           5.08
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
    Age 85           2005          10.25          9.60           8.12          6.64           7.97           8.24
                     2010           9.94          9.37           8.02          6.61           7.82           8.03
                     2015           9.65          9.15           7.91          6.59           7.68           7.84
                     2020           9.38          8.94           7.81          6.56           7.55           7.66
                     2025           9.14          8.74           7.72          6.54           7.42           7.50
                     2030           8.91          8.56           7.62          6.51           7.31           7.35
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
Table B above is based on the "1983  Individual  Annuitant  Mortality Table A" @
3.00% with 100%  Projection  Scale G.  Annuity  rates for any year,  age, or any
combination  of year and 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 a 3% annual
effective interest rate.
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
               Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
       Years               Monthly             Years              Monthly             Years              Monthly
      Payable             Payments            Payable            Payments            Payable            Payments
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
<S>      <C>                <C>                  <C>               <C>                  <C>               <C> 
         10                 9.61                 17                6.23                 24                4.84
         11                 8.86                 18                5.96                 25                4.71
         12                 8.24                 19                5.73                 26                4.59
         13                 7.71                 20                5.51                 27                4.47
         14                 7.26                 21                5.32                 28                4.37
         15                 6.87                 22                5.15                 29                4.27
         16                 6.53                 23                4.99                 30                4.18
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>

This endorsement is effective as of the contract date of this contract.

American Enterprise Life Insurance Company

/s/ William A. Stoltzmann
Secretary

                        The XYZ Asset Allocation Annuity

AMERICAN
EXPRESS
American
Enterprise
Life

Variable Annuity Application
Administrative Offices:
80 South Eighth Street
P.O. Box 534
Minneapolis, MN  55440

1 Annuitant  Full Name (First, Middle Initial, Last)____________________________
Address (Street Address or P.O. Box, City, State, Zip)__________________________
Phone Number (___)______________________________________________________________
Sex  M__ F__  Date of Birth (Month/Day/Year) __/__/__
Social Security Number (Tax Identification Number)______________________________

2 Owner (check one)
__ Same as Annuitant  (do not complete  owner  information  below) __ Joint with
Annuitant (Spouse only) - Not available for IRA __ Other
Full Name (First, Middle Initial, Last)_________________________________________
Address (Street Address or P.O. Box, City, State, Zip)__________________________
Relationship to the annuitant___________________________________________________
Phone Number (___)______________________________________________________________
Sex  M__ F__  Date of Birth (Month/Day/Year) __/__/__
Social Security Number (Tax Identification Number)______________________________
For joint spousal  owners,  the  annuitant's  Social  Security number will be
used for tax reporting purposes unless you specify otherwise under Remarks.

3 Primary   Beneficiary  (Name, relationship  to  the Annuitant;  if  unrelated,
                         include  Social  Security number and date of birth)
                         ______________________________________________________
Contingent Beneficiary   (Name, relationship to the Annuitant, if unrelated,
                         include Social Security number and date of birth)
                         ______________________________________________________

4 Annuity Plan (check one) __ Nonqualified Annuity
__ Individual Retirement Annuity (IRA)
__ Roth IRA

If IRA or Roth IRA (Check and complete applicable types)
__ Regular/Contributory:   Amount $_____ for _____ (year)
__ Regular/Contributory:   Amount $_____ for _____ (year)
__ SEP-IRA:                Amount $_____ for _____ (year)
__ SEP-IRA:                Amount $_____ for _____ (year)
__ Rollover:               Amount $_____
__ Trustee to Trustee:     Amount $_____
__ Roth IRA Conversion:    Amount $_____

5 Purchase Payments
Initial Purchase Payment $______________________________________________________
Payment Allocation*:

___%AEL Fixed Account
Asset Allocation VIT Funds:
___% Fund 1                         ___% Fund 4
___% Fund 2                         ___% Fund 5
___% Fund 3

VIT Funds:
___% Fund 6           ___% Fund 11                       ___% Fund 16
___% Fund 7           ___% Fund 12                       ___% Fund 17
___% Fund 8           ___% Fund 13                       ___% Fund 18
___% Fund 9           ___% Fund 14
___% Fund 10          ___% Fund 15

*Must be whole numbers.  Your above payment allocation  instructions will remain
in effect for any future payments you make until you change your instructions.

6  Replacement  Will the annuity  applied for replace any existing  insurance or
annuity?  __ Yes __ No If yes,  provide  details  -  company,  contract  number,
amount, reason - under Remarks.

7 Remarks and Special Instructions (Including special mailing instructions)


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

8 It is Agreed That:

1.   All statements and answers given above are true and complete to the best of
     my/our knowledge.

2.   Only an officer of American  Enterprise  Life Insurance  Company can modify
     any annuity contract or waive any requirement in this application.

3.   If joint spousal owners are named,  ownership will be in joint tenancy with
     right of survivorship unless prohibited by state of settlement or specified
     otherwise in Remarks above.

4.   I/we acknowledge  receipt of current  prospectuses for the variable annuity
     and any funds involved.

5.   I/we  understand  that  earning  and values,  when based on the  investment
     experience of a variable fund,  portfolio,  account or subaccount,  are not
     guaranteed and may both increase and decrease.
<TABLE>
<CAPTION>
<S>                                    <C>                                 <C>
Signatures
______________________________          X_________________________         X_____________________________ 
Location (City/State)                   Annuitant Signature                Owner Signature (if other
                                                                           than annuitant)

______________________________          X_________________________         X_____________________________ 
Date                                    Licensed Agent Signature           Joint Owner (if any) Signature
</TABLE>


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