AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
N-4/A, 1999-11-04
Previous: NAM CORP, S-8, 1999-11-04
Next: CALLON PETROLEUM CO, 8-K, 1999-11-04




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 Pre-Effective Amendment No.          1        (File No. 333-85567)         [X]
                                  ---------

 Post-Effective Amendment No.                                               [ ]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.              2       (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:  November 3, 1999 or as
soon as possible.

<PAGE>

Prospectus

[_____], 1999


Wells Fargo AdvantageSM Variable Annuity


Individual  or  group  flexible  premium  deferred  combination  fixed/variable
annuity.

American Enterprise Variable Annuity Account

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

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:
<TABLE>
<CAPTION>
<S>                                                             <C>

o        American Express Variable Portfolio Funds               o        Goldman Sachs Variable Insurance Trust (VIT)
o        AIM Variable Insurance Funds, Inc.                      o        MFS(R) Variable Insurance Trust SM


o        The Dreyfus Socially Responsible Growth Fund, Inc.      o        Putnam Variable Trust

o        Franklin Templeton Variable Insurance Products Trust    o        Wells Fargo Variable Trust Funds


</TABLE>

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

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

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

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

<PAGE>

Table of Contents

Key Terms
The Contract in Brief
Expense Summary
Condensed Financial  Information  (Unaudited)
Financial Statements
Performance Information
The Variable  Account and the Funds
The Fixed Accounts
Buying Your Contract
Charges
Valuing  Your  Investment
Making  the Most of Your  Contract
Withdrawals


Changing  Ownership


Benefits in Case of Death
The  Annuity  Payout Period
Taxes
Voting  Rights
Substitution  of  Investments
About the  Service Providers
Additional  Information About American  Enterprise Life
Directors and Executive Officers
Experts
American Enterprise Life Financial Information
Table of Contents of the Statement of Additional Information

<PAGE>

Key Terms

These terms can help you understand details about your contract.

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

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

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

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

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

Contract -- An individual annuity contract or a certificate showing your
interest under a group annuity contract.

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

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

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

Funds -- Mutual funds and/or  portfolios that are investment  options under your
contract,  each with a different  investment  objective.  You may allocate  your
purchase  payments into  subaccounts  investing in shares of any or all of these
funds.

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

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

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

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

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


All other contracts are considered nonqualified annuities.

<PAGE>

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

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

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

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

<PAGE>

The Contract in Brief

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

Free look period:                   You may return your contract to
                                    our  office  within  10  days  after  it  is
                                    delivered  to you and  receive a full refund
                                    of the contract value. However, you bear the
                                    investment  risk  from the time of  purchase
                                    until you  return the  contract;  the refund
                                    amount may be more or less than the  payment
                                    you made.  (Exception:  If the law requires,
                                    we  will   refund   all  of  your   purchase
                                    payments.)

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

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

                                  o     the fixed accounts, which earn interest
                                        at rates that we adjust periodically.
                                        (p. __)


Buying your  contract:  Your sales  representative  will help you  complete  and
                        submit an  application.  Applications  are  subject  to
                        acceptance  at our office. You may buy a nonqualified
                        annuity or a qualified annuity. American Express
                        Financial  Advisors Inc. (AEFA) will not issue a
                        qualified annuity or   non-qualified   rollover
                        annuity   due  to   administration  system restrictions.
                        After your initial purchase payment,  you have the
                        option of making additional  purchase payments in the
                        future.  Contracts sold through AEFA are only available
                        with a seven-year withdrawal charge schedule.

                                   o    Minimum  initial   purchase  payment  --
                                        $2,000.  This  minimum does not apply if
                                        you enroll in the Systematic  Investment
                                        Program  (SIP).   The  Guarantee  Period
                                        Accounts require a minimum investment of
                                        $1,000.


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


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


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


<PAGE>

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

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

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

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

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

Charges:
          o $30 annual contract administrative charge;
          o a 0.15% variable account administrative charge;
          o with a five-year withdrawal charge schedule a 1.30% mortality and
            expense risk fee applies;
          o with a seven-year  withdrawal  charge schedule a 1.05% mortality
            and expense risk fee applies;
          o if the Enhanced Death Benefit Rider is selected, an additional 0.20%
            mortality and expense risk fee;
          o if the Guaranteed  Minimum Income Benefit Rider is selected, an
            annual fee based on the Guaranteed Income Benefit Base
            (currently at 0.30%);
          o withdrawal charge;
          o any premium taxes that may be imposed on us  by  state   or   local
            governments (currently,  we  deduct  any  applicable premium   tax
            when  you  make  a  total withdrawal   or  when  annuity   payouts
            begin,  but  we  reserve  the  right  to deduct  this tax at other
            times such as when you make purchase payments); and
          o the operating expenses of the funds.

<PAGE>

Expense Summary

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

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

Contract owner expenses:

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


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

                Five-year schedule                                     Seven-year schedule
            Years from purchase          Withdrawal charge        Years from purchase         Withdrawal charge
              payment receipt                percentage             payment receipt              percentage
                     1                           8%                        1                          8%
                     2                           8                         2                          8
                     3                           6                         3                          7
                     4                           4                         4                          6
                     5                           2                         5                          5
                Thereafter                       0                         6                          4
                                                                           7                          2
                                                                       Thereafter                     0
</TABLE>


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


        Withdrawal charge under Annuity Payout Plan E: Payouts for a specified
        period. The amount equal to the difference in the present value of
        remaining payments using the assumed investment rate and such present
        value using the assumed investment rate plus 1.52% if the original
        contract had a seven-year withdrawal charge schedule and 1.77% if the
        original contract had a five-year withdrawal charge schedule.


        Annual contract administrative charge                             $30**

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


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

Annual variable account expenses:  as a percentage of average  subaccount value.
You can  choose the length of your  contract's  withdrawal  charge and the death
benefit guarantee  provided.  The combination you choose determines the fees you
pay. The table below shows the combinations available to you and their cost.
<TABLE>
<CAPTION>
- - - --------------------------------------------------------------- ------------------------- ---------------------------
                                                                  Five-year withdrawal      Seven-year withdrawal
                                                                        schedule                   schedule
- - - --------------------------------------------------------------- ------------------------- ---------------------------
<S>                                                              <C>                       <C>
- - - --------------------------------------------------------------- ------------------------- ---------------------------
       Variable account administrative charge                            0.15%                      0.15%
- - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - --------------------------------------------------------------- ------------------------- ---------------------------
       Mortality and expense risk fee                                    1.30%                      1.05%
- - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - --------------------------------------------------------------- ------------------------- ---------------------------
       Enhanced Death Benefit Rider fee as part of the                   0.20%                      0.20%
                                                                         -----                      -----
       mortality and expense risk fee (optional)
- - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - --------------------------------------------------------------- ------------------------- ---------------------------
Total annual variable account expenses without the optional              1.45%                      1.20%
Enhanced Death Benefit Rider fee
- - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - --------------------------------------------------------------- ------------------------- ---------------------------
Total annual variable account expenses with the optional                 1.65%                      1.40%
Enhanced Death Benefit Rider fee
- - - --------------------------------------------------------------- ------------------------- ---------------------------
</TABLE>

<PAGE>


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


- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
                                                                             Management     12b-1       Other
                                                                                Fees         Fees     Expenses       Total
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
<S>                                                                         <C>             <C>      <C>            <C>
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                             .56%         .13         .26         .95%1
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Capital Resource Fund                                .59%         .13         .07         .79%2
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Diversified Equity Income Fund                       .56%         .13         .26         .95%1
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Extra Income Fund                                    .62%         .13         .09         .84%2
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Federal Income Fund                                  .61%         .13         .14         .88%1
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - New Dimensions Fund                                  .61%         .13         .06         .80%2
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Small Cap Advantage Fund                             .79%         .13         .31         1.23%1
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

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

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
The Dreyfus Socially Responsible Growth Fund, Inc.                              .75%          --         .05          .80%
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
FT VIP Franklin Income Securities Fund - Class 2                                .47%         .25         .02         .74%4
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
FT VIP Mutual Shares Securities Fund - Class 2                                  .74%         .25         .03         1.02%4
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
FT VIP Franklin Real Estate Fund - Class 2                                      .52%         .25         .02         .79%4
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
FT VIP Franklin Small Cap Fund Class - 2                                        .75%         .25         .02         1.02%4
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Goldman Sachs VIT CORESM U.S. Equity Fund                                       .70%          --         .10         .80%5
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Goldman Sachs VIT Global Income Fund                                            .90%          --         .15         1.05%5
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Goldman Sachs VIT Mid Cap Value Fund                                            .80%          --         .15         .95%6
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
MFS(R)Growth with Income Series                                                  .75%          --         .13         .88%7
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
MFS(R)Utilities Series                                                           .75%          --         .26         1.01%7
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Putnam VT International Growth Fund - Class IB Shares                           .80%         .15         .27         1.22%
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Putnam VT Vista Fund - Class IB Shares                                          .65%         .15         .12          .92%
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Asset Allocation Fund                                            .42%         .25         .33         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Corporate Bond Fund                                              .10%         .25         .55         .90%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Equity Income Fund                                               .38%         .25         .37         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Equity Value Fund                                                 -- %        .25         .75         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Growth Fund                                                      .32%         .25         .43         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Large Company Growth Fund                                        .12%         .25         .63         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Money Market Fund                                                .10%         .25         .50         .85%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Small Cap Growth Fund                                             -- %        .25         .95         1.20%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
</TABLE>

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

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

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

<PAGE>

4Because no Class 2 shares were issued as of Dec. 31, 1998,  figures (other than
Rule 12b-1 fees) are based on the  Portfolio's  Class 1 actual  expenses for the
fiscal  year ended Dec.  31, 1998 plus Class 2's annual Rule 12b-1 fee of 0.25%.
(While the maximum amount payable under each Portfolio's Class 2 Rule 12b-1 plan
is 0.35% per year of the  Portfolio's  average  daily net  assets,  the Board of
Trustees of Franklin  Templeton  Variable  Insurance  Products Trust has set the
current  rate at 0.25% per  year).  The  figure  shown  under  Management  Fees,
combines both the  Management and Portfolio  Administration  Fees. The Portfolio
Administration Fee is a direct expense for the Mutual Share Securities Fund; the
Franklin  Income  Securities  Fund,  and the  Franklin  Real Estate Fund and the
Franklin  Small  Cap Fund  pays for  similar  services  indirectly  through  the
Management Fee.

5The  Goldman  Sachs VIT CORESM U.S.  Equity  Fund and Goldman  Sachs VIT Global
Income Fund expenses are based on actual expenses for fiscal year ended Dec. 31,
1998.  The Investment  Advisor to the Goldman Sachs VIT CORESM U.S.  Equity Fund
and Goldman  Sachs VIT Global Income Fund have  voluntarily  agreed to reduce or
limit certain "Other Expenses" of such funds (excluding  management fees, taxes,
interest and brokerage fees, litigation, indemnification and other extraordinary
expenses) to the extent such  expenses  exceed 0.10% and 0.15% per annum of such
funds' average daily net assets,  respectively.  The expenses shown include this
reimbursement. If not included, the "Other Expenses" and "Total" for the Goldman
Sachs VIT CORESM U.S. Equity Fund and Goldman Sachs VIT Global Income Fund would
be 2.13% and 2.83% and 2.40% and 3.30%,  respectively.  The reductions or limits
may be discontinued or modified by the investment adviser in their discretion at
any time.

6The Goldman  Sachs VIT Mid Cap Value Fund's  expenses are  estimated due to the
fund being in existence for less than ten months.  The Investment Advisor to the
Goldman Sachs VIT Mid Cap Value Fund has  voluntarily  agreed to reduce or limit
certain  "Other  Expenses"  of such funds  (excluding  management  fees,  taxes,
interest and brokerage fees, litigation, indemnification and other extraordinary
expenses)  to the extent  such  expenses  exceed  0.15% per annum of such funds'
average  daily  net  assets,  respectively.  The  expenses  shown  include  this
reimbursement. If not included, the "Other Expenses" and "Total" for the Goldman
Sachs  VIT Mid Cap  Value  Fund  would be 0.57%  and  1.37%,  respectively.  The
reductions or limits may be discontinued  or modified by the investment  advisor
in their discretion at any time.

7Each  series  has an expense  offset  arrangement  which  reduces  the  series'
custodian  fee based upon the amount of cash  maintained  by the series with its
custodian and dividend  disbursing  agent. Each series may enter into other such
arrangements  and  directed  brokerage  arrangements,  which would also have the
effect of reducing the series' expenses. Expenses do not take into account these
expense  reductions,  and are therefore  higher than the actual  expenses of the
series.

8The Funds' annualized  expenses are anticipated for the period Sept. 20, 1999 -
Dec. 31, 1999.


<PAGE>

Examples: *


You would pay the  following  expenses on a $1,000  investment if you selected a
five-year  withdrawal charge schedule without any optional riders and assuming a
5% annual return and...
<TABLE>
<CAPTION>
- - - -----------------------------------------------------------------------------------------------------------------------------
                                                                           a total withdrawal at       no withdrawal or
                                                                           the end of each time    selection of an annuity
                                                                                  period          payout plan at the end of
                                                                                                       each time period
- - - -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>          <C>          <C>
- - - -----------------------------------------------------------------------------------------------------------------------------
                                                                           1 year     3 years      1 year        3 years
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                        $105.07    $137.11       $25.07        $77.11
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                            103.43     132.18        23.43         72.18
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                   105.07     137.11        25.07         77.11
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                                103.94     133.72        23.94         73.72
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                              104.35     134.95        24.35         74.95
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                              103.53     132.49        23.53         72.49
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                         107.94     145.69        27.94         85.69
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                          102.25     128.63        22.25         68.63
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                         102.15     128.32        22.15         68.32
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                          103.59     132.64        23.59         72.64
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                            102.97     130.79        22.97         70.79
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                              105.84     139.41        25.84         79.41
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                  103.48     132.33        23.48         72.33
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                    105.84     139.41        25.84         79.41
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                   103.59     132.64        23.59         72.64
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                        106.15     140.33        26.15         80.33
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                        105.12     137.26        25.12         77.26
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                             104.41     135.11        24.41         75.11
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                      105.74     139.10        25.74         79.10
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                       107.89     145.53        27.89         85.53
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                      104.82     136.34        24.82         76.34
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                        105.64     138.79        25.64         78.79
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                          104.61     135.72        24.61         75.72
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                           105.64     138.79        25.64         78.79
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                            105.64     138.79        25.64         78.79
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                  105.64     138.79        25.64         78.79
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                    105.64     138.79        25.64         78.79
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                            104.10     134.18        24.10         74.18
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                        107.69     144.92        27.69         84.92
- - - -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

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


<TABLE>
<CAPTION>

- - - -----------------------------------------------------------------------------------------------------------------------------
                                                                           a total withdrawal at       no withdrawal or
                                                                           the end of each time    selection of an annuity
                                                                                  period          payout plan at the end of
                                                                                                       each time period
- - - -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>          <C>           <C>
- - - -----------------------------------------------------------------------------------------------------------------------------
                                                                           1 year     3 years      1 year        3 years
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                        $110.27    $153.17       $30.27        $93.17
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                            108.63     148.26        28.63         88.26
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                   110.27     153.17        30.27         93.17
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                                109.14     149.80        29.14         89.80
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                              109.55     151.03        29.55         91.03
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                              108.73     148.57        28.73         88.57
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                         113.14     161.72        33.14        101.72
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                          107.45     144.73        27.45         84.73
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                         107.35     144.42        27.35         84.42
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                          108.79     148.73        28.79         88.73
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                            108.17     146.88        28.17         86.88
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                              111.04     155.46        31.04         95.46
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                  108.68     148.42        28.68         88.42
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                    111.04     155.46        31.04         95.46
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                   108.79     148.73        28.79         88.73
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                        111.35     156.38        31.35         96.38
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                        110.32     153.32        30.32         93.32
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                             109.61     151.18        29.61         91.18
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                      110.94     155.16        30.94         95.16
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                       113.09     161.56        33.09        101.56
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                      110.02     152.41        30.02         92.41
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                        110.84     154.85        30.84         94.85
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                          109.81     151.79        29.81         91.79
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                           110.84     154.85        30.84         94.85
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                            110.84     154.85        30.84         94.85
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                  110.84     154.85        30.84         94.85
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                    110.84     154.85        30.84         94.85
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                            109.30     150.26        29.30         90.26
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                        112.89     160.96        32.89        100.96
- - - -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

You would pay the  following  expenses on a $1,000  investment if you selected a
seven-year withdrawal charge schedule without any optional riders and assuming a
5% annual return and...
<TABLE>
<CAPTION>
- - - -----------------------------------------------------------------------------------------------------------------------------
                                                                           a total withdrawal at       no withdrawal or
                                                                           the end of each time    selection of an annuity
                                                                                  period          payout plan at the end of
                                                                                                       each time period
- - - -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>          <C>           <C>
- - - -----------------------------------------------------------------------------------------------------------------------------
                                                                          1 year     3 years      1 year        3 years
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                        $102.51    $139.40       $22.51        $69.40
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                            100.87     134.45        20.87         64.45
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                   102.51     139.40        22.51         69.40
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                                101.38     136.00        21.38         66.00
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                              101.79     137.24        21.79         67.24
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                              100.97     134.76        20.97         64.76
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                         105.38     148.03        25.38         78.03
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                           99.69     130.88        19.69         60.88
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                          99.59     130.57        19.59         60.57
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                          101.02     134.91        21.02         64.91
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                            100.41     133.05        20.41         63.05
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                              103.28     141.72        23.28         71.72
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                  100.92     134.60        20.92         64.60
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                    103.28     141.72        23.28         71.72
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                   101.02     134.91        21.02         64.91
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                        103.59     142.64        23.59         72.64
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                        102.56     139.55        22.56         69.55
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                             101.84     137.39        21.84         67.39
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                      103.18     141.41        23.18         71.41
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                       105.33     147.87        25.33         77.87
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                      102.25     138.63        22.25         68.63
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------

- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                        103.07     141.10        23.07         71.10
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                          102.05     138.01        22.05         68.01
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                           103.07     141.10        23.07         71.10
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                            103.07     141.10        23.07         71.10
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                  103.07     141.10        23.07         71.10
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                    103.07     141.10        23.07         71.10
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                            101.54     136.46        21.54         66.46
- - - -----------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                        105.12     147.26        25.12         77.26
- - - -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


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


- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                            1 year     3 years      5 years      10 years
- - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>           <C>          <C>
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                        $107.71    $155.50         $--           $--
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                            106.07     150.57       188.38        298.86
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                   107.71     155.50         --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                                106.58     152.11         --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                              106.99     153.34         --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                              106.17     150.87       188.89        299.89
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                         110.58     164.09         --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                          104.89     147.01        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                         104.79     146.70       181.91        285.81
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                          106.22     151.03        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                            105.61     149.18        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                              108.48     157.80        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                  106.12     150.72        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                    108.48     157.80        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                   106.22     151.03        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                        108.79     158.73        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                        107.76     155.65        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                             107.04     153.50        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                      108.38     157.50        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                       110.53     163.94        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                      107.45     154.73        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                        108.27     157.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                          107.25     154.11        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                           108.27     157.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                            108.27     157.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                  108.27     157.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                    108.27     157.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                            106.74     152.57        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                        110.32     163.32        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

You would pay the  following  expenses on a $1,000  investment if you selected a
seven-year  withdrawal  charge  schedule with the optional  0.20% Enhanced Death
Benefit Rider and 0.30%  Guaranteed  Minimum Income Benefit Rider and assuming a
5% annual return and no withdrawal or selection of an annuity payout plan at the
end of each time period.


<TABLE>
<CAPTION>

- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                            1 year     3 years      5 years      10 years
- - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>          <C>          <C>
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                          $27.71     $85.50        $--           $--
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                              26.07      80.57       138.38        298.86
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                     27.71      85.50         --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                                  26.58      82.11         --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                                26.99      83.34         --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                                26.17      80.87       138.89        299.89
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                           30.58      94.09        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                            24.89      77.01        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                           24.79      76.70       131.91        285.81
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                            26.22      81.03        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                              25.61      79.18        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                                28.48      87.80        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                    26.12      80.72        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                      28.48      87.80        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                     26.22      81.03        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                          28.79      88.73        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                          27.76      85.65        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                               27.04      83.50        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                        28.38      87.50        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                         30.53      93.94        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                        27.45      84.73        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                          28.27      87.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                            27.25      84.11        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                             28.27      87.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                              28.27      87.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                    28.27      87.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                      28.27      87.19        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                              26.74      82.57        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                          30.32      93.32        --            --
- - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*In these examples, the $30 contract  administrative charge is approximated as a
 .051% charge based on our estimated average contract size. Premium taxes imposed
by some state and local  governments  are not  reflected in these  examples.  We
entered into certain  arrangements  under which we are compensated by the funds'
advisors and/or  distributors for the administrative  services we provide to the
funds.


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

<PAGE>

Condensed Financial Information (Unaudited)

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


<TABLE>
<CAPTION>

<S>                                                              <C>           <C>        <C>          <C>
Year ended Dec. 31,
                                                                     1998        1997         1996        1995

Subaccount ECR1 (Investing in shares of AXPSM Variable
Portfolio - Capital Resource Fund)

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

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

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

Ratio of operating expense to average net assets                    1.40%       1.40%        1.50%       1.50%

Subaccount  EGD2 (Investing in shares of AXPSM Variable
Portfolio - New Dimensions Fund)

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

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

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

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

Subaccount  EVA2 (Investing in shares of AIM V.I. Value
Fund)

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

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

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


<PAGE>


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

1Operations commenced on Feb. 21, 1995.
2Operations commenced on Oct. 30, 1997.

</TABLE>

Financial Statements

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

Performance Information

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

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

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

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

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

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

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


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


<PAGE>


Annualized  yield (for  subaccounts  investing in income funds)  divides the net
investment  income  (income less expenses) for each  accumulation  unit during a
given 30-day  period by the value of the unit on the last day of the period.  We
then convert the result to an annual percentage. You should consider performance
information in light of the investment objectives, policies, characteristics and
quality of the fund in which the  subaccount  invests and the market  conditions
during the specified  time period.  Advertised  yields and total return  figures
include charges that reduce advertised  performance.  Therefore,  you should not
compare  subaccount  performance  to that of mutual funds that sell their shares
directly to the public.  (See the SAI for a further  description of methods used
to determine total return and yield.)

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

<PAGE>

The Variable Account and the Funds

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

- - - ---------------------------------------------------------------------------------------------------------------------------------
  Subaccount    Investing In                Investment Objectives and Policies                     Investment Advisor or Manager
- - - ---------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                         <C>                                                   <C>
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WBCA 2      AXPSM Variable Portfolio -  Objective: long-term total return exceeding that of    IDS Life Insurance Company
    WBCA 4      Blue Chip Advantage Fund    the U.S. stock market. Invests primarily in common     (IDS Life), investment
    WBCA 5                                  stocks of companies included in the unmanaged S&P 500  manager; American Express
    WBCA 7                                  Index.                                                 Financial Corporation
                                                                                                   (AEFC), investment advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     ECR       AXPSM Variable Portfolio -  Objective: capital appreciation. Invests primarily in  IDS Life, investment
    WCAR 2     Capital Resource Fund       U.S. common stocks.                                    manager; AEFC, investment
    WCAR 4                                                                                        advisor.
    WCAR 7
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WDEI 2     AXPSM Variable Portfolio - Objective:  a high level of current income and, as a    IDS Life,  investment
    WDEI 4     Diversified  Equity Income secondary goal,  steady growth of capital.  Invests     manager;  AEFC,  investment
    WDEI 5     Fund                       primarily in dividend-paying common and preferred       advisor.
    WDEI 7                                stocks.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     EIA       AXPSM Variable Portfolio -  Objective: high current income, with capital growth    IDS Life, investment
    WEXI 2     Extra Income Fund           as a secondary objective. Invests primarily in         manager; AEFC, investment
    WEXI 4                                 long-term, high-yielding, high-risk debt securities    advisor.
    WEXI 7                                 below investment grade issued by U.S. and foreign
                                           corporations.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WFDI 2      AXPSM Variable Portfolio -  Objective: a high level of current income and safety   IDS Life, investment
    WFDI 4      Federal Income Fund         of principal consistent with an investment in U.S.     manager; AEFC, investment
    WFDI 5                                  government and government agency securities. Invests   advisor.
    WFDI 7                                  primarily in debt obligations issued or guaranteed as
                                            to principal and interest by the U.S. government, its
                                            agencies or instrumentalities.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     EGD       AXPSM Variable Portfolio -  Objective: long-term growth of capital. Invests        IDS Life, investment
    WNDM 2     New Dimensions Fund         primarily in common stocks of U.S. and foreign         manager; AEFC, investment
    WNDM 4                                 companies showing potential for significant growth.    advisor.
    WNDM 7
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WSCA 2      AXPSM Variable Portfolio -  Objective: long-term capital growth. Invests           IDS Life, investment
    WSCA 4      Small Cap Advantage Fund    primarily in equity stocks of small companies that     manager; AEFC, investment
    WSCA 5                                  are often included in the S&P SmallCap 600 Index or    advisor; Kenwood Capital
    WSCA 7                                  the Russell 2000 Index.                                Management LLC,
                                                                                                   sub-investment advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     ECA       AIM V.I. Capital            Objective: growth of capital.  Invests primarily in    A I M Advisors, Inc.
    WCAP 2     Appreciation Fund           common stocks, with emphasis on medium- and
    WCAP 4                                 small-sized growth companies.
    WCAP 7
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     EVA       AIM V.I. Value Fund          Objective: long-term growth of capital with income as  A I M Advisors, Inc.
    WVAL 2                                  a secondary objective. Invests primarily in equity
    WVAL 4                                  securities judged to be undervalued relative to the
    WVAL 7                                  investment advisor's appraisal of the current or
                                            projected  earnings of the companies
                                            issuing the securities,  or relative
                                            to current  market  values of assets
                                            owned by the  companies  issuing the
                                            securities,   or   relative  to  the
                                            equity market generally.
- - - ---------------------------------------------------------------------------------------------------------------------------------
     ESR       The Dreyfus Socially        Objective: capital growth, with current income as a    The Dreyfus Corporation,
    WSRG 2     Responsible Growth Fund,    secondary objective. Invests primarily in the common   investment advisor; NCM
    WSRG 4     Inc.                        stock of companies that, in the opinion of the fund's  Capital Management Group,
    WSRG 7                                 management, meet traditional investment standards and  Inc., sub-investment advisor.
                                           conduct  their  business in a manner
                                           that  contributes to the enhancement
                                           of the quality of life in America.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WISE 2      Franklin Templeton VIP      Objective: maximize income while maintaining           Franklin Advisers, Inc.
    WISE 4      Trust Franklin Income       prospects for capital appreciation. Invests primarily
    WISE 5      Securities Fund             in a diversified portfolio of debt and equity
    WISE 7                                  securities, including high yield, lower-rated "junk
                                            bonds."
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     EMU        Franklin Templeton VIP      Objective: capital appreciation with income as a       Franklin Mutual Advisers, LLC
    WMSI 2      Trust Mutual Shares         secondary goal. Invests primarily in equity
    WMSI 4      Securities Fund             securities of companies that the manager believes are
    WMSI 7                                  available at market prices less than their actual
                                            value based on certain recognized or objective
                                            criteria (intrinsic value).
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     ERE        Franklin Templeton VIP      Objective: capital appreciation with a secondary goal  Franklin Advisers, Inc.
    WRES 2      Trust Franklin Real Estate  to earn current income. Invests primarily in
    WRES 4      Fund                        securities of companies operating in the real estate
    WRES 7                                  industry, primarily equity real estate investment
                                            trusts (REITS).
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WSMC 2      Franklin Templeton VIP      Objective: long-term capital growth. Invests           Franklin Advisers, Inc.
    WSMC 4      Trust Franklin Small Cap    primarily in equity securities of U.S. small
    WSMC 5      Fund                        capitalization (small cap) growth companies.
    WSMC 7
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     JUS        Goldman Sachs VIT           Objective: long-term growth of capital and dividend    Goldman Sachs Asset
    WUSE 2      CORE SM U.S. Equity Fund    income. Primarily invests in a broadly diversified     Management
    WUSE 4                                  portfolio of large-cap and blue chip equity
    WUSE 7                                  securities representing all major sectors of the U.S.
                                            economy.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     JGL        Goldman Sachs VIT Global    Objective: high total return, emphasizing current      Goldman Sachs Asset
    WGLI 2      Income Fund                 income, and, to a lesser extent, providing             Management International
    WGLI 4                                  opportunities for capital appreciation. Invests
    WGLI 7                                  primarily in a portfolio of high quality fixed-income
                                            securities of U.S. and foreign issuers and enters
                                            into transactions in foreign currencies.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     JMC        Goldman Sachs VIT Mid Cap   Objective: long-term capital appreciation. Invests     Goldman Sachs Asset
    WMCE 2      Value Fund                  primarily in mid-capitalization U.S. stocks that are   Management
    WMCE 4                                  believed to be undervalued or undiscovered by the
    WMCE 7                                  marketplace.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WGIS 2      MFS(R)Growth with Income     Objective: reasonable current income and long-term     MFS Investment Management(R)
    WGIS 4      Series                      growth of capital and income. Invests primarily in
    WGIS 5                                  common stocks and related securities, such as
    WGIS 7                                  preferred stocks, convertible securities and
                                            depositary receipts for those securities.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     EUT       MFS(R) Utilities Series      Objective: capital growth and current income. Invests  MFS Investment Management(R)
    WUTS 2                                  primarily in equity and debt securities of domestic
    WUTS 4                                  and foreign companies in the utilities industry.
    WUTS 7
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     EPL        Putnam VT International     Objective: long-term capital appreciation. Invests     Putnam Investment
    WIGR 2      Growth Fund - Class IB      primarily in equity securities of companies located    Management, Inc.
    WIGR 4      Shares                      in a country other than the U.S.
    WIGR 7
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
     EPT       Putnam VT Vista Fund -      Objective: capital appreciation. Invests primarily in  Putnam Investment
    WVIS 2      Class IB Shares            a diversified portfolio of common stocks that Putnam   Management, Inc.
    WVIS 4                                 Management  believes have above-average  potential for
    WVIS 7                                 capital appreciation.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WAAL 2      Wells Fargo VT Asset        Objective: long-term total return, consistent with     Wells Fargo Bank, N.A.,
    WAAL 4      Allocation Fund             reasonable risk. Invests primarily in the securities   advisor; Barclays Global
    WAAL 5                                  of various indexes to replicate the total return of    Fund Advisors, sub-advisor.
    WAAL 7                                  the index. We use an asset allocation model to
                                            allocate and reallocate assets among common stocks
                                            (S&P 500 Index), U.S. Treasury bonds (Lehman Brothers
                                            20+ Bond Index) and money market instruments,
                                            operating from a target allocation of 60% stocks and
                                            40% bonds.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WCBD 2      Wells Fargo VT Corporate    Objective: high level of current income consistent     Wells Fargo Bank, N.A.,
    WCBD 4      Bond Fund                   with reasonable risk. Invests primarily in corporate   advisor; Wells Capital
    WCBD 5                                  debt securities of any maturity.                       Management Incorporated,
    WCBD 7                                                                                         sub- advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WEQI 2      Wells Fargo VT Equity       Objective: long-term capital appreciation and          Wells Fargo Bank, N.A.,
    WEQI 4      Income Fund                 above-average dividend income. Invests primarily in    advisor; Wells Capital
    WEQI 5                                  common stocks of large, high-quality domestic          Management Incorporated,
    WEQI 7                                  companies with above-average return potential and      sub- advisor.
                                            above-average dividend income.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WEQV 2      Wells Fargo VT Equity       Objective: long-term capital appreciation. Invests     Wells Fargo Bank, N.A.,
    WEQV 4      Value Fund                  primarily in equity securities that we believe are     advisor; Wells Capital
    WEQV 5                                  undervalued in relation to the overall stock markets.  Management Incorporated,
    WEQV 7                                                                                         sub- advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WGRO 2      Wells Fargo VT Growth Fund  Objective: long-term capital appreciation. Invests     Wells Fargo Bank, N.A.,
    WGRO 4                                  primarily in common stocks and other equity            advisor; Wells Capital
    WGRO 5                                  securities of domestic and foreign companies whose     Management Incorporated,
    WGRO 7                                  market capitalization falls within the range of the    sub- advisor.
                                            Russell   1000   Index,   which   is
                                            considered    a   mid-   to   large-
                                            capitalization index.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WLCG 2      Wells Fargo VT Large        Objective: long-term capital appreciation. Invests     Wells Fargo Bank, N.A.,
    WLCG 4      Company Growth Fund         primarily in common stock of large, high-quality       advisor; Peregrine Capital
    WLCG 5                                  domestic companies that have superior growth           Management, Inc.,
    WLCG 7                                  potential.                                             sub-advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WMMK 2      Wells Fargo VT Money        Objective: current income, while preserving capital    Wells Fargo Bank, N.A.,
    WMMK 4      Market Fund                 and liquidity. Invests primarily in high-quality,      advisor; Wells Capital
    WMMK 5                                  U.S. dollar-denominated money market instruments,      Management Incorporated,
    WMMK 7                                  including debt obligations.                            sub- advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WSCG 2      Wells Fargo VT Small Cap    Objective: long-term capital appreciation. Invests     Wells Fargo Bank, N.A.,
    WSCG 4      Growth Fund                 primarily in common stocks issued by companies whose   advisor; Wells Capital
    WSCG 5                                  market capitalization falls within the range of the    Management Incorporated,
    WSCG 7                                  Russell 2000 Index, which is considered a small        sub- advisor.
                                            capitalization index.
- - - ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>


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


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


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

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

<PAGE>

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

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

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

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

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

The Fixed Accounts

Guarantee Period Accounts
You may also allocate  purchase  payments to one or more of the Guarantee Period
Accounts  with  Guarantee  Periods  ranging  from two to ten years.  The minimum
required  investment in each Guarantee Period Account is $1,000.  Each Guarantee
Period Account pays an interest rate that is declared when you allocate money to
that account. That interest rate is then fixed for the Guarantee Period that you
chose.  We will  periodically  change the declared  interest rate for any future
allocations  to these  accounts,  but we will not  change the rate paid on money
currently in a Guarantee Period Account.

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

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

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

<PAGE>

participate in the performance of the assets held in this separate  account.  We
guarantee all benefits relating to your value in the Guarantee Period Accounts.

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

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

o    Securities   issued   by  the   U.S.   government   or  its   agencies   or
     instrumentalities,  which issues may or may not be  guaranteed  by the U.S.
     government;
o    Debt  securities  that have an investment  grade,  at the time of purchase,
     within  the  four  highest  grades  assigned  by  any of  three  nationally
     recognized  rating agencies - Standard & Poor's,  Moody's Investors Service
     or Duff  and  Phelp's  - or are  rated  in the two  highest  grades  by the
     National Association of Insurance Commissioners;
o    Other debt instruments  which are unrated or rated below investment  grade,
     limited to 10% of assets at the time of purchase; and
o    Real estate  mortgages,  limited to 45% of portfolio  assets at the time of
     acquisition.

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

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

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

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

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

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

<PAGE>

The one-year fixed account
You may allocate  purchase  payments to the one-year fixed account.  We back the
principal and interest  guarantees  relating to the one-year fixed account.  The
value of the  one-year  fixed  account  increases  as we credit  interest to the
account.  Purchase  payments and transfers to the one-year  fixed account become
part of our general account.  We credit interest daily and compound it annually.
We will change the interest rates from time to time at our discretion.

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

Buying Your Contract


You or your  sales  representative  will  send an  application  along  with your
initial  purchase  payment to our office.  As the owner, you have all rights and
may receive all benefits under the contract.  You can own a nonqualified annuity
in joint tenancy with rights of  survivorship  only in spousal  situations.  You
cannot own a qualified annuity in joint tenancy. AEFA will not issue a qualified
annuity  or  non-qualified   rollover  annuity  due  to  administration   system
restrictions.  You can buy a contract  or become an  annuitant  if you are 85 or
younger. (The age limit may be younger for qualified annuities in some states.)


When you apply, you may select:

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


o the optional Enhanced Death Benefit Rider;
o the optional Guaranteed Minimum Income Benefit Rider;
o the one-year fixed account,  Guarantee  Period Accounts and/or  subaccounts in
  which you want to  invest;
o how you want to make  purchase  payments;  and
o a beneficiary.


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


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

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

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

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

<PAGE>

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

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

o    no earlier than the 60th day after the contract's effective date; and
o    no  later  than  the  annuitant's  85th  birthday  or  the  tenth  contract
     anniversary, if purchased after age 75.



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

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




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


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


Purchase payments


    Minimum intial purchase payment:                                    $2,000

    Minimum additional purchase payments:

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



  * Payments  made using SIP must total $2,000 before you can make partial
    withdrawals.
 ** The  Guarantee  Period  Accounts  require a minimum  $1,000 initial payment.

<TABLE>
<CAPTION>

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

                                                                                    $1,000,000 for all other contracts
</TABLE>

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


<PAGE>

How to make purchase payments

1
By letter: Send your check along with your name and contract number to:

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

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

2
By SIP:           Contact your sales representative to complete the necessary
                  SIP paperwork.

Charges

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

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

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

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

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

<PAGE>

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

Expense  risk arises  because we cannot  increase  the  contract  administrative
charge or the variable account  administrative  charge and these charges may not
cover  our  expenses.  We would  have to make up any  deficit  from our  general
assets.

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

o    first,  to the  extent  possible,  the  subaccounts  pay  this fee from any
     dividends distributed from the funds in which they invest;
o    then,  if  necessary,  the funds  redeem  shares to cover any  remaining
     fees payable.

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

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

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

We apply the fee on an adjusted  benefit base  calculated as the result of (a) +
(b) - (c), where:
(a) is the Guaranteed Income Benefit Base,
(b) is the adjusted transfers  from  the  subaccounts  to the  fixed  accounts
    made in the last six months, and
(c) is the total contract value in the fixed accounts.

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

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

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

<PAGE>

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

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



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



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

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

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

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

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


                    Five-year schedule                                         Seven-year schedule
<S>                                 <C>                         <C>                           <C>
 Years from purchase payment         Withdrawal charge           Years from purchase           Withdrawal charge
           receipt                      percentage                 payment receipt                percentage
              1                              8%                           1                            8%
              2                              8                            2                            8
              3                              6                            3                            7
              4                              4                            4                            6
              5                              2                            5                            5
          Thereafter                         0                            6                            4
                                                                          7                            2
                                                                     Thereafter                        0

</TABLE>

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

o    The contract date is Nov. 1, 1999 with a contract year of Nov. 1 through
     Oct. 30 and with an anniversary date of Nov. 1 each year; and

<PAGE>

o        We received these payments
       - $10,000 Nov. 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 Nov. 1, 2008 contract value was $38,488.
<TABLE>
<CAPTION>
<S>                            <C>

            Withdrawal Charge                                   Explanation

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

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

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

                $480              $8,000 Dec. 31, 2005 payment is in its fourth year from receipt,
                                  withdrawn with a 6% withdrawal charge; and

                $420              $6,000 Feb. 20, 2007 payment is in its third year from receipt
                                  withdrawn with a 7% withdrawal charge.
                $900
</TABLE>

For a partial  withdrawal that is subject to a withdrawal  charge, the amount we
actually  withdraw  from your  contract  will be the amount you request plus any
applicable  withdrawal  charge.  We apply the  withdrawal  charge to this  total
amount.  We pay you the amount you requested.  If you make a full  withdrawal of
your contract, we also will deduct the $30 contract administrative charge.

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

o    withdrawals of any contract earnings;
o    amounts totaling up to 15% of your prior contract anniversary contract
     value to the extent it exceeds contract earnings;
o    required minimum  distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);
o    contracts settled using an annuity payout plan;
o    withdrawals  made as a result of one of the "Contingent  events"  described
     below  to the  extent  permitted  by  state  law  (see  your  contract  for
     additional conditions and restrictions);
o    amounts we refund to you during the free look period; and
o    death benefits.

<PAGE>


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


o    Withdrawals you make if you or the annuitant are diagnosed in the second or
     later  contract  years as  disabled  with a  medical  condition  that  with
     reasonable  medical certainty will result in death within 12 months or less
     from the date of the licensed  physician's  statement.  You must provide us
     with a licensed  physician's  statement  containing  the  terminal  illness
     diagnosis and the date the terminal illness was initially diagnosed.
o    Withdrawals  you make if you or the annuitant  become  disabled  within the
     meaning of IRC Section  72(m)(7)  after your  contract  date.  The disabled
     person must also be receiving Social Security disability or state long term
     disability  benefits.  The disabled person must be age 70 or younger at the
     time of  withdrawal.  You must  provide  us with a signed  letter  from the
     disabled person stating that he or she meets the above criteria,  a legible
     photocopy  of Social  Security  disability  or state  long term  disability
     benefit payments and the application for such payments.
o    Withdrawals you make once a year if you or the annuitant become  unemployed
     at least one year after your contract's  date, up to the following  amounts
     each year:
                 (a) 25% of your prior  anniversary  contract  value (or $10,000
                     if greater)  if the  unemployment  condition  is met for at
                     least 30 straight days; or
                 (b) 50% of your prior  anniversary  contract  value (or $10,000
                     if greater)  if the  unemployment  condition  is met for at
                     least 180 straight days.

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


Withdrawal  charge under Annuity Payout Plan E: Payouts for a specified  period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can  withdraw  is the  present  value of any  remaining  variable  payouts.  The
discount rate we use in the calculation will be 5.02% if the assumed  investment
rate is 3.5% and 6.97% if the  assumed  investment  rate is 5%.  The  withdrawal
charge is equal to the  difference in discount  values using the above  discount
rates and the assumed investment rate.


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


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


<PAGE>

Valuing Your Investment

We value your fixed accounts and subaccounts as follows:

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

o    the sum of your purchase payments and transfer amounts allocated to the
     one-year fixed account and the Guarantee Period Accounts;
o    plus interest credited;
o    minus the sum of amounts withdrawn after the MVA (including any applicable
     withdrawal charges) and amounts transferred out;
o    minus any prorated contract administrative charge; and
o    minus any prorated portion of the Guaranteed  Minimum Income Benefit Rider
     fee (if applicable).

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

The  accumulation  units  are the  true  measure  of  investment  value  in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the fund in which the subaccount invests.

The dollar value of each  accumulation  unit can rise or fall daily depending on
the  variable  account  expenses,  performance  of the fund and on certain  fund
expenses. Here is how we calculate accumulation unit values:

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


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

Net investment factor
We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then
o    dividing that sum by the previous adjusted net asset value per share; and
o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee, the variable account administrative charge and the Enhanced Death
     Benefit Rider fee (if selected) from the result.

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

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

<PAGE>

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

o        additional purchase payments you allocate to the subaccounts;
o        transfers into or out of the subaccounts;
o        partial withdrawals;
o        withdrawal charges;
o        prorated portions of the contract administrative charge; and/or
o        prorated portions of the Guaranteed Minimum Income Benefit Rider fee
        (if selected).

Accumulation unit values will fluctuate due to:

o        changes in funds' net asset value;
o        dividends distributed to the subaccounts;
o        capital gains or losses of funds;
o        fund operating expenses; and/or
o        mortality and expense risk fee, the variable account  administrative
         charge and the Enhanced Death Benefit Rider fee (if selected).

Making the Most of Your Contract

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

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

                                                   How dollar-cost averaging works
<S>                                <C>          <C>           <C>                    <C>

By investing an                                   Amount       Accumulation unit       Number of units
equal number of                      Month       invested            value                purchased
dollars each month...                 Jan         $100               $20                     5.00
                                      Feb          100                18                     5.56
you automatically buy                 Mar          100                17                     5.88
more units when the                   Apr          100                15                     6.67
per unit market price                 May          100                16                     6.25
is low...                             Jun          100                18                     5.56
                                      Jul          100                17                     5.88
and fewer units when                  Aug          100                19                     5.26
the per unit market                  Sept          100                21                     4.76
price is high.                        Oct          100                20                     5.00

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

</TABLE>

<PAGE>

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

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

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

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

We may suspend or modify  transfer  privileges  at any time.  Excessive  trading
activity can disrupt fund management  strategy and increase expenses,  which are
borne  by all  contract  owners  who  allocated  purchase  payments  to the fund
regardless  of  their  transfer   activity.   We  may  apply   modifications  or
restrictions  in any  reasonable  manner to prevent  transfers  we believe  will
disadvantage other contract owners.  (For information on transfers after annuity
payouts begin, see "Transfer policies" below.)

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


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

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


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

<PAGE>

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

o    Once  annuity  payouts  begin,  you may not make  transfers  to or from the
     one-year fixed  account,  but you may make transfers once per contract year
     among the  subaccounts.  During the annuity payout period,  your choices of
     subaccounts may be limited.

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

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

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

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

                           Minimum amount

                           Transfers or
                           withdrawals:          $500 or entire account balance

                           Maximum amount

                           Transfers or
                           withdrawals:              Contract value

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

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

o    Automated  transfers  from the  one-year  fixed  account  to any one of the
     subaccounts may not exceed an amount that, if continued,  would deplete the
     one-year fixed account within 12 months.
o    Automated  withdrawals  may be  restricted  by  applicable  law under  some
     contracts.
o    You  may  not  make  additional  purchase  payments  if  automated  partial
     withdrawals are in effect.
o    Automated partial  withdrawals may result in IRS taxes and penalties on all
     or part of the amount withdrawn.

                           Minimum amount

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

<PAGE>

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

                           Minimum amount

                           Transfers or
                           withdrawals:          $500 or entire account balance

                           Maximum amount

                           Transfers:                Contract value
                           Withdrawals:              $25,000

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

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

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

Withdrawals

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



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

Receiving payment By regular or express mail:

o        payable to owner;
o        mailed to address of record.

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

<PAGE>

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

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


Changing Ownership


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

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

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

<PAGE>

Benefits in Case of Death

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

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

1.       the contract value; or

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

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

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

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

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

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

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

(a) the contract value on that anniversary; or

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

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

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

Example:
o        The contract is purchased with a payment of $20,000 on Jan. 1, 1999.

o        On Jan. 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.

<PAGE>

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 Jan. 1, 2000)

plus any purchase payments paid since that anniversary:                   +0.00

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

for a death benefit of:                                              $22,363.64


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


1.       the contract value; or

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

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

4.       the Variable Account 5% Floor


The Variable Account 5% Floor
On or  before  the  contract  anniversary  after  the  earlier  of  your  or the
annuitant's 81st birthday, the Variable Account 5% Floor is the sum of the value
in the fixed  accounts  plus the  variable  account  floor.  After the  contract
anniversary  immediately following either your or the annuitant's 81st birthday,
the  Variable  Account 5% Floor is the floor on that  anniversary  increased  by
additional  purchase  payments  made since that  anniversary  and reduced by any
"adjusted partial withdrawals" since that anniversary.


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

For  the  Variable  Account  5%  Floor,  we  calculate  the  "adjusted   partial
withdrawals"  or  transfer as the result of (a) times (b) where
(a) is the ratio of the amount of withdrawal  (including any withdrawal charges)
    or transfer from the subaccounts to the total value in the subaccounts on
    the date of (but prior to) the withdrawal or transfer.
(b) is the variable account floor on the date of (but prior to) the withdrawal
    or transfer.

<PAGE>

Example:
o    The contract is purchased with a payment of $20,000 on Jan. 1, 1999 with
     $5,000 allocated to the one-year fixed account and $15,000 allocated to the
     subaccounts.

o    On Jan. 1, 2000 (the first contract anniversary), the one-year fixed
     account value is $5,200 and the subaccount value is $12,000. Total
     contract value is $17, 200.

o    On March 1,  2000,  the  one-year  fixed  account  value is $5,300  and the
     subaccount  value is $14,000.  Total contract  value is $19,300.  The owner
     takes a $1,500  partial  withdrawal all from the  subaccounts,  leaving the
     contract value at $17,800.
<TABLE>
<CAPTION>
<S>                                                                                   <C>
The death benefit on March 1, 2000 is calculated as follows:

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

plus any purchase payment paid since that anniversary:                                       + 0.00

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

Maximum Anniversary Value Benefit                                                       $ 18,445.60
                                                                                        ===========

The variable account floor on Jan. 1, 2000,
calculated as:    1.05   x   15,000   =                                                 $ 15,750.00

plus any purchase payments paid since that anniversary:                                      + 0.00

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

Variable Account Floor Benefit                                                          $ 14,062.50
plus the one year fixed account value                                                    + 5,300.00
                                                                                         ----------

Variable Account 5% Floor, calculated as the one-year fixed account
plus the Variable Account Floor Benefit                                                 $ 19,362.50
                                                                                        ===========

Enhanced Death Benefit, calculated as the greater of the Maximum Anniversary
Value Benefit and the Variable Account 5% Floor                                         $ 19,362.50

</TABLE>

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

Under a  qualified  annuity,  if the  annuitant  dies  before the Code  requires
distributions to begin, and the spouse is the only  beneficiary,  the spouse may
keep the  contract  as owner  until the date on which the  annuitant  would have
reached  age 70 1/2 or any other date  permitted  by the Code.  To do this,  the
spouse must give us written  instructions  within 60 days after we receive proof
of death.  The contract value is equal to the death benefit that would otherwise
have been paid.  There will be no  withdrawal  charges on the contract from that
point forward  unless  additional  purchase  payments are made.  The  Guaranteed
Minimum Income Benefit Rider, if selected, is then terminated.

<PAGE>

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

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

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

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

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

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

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

The Guaranteed Income Benefit Base is equal to the Enhanced Death Benefit if:
o    the Guaranteed Minimum Income Rider became effective on the contract
     date, and
o    all payments are recognized in the benefit base.



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


We reserve the right to exclude subsequent payments and purchase payment credits
paid in the last five years before  exercise of the benefit,  in the calculation
of the Guaranteed Income Benefit Base.

<PAGE>

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

(a)  contract  value less "market value  adjusted  prior 5 years of payments and
     purchase payment credit";

(b)  total payments and purchase  payment credits less prior 5 years of payments
     and purchase payment credits, less adjusted partial withdrawals;

(c)  Maximum  Anniversary  Value  immediately  preceding the date of settlement,
     plus  payments  and  minus   adjusted   partial   withdrawals   since  that
     anniversary,  less the "market value adjusted prior 5 years of payments and
     purchase payment credits"; or

(d)  the  Variable  Account  5%  Floor,  less the 5%  adjusted  prior 5 years of
     payments and purchase payment credits.

"Market value adjusted prior 5 years of payments and purchase  payment  credits"
are  calculated  as the sum of each such  payment or credit,  multiplied  by the
ratio of the current  contract  value over the estimated  contract  value on the
anniversary  prior to such payment or credit.  The estimated  contract  value at
such  anniversary is calculated by assuming that  payments,  credits and partial
withdrawals occurring in a contract year take place at the beginning of the year
for that anniversary and every year after that to the current contract year.

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


Conditions  on  election of the rider:  The  following  conditions  apply to the
election of the rider:

o        you must elect the rider at the time you purchase your contract along
         with the Enhanced Death Benefit Rider option, and
o        the annuitant must be age 75 or younger on the contract date.

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

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

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

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

o    you can only take an annuity payout in one of the following  annuity payout
     plans:
          - Plan A -- Life  Annuity - no refund
          - Plan B -- Life Annuity with ten years  certain
          - Plan D -- Joint and last  survivor  life  annuity - no refund

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

<PAGE>

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


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

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


o        the rider will  terminate  on the date you make a full  withdrawal
         from the contract, or annuity payouts begin, or on the date that a
         death benefit is payable.
o        the rider will  terminate on the contract  anniversary  after the
         annuitant's 86th birthday.

Example:
o        The contract is purchased with a payment of $100,000 on Jan. 1, 2000.
o        There are no additional purchase payments and no partial withdrawals.
o        The money is fully allocated to the subaccounts.


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


o        The Guaranteed Income Benefit Base is based on the Variable Account 5%
         Floor.
o        The contract is within 30 days after contract anniversary.


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


                                                                           Fixed Annuity Payout Options
                                                                        Minimum Guaranteed Annual Income
<S>                            <C>                            <C>              <C>                <C>
Contract Anniversary At         Minimum Guaranteed Benefit      Plan A --       Plan B --          Plan D --
Exercise                        Base                            Life  Annuity   Life Annuity       Joint and last
                                                                - no refund     with ten years     survivor life
                                                                                certain            annuity - no refund
              10                           $162,889                 $848.65           $825.85            $675.99
              15                           $207,893               $1,239.04         $1,180.83            $958.38

</TABLE>

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


The Annuity Payout Period

As owner of the  contract,  you have the right to decide how and to whom annuity
payouts will be made starting at the retirement  date. You may select one of the
annuity  payout plans outlined  below,  or we may mutually agree on other payout
arrangements.

The amount available for payouts under the plan you select is the contract value
on your retirement date (less any applicable  premium tax). We do not deduct any
withdrawal charges under the payout plans listed below.

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

<PAGE>

Amounts of fixed and variable payouts depend on:

o        the annuity payout plan you select;
o        the annuitant's age and, in most cases, sex;
o        the annuity table in the contract; and
o        the amounts you allocated to the accounts at settlement.

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

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

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

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

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

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

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

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


<PAGE>

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


o    Plan E -- Payouts for a specified  period:  We make  monthly  payouts for a
     specific  payout  period of ten to 30 years  that you  elect.  We will make
     payouts  only for the number of years  specified  whether the  annuitant is
     living or not.  Depending on the selected  time period,  it is  foreseeable
     that an annuitant can outlive the payout period selected. During the payout
     period,  you can  elect  to have us  determine  the  present  value  of any
     remaining  variable  payouts and pay it to you in a lump sum. We  determine
     the present  value of the  remaining  annuity  payouts which are assumed to
     remain level. The discount rate we use in the calculation will vary between
     5.02% and 6.97%  depending on the mortality and expense risk charge and the
     applicable assumed investment rate. (See  "Charges-Withdrawal  charge under
     Annuity  Payout  Plan E.") You can also take a  portion  of the  discounted
     value once a year.  If you do so, your  monthly  payouts will be reduced by
     the proportion of your withdrawal to the full  discounted  value. A 10% IRS
     penalty tax could apply if you take a withdrawal or if the period you chose
     is less than your life expectancy as specified by tax law.


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

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

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

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

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

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

Taxes

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

Qualified annuities: We designed this contract for use with qualified retirement
plans.  Special rules apply to these retirement  plans.  Your rights to benefits
may be subject to the terms and conditions of these  retirement plans regardless
of the terms of the contract.

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

Voting Rights

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

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

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

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

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

<PAGE>

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

Substitution of Investments

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

o        laws or regulations change,
o        existing funds become unavailable, or
o        in our judgment, the funds no longer are suitable for the subaccounts.

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

We may also:

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

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

About the Service Providers

Principal Underwriter
American  Express  Financial  Advisors  Inc.  (AEFA)  serves  as  the  principal
underwriter  for  the  contract.  Its  office  are  located  at  IDS  Tower  10,
Minneapolis,  MN 55440.  AEFA is a wholly-owned  subsidiary of American  Express
Financial  Corporation  (AEFC) which is a  wholly-owned  subsidiary  of American
Express Company.

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

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

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

<PAGE>

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

Legal proceedings
A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions in which American  Enterprise Life and 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 also is a defendant
in various other lawsuits.  In American Enterprise Life's opinion, none of these
lawsuits will have a material adverse effect on our financial condition.

Additional Information About American Enterprise Life


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


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

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

Other                                 7,662         6,329              5,753                4,214              2,753
                                     ---------      --------------    --------------       --------------     --------------

Total revenues                       $   343,093    $   338,088       $   272,214          $   226,766        $   163,764
                                     ===========    ===========       ===========          ===========        ===========

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

Net income                           $    22,026    $    28,313       $    22,823          $     21,748       $     19,638
                                     ============   ============      ============         ============       ============

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

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

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

Total revenues increased to $343 million in 1998,  compared with $338 million in
1997.  The increase is primarily due to increases in net  investment  income and
contractholder charges,  partially offset by an increase in net realized loss on
investments. Net investment income, the largest component of revenues, increased
primarily as a result of an increase in investment yields.

<PAGE>

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

The  negative  effect on the  Company's  pretax  earnings  of a 100 basis  point
increase in interest rates, which assumes repricings and customer behavior based
on the application of proprietary models to the book of business at December 31,
1998, would be appoximately $3 million.

Liquidity and Capital Resources

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

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

The Company has an  available  line of credit with  American  Express  Financial
Corporation  aggregating  $50  million.  The line of credit is used  strictly as
short-term  sources of funds. No borrowings were outstanding under the agreement
at December 31,  1998.  At December 31,  1998,  outstanding  reverse  repurchase
agreements totaled $51 million.

At December 31, 1998,  investments in fixed  maturities  comprised 82 percent of
the  Company's  total  invested  assets.   Of  the  fixed  maturity   portfolio,
approximately  32 percent is  invested in GNMA,  FNMA and FHLMC  mortgage-backed
securities which are considered AAA/Aaa quality.

At December 31, 1998,  approximately 14 percent of the Company's  investments in
fixed  maturities were below investment  grade bonds.  These  investments may be
subject to a higher degree of risk than the  investment  grade issues because of
the borrower's  generally  greater  sensitivity to adverse economic  conditions,
such as recession or increasing  interest rates, and in certain  instances,  the
lack of an active secondary  market.  Expected returns on below investment grade
bonds reflect  consideration  of such factors.  The Company has identified those
fixed  maturities  for which a decline in fair value is  determined  to be other
than  temporary,  and has  written  them  down to fair  value  with a charge  to
earnings.

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

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

The National Association of Insurance  Commissioners has established  risk-based
capital  standards to determine  the capital  requirements  of a life  insurance
company based upon the risks inherent in its operations. These standards require
the  computation  of a risk-based  capital  amount  which is then  compared to a
company's  actual total adjusted  capital.  The  computation  involves  applying
factors to various statutory financial data to address four primary risks: asset
default,  adverse insurance experience,  interest rate risk and external events.
These  standards  provide for regulatory  attention when the percentage of total
adjusted capital to authorized control level risk-based capital is below certain
levels.  As of December 31, 1998, the Company's total adjusted  capital was well
in excess of the levels requiring regulatory attention.

<PAGE>

Year 2000 Issue

The  Company  is  a  wholly  owned  subsidiary  of  American  Express  Financial
Corporation  (AEFC),  which is a wholly  owned  subsidiary  of American  Express
Company  (American  Express).  All of the major  systems used by the Company are
maintained by AEFC and are utilized by multiple  subsidiaries  and affiliates of
AEFC.  American Express is coordinating  Year 2000 (Year 2000) efforts on behalf
of  all  of  its  businesses  and  subsidiaries.  Representatives  of  AEFC  are
participating in these efforts.

American  Express'  and AEFC's Year 2000  compliance  effort is divided into two
initiatives.  The first,  known as "Millenniax,"  relates to mainframe and other
technological   systems   maintained  by  the  American   Express   Technologies
organization.  The second,  known as "Business T," relates to the  technological
assets that are owned,  managed or  maintained by American  Express'  individual
business and staff units, including AEFC. American Express' and AEFC's plans for
remediation  of theYear 2000 issue include the  following  program  phases:  (i)
employee awareness and mobilization,  (ii) inventory  collection and assessment,
(iii)  impact  analysis,  (iv)  remediation/decommission,  (v)  testing and (vi)
implementation.With  respect to systems maintained by American Express and AEFC,
the first three phases  referred to above have largely been  completed  for both
Millenniax and Business T. In addition, the  remediation/decommission  phase for
critical  systems is nearly  complete.  As of June 30, 1999,  for Millenniax for
American  Express,  the  remediation/decommission,  testing  and  implementation
phases for  critical  and  non-critical  systems  in total are 91%,  85% and 74%
complete,  respectively.  For Millenniax for AEFC,  such phases are 99%, 98% and
97% complete, respectively. For Business T for American Express, such phases are
94%, 85% and 84% complete,  respectively.  For Business T for AEFC,  such phases
are 85%, 80% and 80% complete, respectively.

American Express'  cumulative costs since inception of the Year 2000 initiatives
were $427 million through March 31, 1999 and are estimated to be in the range of
$90 - $116 million for the  remainder  through  2000.* AEFC's  cumulative  costs
since inception of the Year 2000  initiatives  were $59 million through June 30,
1999 and are estimated to be in the range of $12 - $13 million for the remainder
through  2000.*  These costs,  which are  expensed as  incurred,  relate to both
Millenniax  and Business T, and have not had,  nor are they  expected to have, a
material adverse impact on American  Express',  AEFC's, or the Company's results
of operations or financial condition.*

American  Express'  and AEFC's  major  businesses  are  heavily  dependent  upon
internal computer systems, and all have significant  interaction with systems of
third parties, both domestically and internationally.  American Express and AEFC
are  working  with  key  external   parties,   including   merchants,   clients,
counterparties,  vendors, exchanges, utilities, suppliers, agents and regulatory
agencies to mitigate the  potential  risks to American  Express and AEFC of Year
2000. The failure of external parties to resolve their own Year 2000 issues in a
timely  manner could result in a material  financial  risk to American  Express,
AEFC or the  Company.  As part of their  overall  compliance  program,  American
Express  and  AEFC  are  actively   communicating  with  third  parties  through
face-to-face  meetings and  correspondence,  on an ongoing  basis,  to ascertain
their state of readiness.  Although  numerous  third  parties have  indicated to
American  Express and AEFC in writing that they are  addressing  their Year 2000
issues on a timely basis,  the readiness of third parties  overall varies across
the  spectrum.  Because  American  Express' and AEFC's Year 2000  compliance  is
dependent on key third parties being  compliant on a timely basis,  there can be
no assurances  that American  Express' and AEFC's efforts alone will resolve all
Year 2000 issues.

At this point,  with  remediation  and testing of  individual  internal  systems
substantially complete, American Express' and AEFC's primary focus is on testing
of systems on an integrated  basis,  independent  validation of such testing and
completing Year 2000  contingency  plans.  The contingency  planning effort is a
full-scale initiative that includes both internal and external experts under the
guidance of an American Express-wide steering committee.  The contingency plans,
which are based in part on an assessment of the  magnitude  and  probability  of
potential risks, primarily focus on proactive steps to prevent Year 2000-related
failures  from  occurring,  or if they should  occur,  detecting  them  quickly,
minimizing their impact and expediting  their repair.  The Year 2000 contingency
plans  supplement  disaster  recovery and business  continuity  plans already in
place, and include measures such as selecting alternative suppliers and channels
of  distribution  and  developing  American  Express' and AEFC's own  technology
infrastructure in lieu of those provided by third parties.

<PAGE>

Such plans encompass the creation of both  remediation  and business  resumption
contingency  plans,  in accordance  with  guidelines  established by the Federal
Financial  Institutions  Examination Council (FFIEC).  For critical systems that
are not yet  Year  2000  compliant,  American  Express  and AEFC are on track to
achieve  remediation  by  the  second  quarter  of  1999*;  to the  extent  that
unforeseen  circumstances  arise  that  result  in  non-compliance  of any  such
systems, remediation contingency plans are also being developed to mitigate such
risk.  American  Express' and AEFC's business  resumption  contingency  planning
effort is divided  into four  phases,  also in line with FFIEC  guidelines:  (i)
establishing  organizational  planning  guidelines;  (ii)  completing a business
impact analysis;  (iii) developing the business resumption contingency plans and
(iv) validating and verifying the business  resumption  contingency  plans.  The
first two of these phases have essentially  been completed,  and have identified
and assessed the need for Year 2000 business  resumption  contingency  plans for
American  Express'  and  AEFC's  most  critical  core  business  processes.  The
contingency  plans also address third party  systems that American  Express' and
AEFC's businesses interface with and rely upon. American Express and AEFC expect
that the development phase of their business  resumption  contingency plans will
be substantially complete by the second quarter of 1999.* The final phase, which
will include  independent  validation and verification of these plans, will take
place during the third quarter of 1999.* American Express and AEFC will continue
to refine their contingency  planning  activities  throughout 1999 as additional
information  related to their  exposures is  gathered.* To the extent that there
are Year 2000  failures  that affect  major  internal  processes  or third party
systems that American  Express or AEFC relies upon,  such failures  could have a
material  impact  on  American  Express  and  its  businesses  or  subsidiaries,
including American  Enterprise Life, through business  interruption or shutdown,
financial loss, reputational damage and legal liability to third parties.

*Statements  in  this  Year  2000   discussion   marked  with  an  asterisk  are
forward-looking  statements  which  are  subject  to  risks  and  uncertainties.
Important  factors  that could  cause  results to differ  materially  from these
forward-looking  statements include, among other things, the ability of American
Express or AEFC to successfully identify all systems containing two-digit codes,
the nature and amount of programming  required to fix the affected systems,  the
costs  of  labor  and  consultants  related  to  such  efforts,   the  continued
availability of such resources,  and the ability of third parties that interface
with American Express or AEFC to successfully address their Year 2000 issues.


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


Investments
Of our total investments of $4,503,960,000 at Dec. 31, 1998, 28% was invested in
mortgage-backed  securities,  53% in corporate  and other bonds,  18% in primary
mortgage loans on real estate and the remaining 1% in other investments.


Competition
We are engaged in a business that is highly  competitive due to the large number
of stock and  mutual  life  insurance  companies  and other  entities  marketing
insurance  products.  There are over  1,600  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition 1998, assigned us one of its highest classifications, A+ (Superior).

Employees
As of Dec. 31, 1998, we had no employees.

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

<PAGE>


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


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


Directors and Executive Officers*

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

Directors

James E. Choat
Born in 1947


Director,  president  and  chief  executive  officer  since  1996;  Senior  vice
president - Institutional Products Group, AEFA, 1994 to 1997.


Richard W. Kling
Born 1940

Director and chairman of the board since March 1989.

Paul S. Mannweiler**
Born in 1949

Director since 1986; Partner at Locke Reynolds Boyd & Weisell since 1980.

Paula R. Meyer
Born in 1954

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

William A. Stoltzmann
Born in 1948

Director since Sept. 1989; vice president, general counsel and secretary since
1985.

<PAGE>

Officers other than directors

Jeffrey S. Horton
Born 1961

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

Philip C. Wentzel
Born in 1961

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

*The address for all of the directors and principal officers is: IDS Tower 10,
 Minneapolis, MN 55440-0010 except for Mr. Mannweiler who is an independent
 director.

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

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

Five most highly compensated                                                           $4,476,367
executive officers as a group:

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

All executive officers as a group                                                      $7,925,328
(12)


</TABLE>

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



<PAGE>

Experts


Ernst & Young LLP, independent  auditors,  have audited the financial statements
of American Enterprise Life Insurance Company at Dec. 31, 1998 and 1997, and for
each of the three years in the period ended Dec. 31, 1998, as set forth in their
report.  We've included our financial statements in the prospectus and elsewhere
in the registration  statement in reliance on Ernst & Young LLP's report,  given
on their authority as experts in accounting and auditing.


American Enterprise Life Financial Information



<PAGE>


<TABLE>
<CAPTION>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                  BALANCE SHEET
                               September 30, 1999
                                   (unaudited)
                       ($ thousands, except share amounts)
ASSETS
<S>                                                                                   <C>

Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
           1999, $1,023,281)                                                            $1,027,976
        Available for sale, at fair value (amortized cost:
           1999, $2,549,548)                                                             2,480,649
                                                                                       -----------
                                                                                         3,508,625

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

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

          Total assets                                                                  $4,757,513

LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

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

                             See accompanying notes.
</TABLE>





<PAGE>

<TABLE>
<CAPTION>

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

                                                                    1999           1998
                                                                 ---------      -------
<S>                                                                  <C>                <C>

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

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

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

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

Income before income taxes                                              43,229            28,865

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

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






















                             See accompanying notes.
</TABLE>





<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

                             See accompanying notes.
</TABLE>





<PAGE>

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

1.       General

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

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133 (FAS 133), Accounting for Derivative
Instruments and Hedging Activities. In July 1999, The FASB issued FAS 137, which
defers the effective date for implementation of FAS 133 by one year, making FAS
133 effective no later than January 1, 2001 for the Company's financial
statements. FAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets of liabilities in the balance sheet
and measure those instruments at fair value. The accounting for changes in the
fair value of a derivative depends on the intended use of the derivative and the
resulting designation. Earlier application of all of the provisions of FAS 133
is encouraged, but is permitted only as of the beginning of any fiscal quarter
that begins after issuance of FAS 133. This Statement cannot be applied
retroactively. The Company has not yet determined when it will implement FAS
133. The ultimate financial impact of the new rule will be measured based on the
derivatives in place at adoption and cannot be estimated at this time.

<PAGE>

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1998  and  1997,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1998. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1998 and  1997,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1998, in conformity with generally accepted accounting principles.




/s/ Ernst & Young LLP
    February 4, 1999
    Minneapolis, Minnesota

<PAGE>


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

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

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

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

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

LIABILITIES AND STOCKHOLDER'S EQUITY

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

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                             2,000            2,000
  Additional paid-in capital                                       282,872          282,872
  Accumulated other comprehensive income:
     Net unrealized securities gains                                44,295           49,516
  Retained earnings                                                156,982          134,956
                                                              ------------     ------------
          Total stockholder's equity                               486,149          469,344
                                                              ------------     ------------

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

</TABLE>

                             See accompanying notes.

<PAGE>

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

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

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

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

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

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

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

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


</TABLE>


                             See accompanying notes.

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1998
($ thousands)
<TABLE>
<CAPTION>
                                                                                                Accumulated Other
                                                                                                Comprehensive
                                                         Total                    Additional
                                                     Stockholder's    Capital      Paid-In          Income,       Retained
                                                         Equity       Stock         Capital     Net of Tax        Earnings
<S>                                                 <C>              <C>         <C>           <C>               <C>
Balance, December 31, 1995                               $296,816      $2,000       $177,872        $ 33,124       $83,820
Comprehensive income:
     Net income                                            22,823         --            --              --          22,823
      Unrealized holding losses arising
           during the year, net of  taxes of
           $12,282                                        (22,810)        --            --         (22,810)            --
      Reclassification adjustment for losses
           included in net income, net of tax
           of $(1,093)                                      2,029         --            --           2,029             --
                                                                                               -------------------
                                                    -----------------
     Other comprehensive loss                             (20,781)        --            --         (20,781)            --
                                                    -----------------
     Comprehensive income                                   2,042
Capital contribution from parent                           65,000         --         65,000              --            --
                                                    ---------------------------------------------------------------------------

Balance, December 31, 1996                                363,858        2,000        242,872          12,343         106,643
Comprehensive income:
     Net income                                            28,313           --            --              --           28,313
     Unrealized holding gains arising
          during the year, net of taxes of
       $(19,891)                                           36,940           --            --           36,940              --
       Reclassification adjustment for losses
           included in net income, net of tax
           of $(126)                                          233           --            --              233              --
                                                                                               -------------------
                                                    -----------------
     Other comprehensive income                            37,173           --            --          37,173               --
                                                    -----------------
     Comprehensive income                                  65,486
Capital contribution from parent                           40,000                      40,000
                                                    ---------------------------------------------------------------------------

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

Balance, December 31, 1998                               $486,149       $2,000       $282,872         $44,295        $156,982
                                                    ===========================================================================
</TABLE>

                            See accompanying notes.

<PAGE>

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

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

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

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

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

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

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

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

Cash and cash equivalents at end of year                                  $          --     $          --        $   40,829
                                                                          ==============    ==============       ==========
</TABLE>

                            See accompanying notes.

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

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

     Basis of presentation

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

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

     Investments

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

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

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

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

<PAGE>

1.   Summary of significant accounting policies (continued)

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

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

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

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

     Statements of cash flows

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

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

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

     Contractholder charges

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

<PAGE>

1.       Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

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

     Liabilities for future policy benefits

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

     Federal income taxes

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

     Included in other liabilities at December 31, 1998 and 1997 are $3,504
     payable to and  $1,289, receivable from, respectively, IDS Life for federal
     income taxes.

     Separate account business

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

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

Accounting Changes

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

<PAGE>

1.   Summary of significant accounting policies (continued)

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
     (AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting for Costs of
     Computer  Software  Developed or obtained for Internal Use." The SOP, which
     is effective January 1, 1999,  requires the capitalization of certain costs
     incurred  after the date of  adoption  to  develop or obtain  software  for
     internal use. Software utilized by the Company is owned by AEFC and will be
     capitalized on AEFC's financial statements.  As a result, the new rule will
     not have a  material  impact on the  Company's  results  of  operations  or
     financial condition.

     In December 1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance and
     Other Enterprises for  Insurance-Related  Assessments",  providing guidance
     for the timing of  recognition  of  liabilities  related to  guaranty  fund
     assessments. The Company will adopt the SOP on January 1, 1999. The Company
     has  historically  carried a balance in other  liabilities  on the  balance
     sheet for potential guaranty fund assessment exposure.  Adoption of the SOP
     will not have a material  impact on the Company's  results of operations or
     financial condition

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative  Instruments and Hedging  Activities,"  which is
     effective  January 1,  2000.  This  Statement  establishes  accounting  and
     reporting   standards  for  derivative   instruments,   including   certain
     derivative  instruments  embedded  in  other  contracts,  and  for  hedging
     activities.  It requires that an entity recognize all derivatives as either
     assets or liabilities in the balance sheet and measure those instruments at
     fair value.  The  accounting  for changes in the fair value of a derivative
     depends  on  the  intended  use  of  the   derivative   and  the  resulting
     designation. Earlier application of all of the provisions of this Statement
     is  encouraged,  but it is permitted only as of the beginning of any fiscal
     quarter that begins after issuance of the Statement.  This Statement cannot
     be applied  retroactively.  The ultimate  financial  impact of the new rule
     will be measured  based on the  derivatives in place at adoption and cannot
     be estimated at this time.

     Reclassification

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

<PAGE>

2.   Investments

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

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

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

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

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

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

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

</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1998 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                        Amortized            Fair
    Held to maturity                       Cost             Value

    Due in one year or less            $     33,208      $     33,499
    Due from one to five years              215,010           227,139
    Due from five to ten years              539,917           562,708
    Due in more than ten years              100,660           108,173
    Mortgage-backed securities              192,398           195,213
                                       ------------      ------------
                                         $1,081,193        $1,126,732

                                        Amortized            Fair
    Available for sale                     Cost             Value

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

     During the years ended December 31, 1998, 1997 and 1996,  fixed  maturities
     classified  as held to maturity were sold with  amortized  cost of $31,117,
     $29,561 and $27,969, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1998 with
     proceeds  of  $48,492  and gross  realized  gains and  losses of $2,835 and
     $4,516, respectively.  Fixed maturities available for sale were sold during
     1997 with proceeds of $73,366 and gross realized gains and losses of $1,081
     and  $1,440,  respectively.Fixed  maturities  available  for sale were sold
     during 1996 with proceeds of $47,542 and gross realized gains and losses of
     $17 and $3,139, respectively.

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

<PAGE>

2.   Investments (continued)

     At December 31, 1998,  investments in fixed maturities comprised 82 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $480 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

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

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

     At December 31, 1998,  approximately  18 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>
                                               December 31, 1998                        December 31, 1997
                                            -----------------------                  ---------------------
<S>                                    <C>               <C>                  <C>               <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    South Atlantic                          $198,552            $    651          $186,714            $   9,199
    Middle Atlantic                          129,284                 520           128,239               10,167
    East North Central                       134,165               2,211           125,018                6,294
    Mountain                                 113,581                  --            94,061               11,620
    West North Central                       119,380               9,626            96,701               11,135
    New England                               46,103                  --            50,932                   --
    Pacific                                   43,706                  --            33,052                   --
    West South Central                        32,086                  --            19,573                   --
    East South Central                         7,449                  --             7,480                   --
                                           ---------        ------------         ---------         ------------
                                             824,306              13,008           741,770               48,415
    Less allowance for losses                  8,500                  --             3,718                   --
                                          ----------        ------------        ----------         ------------
                                            $815,806             $13,008          $738,052              $48,415
                                            ========             =======          ========              =======

<PAGE>


2.   Investments (continued)
                                               December 31, 1998                       December 31, 1997
                                              -------------------                     -------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    Department/retail stores                $253,380          $     781           $242,307          $    9,683
    Apartments                               186,030              2,211            189,752              10,167
    Office buildings                         206,285              9,496            169,177               7,262
    Industrial buildings                      82,857                520             60,195              17,430
    Hotels/Motels                             45,552                 --             33,508                  --
    Medical buildings                         33,103                 --             30,103               3,873
    Nursing/retirement homes                   6,731                 --              9,552                  --
    Mixed Use                                 10,368                 --              7,176                  --
                                          ----------       ------------          ---------        ------------
                                             824,306             13,008            741,770              48,415
    Less allowance for losses                  8,500                 --              3,718                  --
                                         -----------        -----------         ----------         -----------
                                            $815,806            $13,008           $738,052             $48,415
                                            ========            =======           ========             =======
</TABLE>

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

     At December 31, 1998, the Company's  recorded  investment in impaired loans
     was $1,932 with an allowance of $500.  At December 31, 1997,  the Company's
     recorded investment in impaired loans was $4,443 with an allowance of $718.
     During 1998 and 1997, the average recorded investment in impaired loans was
     $2,736 and $6,473, respectively.

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

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

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

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

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

<PAGE>


2.   Investments (continued)

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

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

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

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

3.    Income taxes

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

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

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

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

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>
                                                           1998                      1997                     1996
                                                       -----------                --------                  -------
<S>                                           <C>         <C>          <C>          <C>         <C>         <C>
                                               Provision      Rate      Provision    Rate        Provision    Rate
     Federal income taxes based
       on the statutory rate                    $13,972     35.0%         $15,735    35.0%        $12,507    35.0%
     Increases (decreases) are attributable to :
         Tax-excluded interest                      (35)    (0.1)             (41)   (0.1)            (53)   (0.1)
           State tax, net of federal benefit        493      1.2              956     2.1             459     1.3
     Other, net                                     (35)      --              (5)      --             (1)      --
                                                 ------    ------         -------    ------        ------    ------
Federal income taxes                            $14,395     36.1%         $16,645    37.0%        $12,912    36.2%
                                                =======     ====          =======    ====         =======    ====

</TABLE>

<PAGE>

3.   Income taxes (continued)

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

    Deferred income tax assets:                      1998               1997
                                                  ---------           -------
    Policy reserves                                  $51,298           $54,468
    Other                                              2,214             1,736
                                                   ---------           -------
         Total deferred income tax assets             53,512            56,204
                                                    --------            ------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                 52,908            63,630
    Investments                                       23,803            28,175
                                                    --------            ------
         Total deferred income tax liabilities        76,711            91,805
                                                     -------          --------
         Net deferred income tax liabilities         $23,199           $35,601
                                                     =======           =======

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

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $45,716 and $17,392 as of December
     31,  1998 and  1997,  respectively.  In  addition,  dividends  in excess of
     $37,902 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
     summarized as follows:

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

5.   Related party transactions

     On December 31, 1998, the Company  purchased  interest rate floors from IDS
     Life and  entered  into an  interest  rate swap with IDS Life to manage its
     exposure to interest  rate risk.  The  interest  rate floors had a carrying
     amount of $6,651 and $8,400 at December  31,  1998 and 1997,  respectively.
     The interest rate swap is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $28,482,  $24,535 and $17,936 for the
     years ended  December 31,  1998,  1997 and 1996,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is the parent's cost of funds,  established
     by reference to various  indices plus 20 to 45 basis  points,  depending on
     the term.  There were no  borrowings  outstanding  under this  agreement at
     December 31, 1998 or 1997.

7.   Derivative financial instruments

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

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

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

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

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

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                                  Notional         Carrying            Fair         Total Credit
    December 31, 1998                              Amount            Amount            Value          Exposure
    -----------------                               ------           ------              -----          --------
   <S>                                         <C>            <C>               <C>              <C>
      Assets:
        Interest rate caps                       $   900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                       1,000,000            6,651           17,798            17,798
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------     -------------
                                                                      $12,103          $19,316           $19,316
                                                           =          =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

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

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

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

8.   Fair values of financial instruments

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

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                1998                              1997
                                                               --------                        --------
<S>                                                  <C>              <C>             <C>             <C>
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,081,193      $1,126,732      $1,186,682      $1,223,108
       Available for sale                                 2,594,858       2,594,858       2,685,799       2,685,799
    Mortgage loans on real estate (Note 2)                  815,806         874,064         738,052         775,869
    Derivative financial instruments (Note 7)                12,103          19,316          16,024          13,740
    Separate account assets (Note 1)                        123,185         123,185          62,087          62,087

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

</TABLE>

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


<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1998 and 1997.

9.   Commitments and contingencies

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

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

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

<PAGE>


Table of Contents of the Statement of Additional Information

Performance Information                                                p.
Calculating Annuity Payouts                                            p.
Rating Agencies                                                        p.
Principal Underwriter                                                  p.
Independent Auditors                                                   p.
Financial Statements

<PAGE>

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


- - - -- Wells Fargo AdvantageSM Variable Annuity


- - - -- American Express Variable Portfolio Funds
- - - -- AIM Variable Insurance Funds, Inc.


- - - -- The Dreyfus Socially Responsible Growth Fund, Inc.
- - - -- Franklin Templeton Variable Insurance Products Trust


- - - -- Goldman Sachs Variable Insurance Trust (VIT)


- - - -- MFS(R) Variable Insurance TrustSM


- - - -- Putnam Variable Trust


- - - -- Wells Fargo Variable Trust Funds


Mail your request to:

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

We will mail your request to:

Your name _____________________________________________
Address _______________________________________________
City _____________________ State _________ Zip ________

<PAGE>


Prospectus

[_____], 1999


Wells Fargo AdvantageSM Credit Variable Annuity


Individual  or  group  flexible  premium  deferred  combination   fixed/variable
annuity.

American Enterprise Variable Annuity Account

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

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:
<TABLE>
<CAPTION>
<S>
                                                           <C>
o        American Express Variable Portfolio Funds               o        Goldman Sachs Variable Insurance Trust (VIT)
o        AIM Variable Insurance Funds, Inc.                      o        MFS(R) Variable Insurance Trust SM


o        The Dreyfus Socially Responsible Growth Fund, Inc.      o        Putnam Variable Trust
o        Franklin Templeton Variable Insurance Products Trust    o        Wells Fargo Variable Trust Funds


</TABLE>

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

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

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

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

<PAGE>

Table of Contents

Key Terms
The Contract in Brief
Expense Summary
Condensed Financial  Information  (Unaudited)
Financial Statements
Performance Information
The Variable  Account and the Funds
The Fixed Accounts
Buying Your Contract
Charges
Valuing  Your  Investment
Making  the Most of Your  Contract
Withdrawals


Changing  Ownership


Benefits in Case of Death
The  Annuity  Payout Period
Taxes
Voting  Rights
Substitution  of  Investments
About the  Service Providers
Additional  Information About American  Enterprise Life
Directors and Executive Officers
Experts
American Enterprise Life Financial Information
Table of Contents of the Statement of Additional Information

<PAGE>

Key Terms

These terms can help you understand details about your contract.

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

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

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

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

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

Contract -- An individual annuity contract or a certificate showing your
interest under a group annuity contract.

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

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

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

Funds -- Mutual funds and/or  portfolios that are investment  options under your
contract,  each with a different  investment  objective.  You may allocate  your
purchase  payments into  subaccounts  investing in shares of any or all of these
funds.

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

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

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


Purchase  payment credits -- An addition we make to your contract value based on
your net current payment.


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

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



All other contracts are considered nonqualified annuities.

<PAGE>

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

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

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

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

<PAGE>

The Contract in Brief

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

Free look  period:       You may return your  contract  to our office  within
                         10 days after it is  delivered  to you and  receive a
                         full  refund of the  contract value,  less any
                         purchase  payment  credits up to the  maximum
                         withdrawal charges.  (See "Buying Your Contract -
                         Purchase payment credits.") However, you bear the
                         investment risk from the time of purchase until you
                         return the contract;  the refund amount may be more or
                         less than the payment you made. (Exception:  If the
                         law  requires,  we  will  refund  all of your  purchase
                         payments.)

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

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

                         o    the  fixed   accounts,   which  earn  interest  at
                              rates  that  we  adjust periodically. (p. __)


Buying your  contract:  Your sales  representative  will help you  complete  and
                        submit an  application.  Applications  are  subject  to
                        acceptance  at our office. You may buy a nonqualified
                        annuity or a qualified annuity. American Express
                        Financial  Advisors Inc. (AEFA) will not issue a
                        qualified annuity or non-qualified rollover annuity due
                        to administration restrictions. After your initial
                        purchase  payment,  you have the option of making
                        additional purchase  payments  in the future.  Contracts
                        sold  through  AEFA are only available with an eight-
                        year withdrawal charge schedule.

                        o    Minimum  initial  purchase  payment -- $100,000 for
                             contracts  sold through AEFA and $2,000 for all
                             other contracts. (The $2,000 minimum does not apply
                             if you enroll in the Systematic  Investment
                             Program.) The Guarantee Period Accounts require a
                             minimum investment of $1,000.


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


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


<PAGE>

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

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

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

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

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

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

Charges:
     o  $30 annual contract administrative charge;
     o  a 0.15% variable account administrative charge;
     o  with a six-year  withdrawal charge schedule a 1.35% mortality and
        expense risk fee applies;
     o  with an eight-year  withdrawal charge schedule a 1.10% mortality and
        expense risk fee applies; o if the Enhanced Death Benefit Rider is
        selected, an additional 0.20% mortality and expense risk fee;

<PAGE>

     o  if  the  Guaranteed  Minimum  Income Benefit Rider is  selected,  an
        annual fee based on the  Guaranteed  Income  Benefit Base
        (currently at 0.30%);
     o  withdrawal charge;
     o  any premium taxes that may be imposed on us  by  state   or   local
        governments (currently,  we  deduct  any  applicable premium   tax  when
        you  make  a  total withdrawal   or  when  annuity   payouts begin,  but
        we  reserve  the  right  to deduct  this tax at other  times such as
        when you make purchase payments); and
     o  the operating expenses of the funds.

Expense Summary

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

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

Contract owner expenses:

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


<TABLE>
<CAPTION>

                           Six-year schedule                                     Eight-year schedule
<S>                                     <C>                     <C>                          <C>
            Years from purchase          Withdrawal charge        Years from purchase         Withdrawal charge
              payment receipt                percentage             payment receipt              percentage
                     1                           8%                        1                          8%
                     2                           8                         2                          8
                     3                           8                         3                          8
                     4                           6                         4                          8
                     5                           4                         5                          8
                     6                           2                         6                          6
                Thereafter                       0                         7                          4
                                                                           8                          2
                                                                       Thereafter                     0
</TABLE>


        *Contracts  sold  through  AEFA are only  available  with an  eight-year
         withdrawal charge schedule.


         Withdrawal charge under Annuity Payout Plan E: Payouts for a specified
         period. The amount equal to the difference in the present value of
         remaining payments using the assumed investment rate and such present
         value using the assumed investment rate plus 1.57% if the original
         contract had an eight-year withdrawal charge schedule and 1.82% if the
         original contract had a six-year withdrawal charge schedule.


        Annual contract administrative charge                             $30**



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


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


<PAGE>

Annual variable account expenses:  as a percentage of average  subaccount value.
You can  choose the length of your  contract's  withdrawal  charge and the death
benefit guarantee  provided.  The combination you choose determines the fees you
pay. The table below shows the combinations available to you and their cost.
<TABLE>
<CAPTION>
- - - --------------------------------------------------------------- ------------------------- ---------------------------
                                                                  Six-year withdrawal       Eight-year withdrawal
                                                                        schedule                   schedule
- - - --------------------------------------------------------------- ------------------------- ---------------------------
<S>                                                              <C>                       <C>
- - - --------------------------------------------------------------- ------------------------- ---------------------------
       Variable account administrative charge                            0.15%                      0.15%
- - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - --------------------------------------------------------------- ------------------------- ---------------------------
       Mortality and expense risk fee                                    1.35%                      1.10%
- - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - --------------------------------------------------------------- ------------------------- ---------------------------
       Enhanced Death Benefit Rider fee as part of the                   0.20%                      0.20%
                                                                         -----                      -----
       mortality and expense risk fee (optional)
- - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - --------------------------------------------------------------- ------------------------- ---------------------------
Total annual variable account expenses without the optional              1.50%                      1.25%
Enhanced Death Benefit Rider fee
- - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - --------------------------------------------------------------- ------------------------- ---------------------------
Total annual variable account expenses with the optional                 1.70%                      1.45%
Enhanced Death Benefit Rider fee
- - - --------------------------------------------------------------- ------------------------- ---------------------------
</TABLE>

<PAGE>


Annual  operating  expenses  of the  funds  after  fee  waivers  and/or  expense
reimbursements, if applicable, as a percentage of average daily net assets
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
                                                                             Management     12b-1       Other
                                                                                Fees         Fees     Expenses       Total
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
<S>                                                                        <C>             <C>       <C>           <C>
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------


- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                             .56%         .13         .26         .95%1
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Capital Resource Fund                                .59%         .13         .07         .79%2
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Diversified Equity Income Fund                       .56%         .13         .26         .95%1
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Extra Income Fund                                    .62%         .13         .09         .84%2
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Federal Income Fund                                  .61%         .13         .14         .88%1
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - New Dimensions Fund                                  .61%         .13         .06         .80%2
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio - Small Cap Advantage Fund                             .79%         .13         .31         1.23%1
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

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

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
The Dreyfus Socially Responsible Growth Fund, Inc.                              .75%          --         .05          .80%
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
FT VIP Franklin Income Securities Fund - Class 2                                .47%         .25         .02         .74%4
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
FT VIP Mutual Shares Securities Fund - Class 2                                  .74%         .25         .03         1.02%4
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
FT VIP Franklin Real Estate Fund - Class 2                                      .52%         .25         .02         .79%4
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
FT VIP Franklin Small Cap Fund Class - 2                                        .75%         .25         .02         1.02%4
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Goldman Sachs VIT CORESM U.S. Equity Fund                                       .70%          --         .10         .80%5
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Goldman Sachs VIT Global Income Fund                                            .90%          --         .15         1.05%5
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Goldman Sachs VIT Mid Cap Value Fund                                            .80%          --         .15         .95%6
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
MFS(R)Growth with Income Series                                                 .75%          --         .13         .88%7
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
MFS(R)Utilities Series                                                          .75%          --         .26         1.01%7
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Putnam VT International Growth Fund - Class IB Shares                           .80%         .15         .27         1.22%
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Putnam VT Vista Fund - Class IB Shares                                          .65%         .15         .12          .92%
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Asset Allocation Fund                                            .42%         .25         .33         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Corporate Bond Fund                                              .10%         .25         .55         .90%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Equity Income Fund                                               .38%         .25         .37         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Equity Value Fund                                                 --%         .25         .75         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Growth Fund                                                      .32%         .25         .43         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Large Company Growth Fund                                        .12%         .25         .63         1.00%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Money Market Fund                                                .10%         .25         .50         .85%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
Wells Fargo VT Small Cap Growth Fund                                             --%         .25         .95         1.20%8
- - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
</TABLE>

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

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

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

<PAGE>

4Because no Class 2 shares were issued as of Dec. 31, 1998,  figures (other than
Rule 12b-1 fees) are based on the  Portfolio's  Class 1 actual  expenses for the
fiscal  year ended Dec.  31, 1998 plus Class 2's annual Rule 12b-1 fee of 0.25%.
(While the maximum amount payable under each Portfolio's Class 2 Rule 12b-1 plan
is 0.35% per year of the  Portfolio's  average  daily net  assets,  the Board of
Trustees of Franklin  Templeton  Variable  Insurance  Products Trust has set the
current  rate at 0.25% per  year).  The  figure  shown  under  Management  Fees,
combines both the  Management and Portfolio  Administration  Fees. The Portfolio
Administration Fee is a direct expense for the Mutual Share Securities Fund; the
Franklin  Income  Securities  Fund,  and the  Franklin  Real Estate Fund and the
Franklin  Small  Cap Fund  pays for  similar  services  indirectly  through  the
Management Fee.

5The  Goldman  Sachs VIT CORESM U.S.  Equity  Fund and Goldman  Sachs VIT Global
Income Fund expenses are based on actual expenses for fiscal year ended Dec. 31,
1998.  The Investment  Advisor to the Goldman Sachs VIT CORESM U.S.  Equity Fund
and Goldman  Sachs VIT Global Income Fund have  voluntarily  agreed to reduce or
limit certain "Other Expenses" of such funds (excluding  management fees, taxes,
interest and brokerage fees, litigation, indemnification and other extraordinary
expenses) to the extent such  expenses  exceed 0.10% and 0.15% per annum of such
funds' average daily net assets,  respectively.  The expenses shown include this
reimbursement. If not included, the "Other Expenses" and "Total" for the Goldman
Sachs VIT CORESM U.S. Equity Fund and Goldman Sachs VIT Global Income Fund would
be 2.13% and 2.83% and 2.40% and 3.30%,  respectively.  The reductions or limits
may be discontinued or modified by the investment adviser in their discretion at
any time.

6The Goldman  Sachs VIT Mid Cap Value Fund's  expenses are  estimated due to the
fund being in existence for less than ten months.  The Investment Advisor to the
Goldman Sachs VIT Mid Cap Value Fund has  voluntarily  agreed to reduce or limit
certain  "Other  Expenses"  of such funds  (excluding  management  fees,  taxes,
interest and brokerage fees, litigation, indemnification and other extraordinary
expenses)  to the extent  such  expenses  exceed  0.15% per annum of such funds'
average  daily  net  assets,  respectively.  The  expenses  shown  include  this
reimbursement. If not included, the "Other Expenses" and "Total" for the Goldman
Sachs  VIT Mid Cap  Value  Fund  would be 0.57%  and  1.37%,  respectively.  The
reductions or limits may be discontinued  or modified by the investment  advisor
in their discretion at any time.

7Each  series  has an expense  offset  arrangement  which  reduces  the  series'
custodian  fee based upon the amount of cash  maintained  by the series with its
custodian and dividend  disbursing  agent. Each series may enter into other such
arrangements  and  directed  brokerage  arrangements,  which would also have the
effect of reducing the series' expenses. Expenses do not take into account these
expense  reductions,  and are therefore  higher than the actual  expenses of the
series.

8The Funds' annualized  expenses are anticipated for the period Sept. 20, 1999 -
Dec. 31, 1999.


<PAGE>

Examples: *

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



<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                           a total withdrawal at   no withdrawal or selection
                                                                           the end of each time    of an annuity payout plan
                                                                                  period            at the end of each time
                                                                                                             period
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                          1 year     3 years      1 year        3 years
- - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>         <C>           <C>
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                       $105.58    $158.64      $25.58        $78.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                           103.94     153.72       23.94         73.72
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                  105.58     158.64       25.58         78.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                               104.46     155.26       24.46         75.26
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                             104.87     156.49       24.87         76.49
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                             104.05     154.03       24.05         74.03
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                        108.45     167.21       28.45         87.21
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                         102.77     150.17       22.77         70.17
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                        102.66     149.86       22.66         69.86
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                         104.10     154.18       24.10         74.18
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                           103.48     152.33       23.48         72.33
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                             106.35     160.94       26.35         80.94
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                 104.00     153.87       24.00         73.87
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                   106.35     160.94       26.35         80.94
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                  104.10     154.18       24.10         74.18
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                       106.66     161.86       26.66         81.86
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                       105.64     158.79       25.64         78.79
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                            104.92     156.64       24.92         76.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                     106.25     160.64       26.25         80.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                      108.40     167.06       28.40         87.06
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                     105.33     157.87       25.33         77.87
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                       106.15     160.33       26.15         80.33
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                         105.12     157.26       25.12         77.26
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                          106.15     160.33       26.15         80.33
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                           106.15     160.33       26.15         80.33
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                 106.15     160.33       26.15         80.33
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                   106.15     160.33       26.15         80.33
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                           104.61     155.72       24.61         75.72
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                       108.20     166.45       28.20         86.45
- - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

You would pay the  following  expenses on a $1,000  investment if you selected a
six-year  withdrawal  charge  schedule with the optional  0.20%  Enhanced  Death
Benefit Rider and the 0.30% Guaranteed Minimum Income Benefit Rider and assuming
a 5% annual return and....
<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                           a total withdrawal at   no withdrawal or selection
                                                                           the end of each time    of an annuity payout plan
                                                                                  period            at the end of each time
                                                                                                             period
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                          1 year     3 years      1 year        3 years
- - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>        <C>          <C>           <C>
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                      $110.78    $174.70      $30.78        $94.70
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                          109.14     169.80       29.14         89.80
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                 110.78     174.70       30.78         94.70
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                              109.66     171.33       29.66         91.33
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                            110.07     172.56       30.07         92.56
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                            109.25     170.11       29.25         90.11
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                       113.65     183.24       33.65         103.24
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                        107.97     166.27       27.97         86.27
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                       107.86     165.96       27.86         85.96
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                        109.30     170.26       29.30         90.26
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                          108.68     168.42       28.68         88.42
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                            111.55     176.99       31.55         96.99
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                109.20     169.95       29.20         89.95
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                  111.55     176.99       31.55         96.99
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                 109.30     170.26       29.30         90.26
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                      111.86     177.91       31.86         97.91
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                      110.84     174.85       30.84         94.85
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                           110.12     172.71       30.12         92.71
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                    111.45     176.69       31.45         96.69
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                     113.60     183.09       33.60         103.09
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                    110.53     173.94       30.53         93.94
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                      111.35     176.38       31.35         96.38
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                        110.32     173.32       30.32         93.32
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                         111.35     176.38       31.35         96.38
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                          111.35     176.38       31.35         96.38
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                111.35     176.38       31.35         96.38
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                  111.35     176.38       31.35         96.38
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                          109.81     171.79       29.81         91.79
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                      113.40     182.48       33.40         102.48
- - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                           a total withdrawal at   no withdrawal or selection
                                                                           the end of each time    of an annuity payout plan
                                                                                  period            at the end of each time
                                                                                                             period
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                          1 year     3 years      1 year        3 years
- - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>          <C>           <C>
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                       $103.02    $150.94      $23.02        $70.94
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                          101.38     146.00       21.38         66.00
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                 103.02     150.94       23.02         70.94
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                              101.89     147.55       21.89         67.55
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                            102.30     148.78       22.30         68.78
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                            101.48     146.31       21.48         66.31
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                       105.89     159.56       25.89         79.56
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                        100.20     142.43       20.20         62.43
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                       100.10     142.12       20.10         62.12
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                        101.54     146.46       21.54         66.46
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                          100.92     144.60       20.92         64.60
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                            103.79     153.26       23.79         73.26
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                101.43     146.15       21.43         66.15
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                  103.79     153.26       23.79         73.26
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                 101.54     146.46       21.54         66.46
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                      104.10     154.18       24.10         74.18
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                      103.07     151.10       23.07         71.10
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                           102.36     148.94       22.36         68.94
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                    103.69     152.95       23.69         72.95
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                     105.84     159.41       25.84         79.41
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                    102.77     150.17       22.77         70.17
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                      103.59     152.64       23.59         72.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                        102.56     149.55       22.56         69.55
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                         103.59     152.64       23.59         72.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                          103.59     152.64       23.59         72.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                103.59     152.64       23.59         72.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                  103.59     152.64       23.59         72.64
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                          102.05     148.01       22.05         68.01
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                      105.64     158.79       25.64         78.79
- - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


You would pay the following expenses on a $1,000 investment if you selected an
eight-year withdrawal charge schedule  with the  optional  0.20%  Enhanced
Death  Benefit  Rider  and  0.30% Guaranteed Minimum Income Benefit Rider and
assuming a 5% annual return and....
<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                           a total withdrawal at   no withdrawal or selection
                                                                           the end of each time    of an annuity payout plan
                                                                                  period            at the end of each time
                                                                                                             period
- - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>           <C>          <C>
- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                          1 year     3 years      1 year        3 years
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Blue Chip Advantage Fund                       $108.22    $167.04      $28.22        $87.04
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Capital Resource Fund                          106.58     162.11       26.58         82.11
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Diversified Equity Income Fund                 108.22     167.04       28.22         87.04
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Extra Income Fund                              107.09     163.65       27.09         83.65
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Federal Income Fund                            107.50     164.88       27.50         84.88
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - New Dimensions Fund                            106.68     162.42       26.68         82.42
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AXPSM Variable Portfolio - Small Cap Advantage Fund                       111.09     175.62       31.09         95.62
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                        105.40     158.56       25.40         78.56
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                       105.30     158.25       25.30         78.25
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.                        106.74     162.57       26.74         82.57
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Income Securities Fund - Class 2                          106.12     160.72       26.12         80.72
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Mutual Shares Securities Fund - Class 2                            108.99     169.34       28.99         89.34
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Real Estate Fund - Class 2                                106.63     162.26       26.63         82.26
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
FT VIP Franklin Small Cap Fund Class - 2                                  108.99     169.34       28.99         89.34
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORESM U.S. Equity Fund                                 106.74     162.57       26.74         82.57
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund                                      109.30     170.26       29.30         90.26
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Mid Cap Value Fund                                      108.27     167.19       28.27         87.19
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Growth with Income Series                                           107.56     165.04       27.56         85.04
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
MFS(R)Utilities Series                                                    108.89     169.03       28.89         89.03
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund - Class IB Shares                     111.04     175.46       31.04         95.46
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund - Class IB Shares                                    107.97     166.27       27.97         86.27
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------

- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Asset Allocation Fund                                      108.79     168.73       28.79         88.73
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Corporate Bond Fund                                        107.76     165.65       27.76         85.65
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Income Fund                                         108.79     168.73       28.79         88.73
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Equity Value Fund                                          108.79     168.73       28.79         88.73
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Growth Fund                                                108.79     168.73       28.79         88.73
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Large Company Growth Fund                                  108.79     168.73       28.79         88.73
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Money Market Fund                                          107.25     164.11       27.25         84.11
- - - -------------------------------------------------------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------------------------------------------------------
Wells Fargo VT Small Cap Growth Fund                                      110.84     174.85       30.84         94.85
- - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*In these examples, the $30 contract  administrative charge is approximated as a
 .051% charge based on our estimated average contract size. Premium taxes imposed
by some state and local  governments  are not  reflected in these  examples.  We
entered into certain  arrangements  under which we are compensated by the funds'
advisors and/or  distributors for the administrative  services we provide to the
funds.


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

<PAGE>

Condensed Financial Information (Unaudited)

We have not provided any condensed  financial  information  for the  subaccounts
because they are new and do not have any history.

Financial Statements

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

Performance Information

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

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

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

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

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

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

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


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


<PAGE>


Annualized  yield (for  subaccounts  investing in income funds)  divides the net
investment  income  (income less expenses) for each  accumulation  unit during a
given 30-day  period by the value of the unit on the last day of the period.  We
then convert the result to an annual percentage. You should consider performance
information in light of the investment objectives, policies, characteristics and
quality of the fund in which the  subaccount  invests and the market  conditions
during the specified  time period.  Advertised  yields and total return  figures
include charges that reduce advertised  performance.  Therefore,  you should not
compare  subaccount  performance  to that of mutual funds that sell their shares
directly to the public.  (See the SAI for a further  description of methods used
to determine total return and yield.)

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

<PAGE>

The Variable Account and the Funds

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

- - - ---------------------------------------------------------------------------------------------------------------------------------
  Subaccount    Investing In                Investment Objectives and Policies                     Investment Advisor or Manager
- - - ---------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                         <C>                                                    <C>
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PBCA 1      AXPSM Variable Portfolio -  Objective: long-term total return exceeding that of    IDS Life Insurance Company
    WBCA 1      Blue Chip Advantage Fund    the U.S. stock market. Invests primarily in common     (IDS Life), investment
    WBCA 3                                  stocks of companies included in the unmanaged S&P 500  manager; American Express
    WBCA 4                                  Index.                                                 Financial Corporation
                                                                                                   (AEFC), investment advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WCAR 1      AXPSM Variable Portfolio -  Objective: capital appreciation. Invests primarily in  IDS Life, investment
    WCAR 3      Capital Resource Fund       U.S. common stocks.                                    manager; AEFC, investment
    WCAR 4                                                                                         advisor.
    WCAR 6
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PDEI 1     AXPSM Variable Portfolio -  Objective:  a high level of current income and, as a    IDS Life,  investment
    WDEI 1     Diversified  Equity Income  secondary goal,  steady growth of capital.  Invests     manager;  AEFC,  investment
    WDEI 3     Fund                        primarily in dividend-paying common and preferred       advisor.
    WDEI 4                                 stocks.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PEXI 1      AXPSM Variable Portfolio -  Objective: high current income, with capital growth    IDS Life, investment
    WEXI 1      Extra Income Fund           as a secondary objective. Invests primarily in         manager; AEFC, investment
    WEXI 3                                  long-term, high-yielding, high-risk debt securities    advisor.
    WEXI 4                                  below investment grade issued by U.S. and foreign
                                            corporations.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WFDI 1      AXPSM Variable Portfolio -  Objective: a high level of current income and safety   IDS Life, investment
    WFDI 3      Federal Income Fund         of principal consistent with an investment in U.S.     manager; AEFC, investment
    WFDI 4                                  government and government agency securities. Invests   advisor.
    WFDI 6                                  primarily in debt obligations issued or guaranteed as
                                            to principal and interest by the U.S. government, its
                                            agencies or instrumentalities.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PNDM 1      AXPSM Variable Portfolio -  Objective: long-term growth of capital. Invests        IDS Life, investment
    WNDM 1      New Dimensions Fund         primarily in common stocks of U.S. and foreign         manager; AEFC, investment
    WNDM 3                                  companies showing potential for significant growth.    advisor.
    WNDM 4
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PSCA 1      AXPSM Variable Portfolio -  Objective: long-term capital growth. Invests           IDS Life, investment
    WSCA 1      Small Cap Advantage Fund    primarily in equity stocks of small companies that     manager; AEFC, investment
    WSCA 3                                  are often included in the S&P SmallCap 600 Index or    advisor; Kenwood Capital
    WSCA 4                                  the Russell 2000 Index.                                Management LLC,
                                                                                                   sub-investment advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PCAP 1      AIM V.I. Capital            Objective: growth of capital.  Invests primarily in    A I M Advisors, Inc.
    WCAP 1      Appreciation Fund           common stocks, with emphasis on medium- and
    WCAP 3                                  small-sized growth companies.
    WCAP 4
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PVAL 1      AIM V.I. Value Fund         Objective: long-term growth of capital with income as  A I M Advisors, Inc.
    WVAL 1                                  a secondary objective. Invests primarily in equity
    WVAL 3                                  securities judged to be undervalued relative to the
    WVAL 4                                  investment advisor's appraisal of the current or
                                            projected  earnings of the companies
                                            issuing the securities,  or relative
                                            to current  market  values of assets
                                            owned by the  companies  issuing the
                                            securities,   or   relative  to  the
                                            equity market generally.
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WSRG 1      The Dreyfus Socially        Objective: capital growth, with current income as a    The Dreyfus Corporation,
    WSRG 3      Responsible Growth Fund,    secondary objective. Invests primarily in the common   investment advisor; NCM
    WSRG 4      Inc.                        stock of companies that, in the opinion of the fund's  Capital Management Group,
    WSRG 6                                  management, meet traditional investment standards and  Inc., sub-
                                            conduct  their  business in a manner                   investment advisor.
                                            that  contributes to the enhancement
                                            of the quality of life in America.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WISE 1      Franklin Templeton VIP      Objective: maximize income while maintaining           Franklin Advisers,
    WISE 3      Trust Franklin Income       prospects for capital appreciation. Invests primarily  Inc.
    WISE 4      Securities Fund             in a diversified portfolio of debt and equity
    WISE 6                                  securities, including high yield, lower-rated "junk
                                            bonds."
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WMSI 1      Franklin Templeton VIP      Objective: capital appreciation with income as a       Franklin Mutual
    WMSI 3      Trust Mutual Shares         secondary goal. Invests primarily in equity            Advisers, LLC
    WMSI 4      Securities Fund             securities of companies that the manager believes are
    WMSI 6                                  available at market prices less than their actual
                                            value based on certain recognized or objective
                                            criteria (intrinsic value).
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WRES 1      Franklin Templeton VIP      Objective: capital appreciation with a secondary goal  Franklin Advisers,
    WRES 3      Trust Franklin Real Estate  to earn current income. Invests primarily in           Inc.
    WRES 4      Fund                        securities of companies operating in the real estate
    WRES 6                                  industry, primarily equity real estate investment
                                            trusts (REITS).
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PSMC 1      Franklin Templeton VIP      Objective: long-term capital growth. Invests           Franklin Advisers,
    WSMC 1      Trust Franklin Small Cap    primarily in equity securities of U.S. small           Inc.
    WSMC 3      Fund                        capitalization (small cap) growth companies.
    WSMC 4
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WUSE 1      Goldman Sachs VIT           Objective: long-term growth of capital and dividend    Goldman Sachs
    WUSE 3      CORE SM U.S. Equity Fund    income. Primarily invests in a broadly diversified     Asset
    WUSE 4                                  portfolio of large-cap and blue chip equity            Management
    WUSE 6                                  securities representing all major sectors of the U.S.
                                            economy.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WGLI 1      Goldman Sachs VIT Global    Objective: high total return, emphasizing current      Goldman Sachs
    WGLI 3      Income Fund                 income, and, to a lesser extent, providing             Asset
    WGLI 4                                  opportunities for capital appreciation. Invests        Management
    WGLI 6                                  primarily in a portfolio of high quality fixed-income  International
                                            securities of U.S. and foreign issuers and enters
                                            into transactions in foreign currencies.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WMCE 1      Goldman Sachs VIT Mid Cap   Objective: long-term capital appreciation. Invests     Goldman Sachs
    WMCE 3      Value Fund                  primarily in mid-capitalization U.S. stocks that are   Asset
    WMCE 4                                  believed to be undervalued or undiscovered by the      Management
    WMCE 6                                  marketplace.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PGIS 1      MFS(R)Growth with Income    Objective: reasonable current income and long-term     MFS Investment
    WGIS 1      Series                      growth of capital and income. Invests primarily in     Management(R)
    WGIS 3                                  common stocks and related securities, such as
    WGIS 4                                  preferred stocks, convertible securities and
                                            depositary receipts for those securities.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PUTS 1      MFS(R) Utilities Series     Objective: capital growth and current income. Invests  MFS Investment
    WUTS 1                                  primarily in equity and debt securities of domestic    Management(R)
    WUTS 3                                  and foreign companies in the utilities industry.
    WUTS 4
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PIGR 1      Putnam VT International     Objective: long-term capital appreciation. Invests     Putnam Investment
    WIGR 1      Growth Fund - Class IB      primarily in equity securities of companies located    Management, Inc.
    WIGR 3      Shares                      in a country other than the U.S.
    WIGR 4
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    PVIS 1      Putnam VT Vista Fund -      Objective: capital appreciation. Invests primarily in  Putnam Investment
    WVIS 1      Class IB Shares             a diversified portfolio of common stocks that Putnam   Management, Inc.
    WVIS 3                                  Management  believes have above-average  potential for
    WVIS 4                                  capital appreciation.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WAAL 1      Wells Fargo VT Asset        Objective: long-term total return, consistent with     Wells Fargo Bank, N.A.,
    WAAL 3      Allocation Fund             reasonable risk. Invests primarily in the securities   advisor; Barclays Global
    WAAL 4                                  of various indexes to replicate the total return of    Fund Advisors, sub-advisor.
    WAAL 6                                  the index. We use an asset allocation model to
                                            allocate and reallocate assets among common stocks
                                            (S&P 500 Index), U.S. Treasury bonds (Lehman Brothers
                                            20+ Bond Index) and money market instruments,
                                            operating from a target allocation of 60% stocks and
                                            40% bonds.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WCBD 1      Wells Fargo VT Corporate    Objective: high level of current income consistent     Wells Fargo Bank, N.A.,
    WCBD 3      Bond Fund                   with reasonable risk. Invests primarily in corporate   advisor; Wells Capital
    WCBD 4                                  debt securities of any maturity.                       Management Incorporated,
    WCBD 6                                                                                         sub- advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WEQI 1      Wells Fargo VT Equity       Objective: long-term capital appreciation and          Wells Fargo Bank, N.A.,
    WEQI 3      Income Fund                 above-average dividend income. Invests primarily in    advisor; Wells Capital
    WEQI 4                                  common stocks of large, high-quality domestic          Management Incorporated,
    WEQI 6                                  companies with above-average return potential and      sub- advisor.
                                            above-average dividend income.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WEQV 1      Wells Fargo VT Equity       Objective: long-term capital appreciation. Invests     Wells Fargo Bank, N.A.,
    WEQV 3      Value Fund                  primarily in equity securities that we believe are     advisor; Wells Capital
    WEQV 4                                  undervalued in relation to the overall stock markets.  Management Incorporated,
    WEQV 6                                                                                         sub- advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WGRO 1      Wells Fargo VT Growth Fund  Objective: long-term capital appreciation. Invests     Wells Fargo Bank, N.A.,
    WGRO 3                                  primarily in common stocks and other equity            advisor; Wells Capital
    WGRO 4                                  securities of domestic and foreign companies whose     Management Incorporated,
    WGRO 6                                  market capitalization falls within the range of the    sub- advisor.
                                            Russell   1000   Index,   which   is
                                            considered    a   mid-   to   large-
                                            capitalization index.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WLCG 1      Wells Fargo VT Large        Objective: long-term capital appreciation. Invests     Wells Fargo Bank, N.A.,
    WLCG 3      Company Growth Fund         primarily in common stock of large, high-quality       advisor; Peregrine Capital
    WLCG 4                                  domestic companies that have superior growth           Management, Inc.,
    WLCG 6                                  potential.                                             sub-advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WMMK 1      Wells Fargo VT Money        Objective: current income, while preserving capital    Wells Fargo Bank, N.A.,
    WMMK 3      Market Fund                 and liquidity. Invests primarily in high-quality,      advisor; Wells Capital
    WMMK 4                                  U.S. dollar-denominated money market instruments,      Management Incorporated,
    WMMK 6                                  including debt obligations.                            sub- advisor.
- - - ---------------------------------------------------------------------------------------------------------------------------------
- - - ---------------------------------------------------------------------------------------------------------------------------------
    WSCG 1      Wells Fargo VT Small Cap    Objective: long-term capital appreciation. Invests     Wells Fargo Bank, N.A.,
    WSCG 3      Growth Fund                 primarily in common stocks issued by companies whose   advisor; Wells Capital
    WSCG 4                                  market capitalization falls within the range of the    Management Incorporated,
    WSCG 6                                  Russell 2000 Index, which is considered a small        sub- advisor.
                                            capitalization index.
- - - ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


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


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


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

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

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

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

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

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

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

<PAGE>

The Fixed Accounts

Guarantee Period Accounts
You may also allocate  purchase  payments to one or more of the Guarantee Period
Accounts  with  Guarantee  Periods  ranging  from two to ten years.  The minimum
required  investment in each Guarantee Period Account is $1,000.  Each Guarantee
Period Account pays an interest rate that is declared when you allocate money to
that account. That interest rate is then fixed for the Guarantee Period that you
chose.  We will  periodically  change the declared  interest rate for any future
allocations  to these  accounts,  but we will not  change the rate paid on money
currently in a Guarantee Period Account.

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

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

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

We intend to  construct  and manage the  investment  portfolio  relating  to the
separate account using a strategy known as "immunization." Immunization seeks to
lock in a defined  return on the pool of assets  versus the pool of  liabilities
over a  specified  time  horizon.  Since the  return on the  assets  versus  the
liabilities  is locked  in, it is  "immune"  to any  potential  fluctuations  in
interest rates during the given time. We achieve  immunization by constructing a
portfolio of

<PAGE>

assets with a price sensitivity to interest rate changes (i.e.,  price duration)
that is essentially equal to the price duration of the  corresponding  portfolio
of  liabilities.   Portfolio  immunization  provides  us  with  flexibility  and
efficiency in creating and managing the asset  portfolio,  while still  assuring
safety and soundness for funding liability obligations.

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

o    Securities issued by the U.S. government or its agencies or
     instrumentalities, which issues may or may not be guaranteed by the U.S.
     government;
o    Debt  securities  that have an investment  grade,  at the time of purchase,
     within  the  four  highest  grades  assigned  by  any of  three  nationally
     recognized  rating agencies - Standard & Poor's,  Moody's Investors Service
     or Duff  and  Phelp's  - or are  rated  in the two  highest  grades  by the
     National Association of Insurance Commissioners;
o    Other debt instruments which are unrated or rated below investment grade,
     limited to 10% of assets at the time of purchase; and
o    Real  estate  mortgages,  limited  to 45% of  portfolio  assets at the
     time of acquisition.

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

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

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

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

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

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

The one-year fixed account
You may allocate  purchase  payments to the one-year fixed account.  We back the
principal and interest  guarantees  relating to the one-year fixed account.  The
value of the  one-year  fixed  account  increases  as we credit  interest to the
account.  Purchase  payments and transfers to the one-year  fixed account become
part of our general account.  We credit interest daily and compound it annually.
We will change the interest rates from time to time at our discretion.

<PAGE>

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

Buying Your Contract


You or your  sales  representative  will  send an  application  along  with your
initial  purchase  payment to our office.  As the owner, you have all rights and
may receive all benefits under the contract.  You can own a nonqualified annuity
in joint tenancy with rights of  survivorship  only in spousal  situations.  You
cannot own a qualified annuity in joint tenancy. AEFA will not issue a qualified
annuity  or  non-qualified   rollover  annuity  due  to  administration   system
restrictions.  You can buy a contract  or become an  annuitant  if you are 85 or
younger. (The age limit may be younger for qualified annuities in some states.)


When you apply, you may select:

o  the length of the withdrawal charge period (six or eight years)*;
o  the optional Enhanced Death Benefit Rider;
o  the optional Guaranteed Minimum Income Benefit Rider;
o  the one-year fixed account,  Guarantee  Period Accounts and/or  subaccounts
   in which you want to  invest;
o  how you want to make  purchase  payments;  and
o  a beneficiary.


*Contracts  sold through AEFA are only available  with an eight-year  withdrawal
charge schedule.


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

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

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

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

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

<PAGE>

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

o    no earlier than the 60th day after the contract's effective date; and
o    no  later  than  the  annuitant's  85th  birthday  or  the  tenth  contract
     anniversary, if purchased after age 75.



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

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




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


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


Purchase payments



   Minimum initial purchase payment:  $100,000  for contracts sold through AEFA
                                                $2,000  for all other contracts

    Minimum additional purchase payments:

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


     *Payments  made using SIP must  total  $2,000  before you can make  partial
      withdrawals.
    **The Guarantee  Period  Accounts  require a minimum $1,000 initial payment.


Maximum total allowable purchase payments***
(without prior approval):                                            $1,000,000

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

<PAGE>


How to make purchase payments

1
By letter:        Send your check along with your name and contract number to:

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

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

2
By SIP:           Contact your sales representative to complete the necessary
                  SIP paperwork.

Purchase payment credits
You will generally receive a purchase payment credit with every payment you make
to your contract.  We apply this credit  immediately.  We allocate the credit to
the fixed  accounts and  subaccounts  in the same  proportions  as your purchase
payment.  We  calculate  the credit as a percentage  of the net current  payment
(current  payment less the amount of partial  withdrawals  that exceed all prior
purchase payments) according to the following schedule:


      If total net payments* made during            then the purchase payment
    the life of the contract equals.......          credit percentage equals...
      ----------------------------------             -------------------------



         Less than $10,000                                          1%
         $10,000 to less than 1 million                             2
         $1 million to less than 5 million                          3
         $5 million and over                                        4


*Net payments equal total payments less total withdrawals.


If you make subsequent  payments which cause the contract to become eligible for
a  higher  percentage  credit,  we will  add  credits  to  increase  the  credit
percentage on prior payments (less  withdrawals).  We allocate credits according
to the  purchase  payment  allocation  on the  date  we add the  credits  to the
contract.


We fund the credit from our general account. We do not consider credits to be
"investments" for income tax purposes. (See "Taxes.")

We will reverse credits from the contract value for any purchase payment that is
not honored.



To the extent a death benefit or withdrawal  payment  includes  purchase payment
credits  applied  within  twelve  months  preceding:  (1) the date of death that
results in a lump sum death  benefit under this  contract;  or (2) a request for
withdrawal  charge waiver due to "Contingent  events" (see "Charges - Contingent
events"), we will assess a charge,  similar to a withdrawal charge, equal to the
amount of the  purchase  payment  credits.  The amount we pay to you under these
circumstances  will always  equal or exceed your  withdrawal  value.  The amount
returned to you under the free look  provision also will not include any credits
applied to your contract.


<PAGE>

Charges

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

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

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

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

Mortality and expense risk fee
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee. For contracts with a six-year withdrawal charge schedule, this
fee  totals  1.35% of their  average  daily net assets on an annual  basis.  For
contracts with an eight-year  withdrawal charge schedule,  this fee totals 1.10%
of their  average  daily net  assets on an annual  basis.  This fee  covers  the
mortality  and expense  risk that we assume.  Approximately  two-thirds  of this
amount  is for our  assumption  of  mortality  risk,  and  one-third  is for our
assumption of expense risk.  If you choose the optional  Enhanced  Death Benefit
Rider,  we will charge an  additional  0.20% of the average  daily net assets on
annual basis (see "Enhanced  Death Benefit Rider fee" below).  These fees do not
apply to the fixed accounts. We cannot increase these fees.

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

Expense  risk arises  because we cannot  increase  the  contract  administrative
charge or the variable account  administrative  charge and these charges may not
cover  our  expenses.  We would  have to make up any  deficit  from our  general
assets.

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

o    first,  to the  extent  possible,  the  subaccounts  pay  this fee from any
     dividends distributed from the funds in which they invest;
o    then,  if  necessary,  the funds  redeem  shares to cover any  remaining
     fees payable.

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

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

<PAGE>

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

We apply the fee on an adjusted  benefit base  calculated as the result of (a) +
(b) - (c), where:
(a) is the Guaranteed Income Benefit Base,
(b) is the adjusted transfers  from  the  subaccounts  to the  fixed  accounts
    made in the last six months, and
(c) is the total contract value in the fixed accounts.

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

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

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



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

1.   First,  in each contract  year, we withdraw  amounts  totaling up to 10% of
     your prior  anniversary  contract value.  (Your initial purchase payment is
     considered the prior  anniversary  contract value during the first contract
     year.) We do not assess a withdrawal charge on this amount.


2.   Next,  we withdraw  contract  earnings,  if any,  that are greater than the
     annual 10% free withdrawal  amount described in number one above.  Contract
     earnings  equal  contract  value less  purchase  payments  received and not
     previously  withdrawn.  We do not assess a  withdrawal  charge on  contract
     earnings.


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

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

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

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

<PAGE>

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


                     Six-year schedule                                         Eight-year schedule
<S>                                 <C>                         <C>                           <C>

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


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

o    The contract date is Nov. 1, 1999 with a contract year of Nov. 1 through
     Oct. 30 and with an anniversary date of Nov. 1 each year; and

o        We received these payments
       - $10,000 Nov. 1, 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 Nov. 1, 2008 contract value was $38,488.

<TABLE>
<CAPTION>

<S>                            <C>
            Withdrawal Charge                                   Explanation

                $  0             $3,848.80 is 10% of the prior anniversary contract value withdrawn
                                  without withdrawal charge; and

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

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

                $640             $8,000 Dec. 31, 2005 payment is in its fourth year from receipt,
                                  withdrawn with an 8% withdrawal charge; and

                $480              $6,000 Feb. 20, 2007 payment is in its third year from receipt
                 ---
                                  withdrawn with an 8% withdrawal charge.
              $1,120

</TABLE>

<PAGE>

For a partial  withdrawal that is subject to a withdrawal  charge, the amount we
actually  withdraw  from your  contract  will be the amount you request plus any
applicable  withdrawal  charge.  We apply the  withdrawal  charge to this  total
amount.  We pay you the amount you requested.  If you make a full  withdrawal of
your contract, we also will deduct the $30 contract administrative charge.

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

o    withdrawals of any contract earnings;
o    amounts totaling up to 10% of your prior contract anniversary contract
     value to the extent it exceeds contract earnings;
o    required minimum  distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);
o    contracts settled using an annuity payout plan;


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


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


o    death benefits.*

*However, we will reverse certain purchase payment credits up to the maximum
 withdrawal charge. (See "Buying Your Contract - Purchase payment credits.")

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


o    Withdrawals you make if you or the annuitant are diagnosed in the second or
     later  contract  years as  disabled  with a  medical  condition  that  with
     reasonable  medical certainty will result in death within 12 months or less
     from the date of the licensed  physician's  statement.  You must provide us
     with a licensed  physician's  statement  containing  the  terminal  illness
     diagnosis and the date the terminal illness was initially diagnosed.
o    Withdrawals  you make if you or the annuitant  become  disabled  within the
     meaning of IRC Section  72(m)(7)  after your  contract  date.  The disabled
     person must also be receiving Social Security disability or state long term
     disability  benefits.  The disabled person must be age 70 or younger at the
     time of  withdrawal.  You must  provide  us with a signed  letter  from the
     disabled person stating that he or she meets the above criteria,  a legible
     photocopy  of Social  Security  disability  or state  long term  disability
     benefit payments and the application for such payments.
o    Withdrawals you make once a year if you or the annuitant become  unemployed
     at least one year after your contract's  date, up to the following  amounts
     each year:
                 (a) 25% of your prior  anniversary  contract  value (or $10,000
                     if greater)  if the  unemployment  condition  is met for at
                     least 30 straight days; or
                 (b) 50% of your prior  anniversary  contract  value (or $10,000
                     if greater)  if the  unemployment  condition  is met for at
                     least 180 straight days.
The  unemployment  condition  is met  if  the  unemployed  person  is  currently
receiving unemployment compensation from a government unit of the United States,
whether  federal or state.  You must  provide us with a signed  letter  from the
unemployed person stating that he or she meets the above criteria with a legible
photocopy of the  unemployment  benefit payments meeting the above criteria with
regard to dates.


Withdrawal  Charge under Annuity Payout Plan E: Payouts for a specified  period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can  withdraw  is the  present  value of any  remaining  variable  payouts.  The
discount rate we use in the calculation will be 5.07% if the assumed  investment
rate is 3.5% and 7.02% if the  assumed  investment  rate is 5%.  The  withdrawal
charge is equal to the  difference in discount  values using the above  discount
rates and the assumed investment rate.


<PAGE>

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


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


Valuing Your Investment

We value your fixed accounts and subaccounts as follows:

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

o    the sum of your purchase payments and transfer amounts allocated to the
     one-year fixed account and the Guarantee Period Accounts;
o    plus any purchase payment credits allocated to the fixed accounts;
o    plus interest credited;
o    minus the sum of amounts withdrawn after the MVA (including any applicable
     withdrawal charges) and amounts transferred out;
o    minus any prorated contract administrative charge; and
o    minus any prorated portion of the Guaranteed  Minimum Income Benefit Rider
     fee (if applicable).


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


The  accumulation  units  are the  true  measure  of  investment  value  in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the fund in which the subaccount invests.

The dollar value of each  accumulation  unit can rise or fall daily depending on
the  variable  account  expenses,  performance  of the fund and on certain  fund
expenses. Here is how we calculate accumulation unit values:

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



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

<PAGE>

Net investment factor
We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then
o    dividing that sum by the previous adjusted net asset value per share; and
o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee, the variable account administrative charge and the Enhanced Death
     Benefit Rider fee (if selected) from the result.

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

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

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

o        additional purchase payments you allocate to the subaccounts;
o        any purchase payment credits allocated to the subaccounts;
o        transfers into or out of the subaccounts;
o        partial withdrawals;
o        withdrawal charges;
o        prorated portions of the contract administrative charge; and/or
o        prorated portions of the Guaranteed Minimum Income Benefit Rider fee
         (if selected).

Accumulation unit values will fluctuate due to:

o        changes in funds' net asset value;
o        dividends distributed to the subaccounts;
o        capital gains or losses of funds;
o        fund operating expenses; and/or
o        mortality and expense risk fee, the variable account  administrative
         charge and the Enhanced Death Benefit Rider fee (if selected).

Making the Most of Your Contract

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

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

<PAGE>
<TABLE>
<CAPTION>


                                                   How dollar-cost averaging works
<S>                                <C>          <C>           <C>                    <C>

By investing an                                   Amount       Accumulation unit       Number of units
equal number of                      Month       invested            value                purchased
dollars each month...                 Jan         $100               $20                     5.00
                                      Feb          100                18                     5.56
you automatically buy                 Mar          100                17                     5.88
more units when the                   Apr          100                15                     6.67
per unit market price                 May          100                16                     6.25
is low...                             Jun          100                18                     5.56
                                      Jul          100                17                     5.88
and fewer units when                  Aug          100                19                     5.26
the per unit market                  Sept          100                21                     4.76
price is high.                        Oct          100                20                     5.00

</TABLE>

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

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

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

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

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

We may suspend or modify  transfer  privileges  at any time.  Excessive  trading
activity can disrupt fund management  strategy and increase expenses,  which are
borne  by all  contract  owners  who  allocated  purchase  payments  to the fund
regardless  of  their  transfer   activity.   We  may  apply   modifications  or
restrictions  in any  reasonable  manner to prevent  transfers  we believe  will
disadvantage other contract owners.  (For information on transfers after annuity
payouts begin, see "Transfer policies" below.)

<PAGE>

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


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

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


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

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

o    Once  annuity  payouts  begin,  you may not make  transfers  to or from the
     one-year fixed  account,  but you may make transfers once per contract year
     among the  subaccounts.  During the annuity payout period,  your choices of
     subaccounts may be limited.

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

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

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

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

                           Minimum amount

                           Transfers or
                           withdrawals:          $500 or entire account balance

                           Maximum amount

                           Transfers or
                           withdrawals:              Contract value

<PAGE>

2                   Your sales representative can help you set up automated
By automated        transfers or partial  withdrawals among your subaccounts or
transfers and       fixed accounts.
automated           You can start or stop this service by written request or
partial             other method  acceptable to us.
withdrawals:        You must allow 30 days for us to change any instructions
                    that are currently in place.


                    o    Automated  transfers  from the  one-year  fixed
                         account  to any one of the subaccounts may not exceed
                         an amount that, if continued,  would deplete the one-
                         year fixed account within 12 months.
                    o    Automated  withdrawals  may be  restricted  by
                         applicable  law under  some contracts.
                    o    You  may  not  make  additional  purchase  payments
                         if  automated  partial withdrawals are in effect.
                    o    Automated partial  withdrawals may result in IRS taxes
                         and penalties on all or part of the amount withdrawn.

                           Minimum amount

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

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

                           Minimum amount

                           Transfers or
                           withdrawals:          $500 or entire account balance

                           Maximum amount

                           Transfers:                Contract value
                           Withdrawals:              $25,000

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

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

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

<PAGE>

Withdrawals


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


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

Receiving payment By regular or express mail:

o        payable to owner;
o        mailed to address of record.

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

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

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

Changing Ownership


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

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

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

Benefits in Case of Death

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

<PAGE>

If you or the annuitant die before annuity  payouts begin while this contract is
in force,  we will pay the  beneficiary  the greatest of the following  less any
purchase payment credits added to the contract in the last 12 months:

1.       the contract value; or

2.       the total purchase payments paid plus purchase payment credits and less
         any "adjusted partial withdrawals"; or

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

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

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

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

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

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

(a)      the contract value on that anniversary; or

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

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

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


Example:
o    The contract is purchased with a payment of $20,000 on Jan. 1, 1999. A
     purchase payment credit of $400 is added to the contract.

o    On Jan. 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.

<PAGE>

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 Jan. 1, 2000)

plus any purchase payments paid since that anniversary:                   +0.00

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

for a death benefit of:                                              $22,363.64


Enhanced Death Benefit Rider
If this rider is available in your state and both you and the  annuitant are age
79 or younger on the  contract  date,  you may choose to add this benefit to you
contract.  This rider  provides that if you or the annuitant die before  annuity
payouts begin while this contract is in force,  we will pay the  beneficiary the
greatest of the following amounts less any purchase payment credits added in the
last 12 months:


1.       the contract value; or

2.       the total purchase payments paid plus purchase payment credits and less
         any "adjusted partial withdrawals"; or

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

4.       the Variable Account 5% Floor


The Variable Account 5% Floor
On or  before  the  contract  anniversary  after  the  earlier  of  your  or the
annuitant's 81st birthday, the Variable Account 5% Floor is the sum of the value
in the fixed  accounts  plus the  variable  account  floor.  After the  contract
anniversary  immediately following either your or the annuitant's 81st birthday,
the  Variable  Account 5% Floor is the floor on that  anniversary  increased  by
additional  purchase  payments made since that anniversary plus purchase payment
credits  and  reduced  by  any  "adjusted   partial   withdrawals"   since  that
anniversary.


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

For  the  Variable  Account  5%  Floor,  we  calculate  the  "adjusted   partial
withdrawals" or transfer as the result of (a) times (b) where:
(a) is the ratio of the amount of withdrawal  (including any withdrawal charges)
    or transfer from the subaccounts to the total value in the subaccounts on
    the date of (but prior to) the withdrawal or transfer.
(b) is the variable account floor on the date of (but prior to) the withdrawal
    or transfer.

Example:
o    The contract is  purchased  with a payment of $20,000 on Jan. 1, 1999 and a
     $400 purchase payment credit is added to the contract with $5,100 allocated
     to the one-year fixed account and $15,300 allocated to the subaccounts.

<PAGE>

o    On Jan.  1, 2000 (the  first  contract  anniversary),  the  one-year  fixed
     account value is $5,200 and the subaccount value is $12,000. Total contract
     value is $17, 200.

o    On March 1,  2000,  the  one-year  fixed  account  value is $5,300  and the
     subaccount  value is $14,000.  Total contract  value is $19,300.  The owner
     takes a $1,500  partial  withdrawal all from the  subaccounts,  leaving the
     contract value at $17,800.

The death benefit on March 1, 2000 is calculated as follows:
<TABLE>
<CAPTION>
<S>                                                                                   <C>
The "maximum anniversary value" (the purchase payment plus purchase payment
credits):                                                                               $ 20,400.00

plus any purchase payment paid since that anniversary:                                       + 0.00

minus any "adjusted partial withdrawal" taken since that anniversary,
calculated as:    1,500   x   20,400   =
                  ------------------
                         19,300                                                          - 1,585.49
                                                                                         ----------

Maximum Anniversary Value Benefit                                                       $ 18,814.51
                                                                                        ===========

The variable account floor on Jan. 1, 2000,
calculated as:    1.05   x   15,300   =                                                 $ 16,065.00

plus any purchase payments paid since that anniversary:                                      + 0.00

minus any "adjusted partial withdrawals" from the subaccounts,
calculated as:    1,500   x   16,065  =
                  -------------------
                         14,000                                                         -$ 1,721.25
                                                                                        -----------

Variable Account Floor Benefit                                                          $ 14,343.75
plus the one year fixed account value                                                    + 5,300.00
                                                                                         ----------

Variable Account 5% Floor, calculated as the one-year fixed account
plus the Variable Account Floor Benefit                                                 $ 19,643.75
                                                                                        ===========

Enhanced Death Benefit, calculated as the greater of the Maximum Anniversary
Value Benefit and the Variable Account 5% Floor, minus any purchase payment             $ 19,643.75
credits made in the last 12 months ($0)

</TABLE>

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

Under a  qualified  annuity,  if the  annuitant  dies  before the Code  requires
distributions to begin, and the spouse is the only  beneficiary,  the spouse may
keep the  contract  as owner  until the date on which the  annuitant  would have
reached  age 70 1/2 or any other date  permitted  by the Code.  To do this,  the
spouse must give us written  instructions  within 60 days after we receive proof
of death.  The contract value is equal to the death benefit that would otherwise
have been paid.  There will be no  withdrawal  charges on the contract from that
point forward  unless  additional  purchase  payments are made.  The  Guaranteed
Minimum Income Benefit Rider, if selected, is then terminated.

<PAGE>

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

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

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

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

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

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

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

The Guaranteed Income Benefit Base is equal to the Enhanced Death Benefit if:
o    the Guaranteed Minimum Income Rider became effective on the contract
     date, and
o    all payments are recognized in the benefit base.


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

We reserve the right to exclude subsequent payments and purchase payment credits
paid in the last five years before  exercise of the benefit,  in the calculation
of the Guaranteed Income Benefit Base.


<PAGE>

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

(a)  contract  value less "market value  adjusted  prior 5 years of payments and
     purchase payment credits";

(b)  total payments and purchase  payment credits less prior 5 years of payments
     and purchase payment credits, less adjusted partial withdrawals;

(c)  Maximum  Anniversary  Value  immediately  preceding the date of settlement,
     plus  payments  and  minus   adjusted   partial   withdrawals   since  that
     anniversary,  less the "market value adjusted prior 5 years of payments and
     purchase payment credits"; or

(d)  the  Variable  Account  5%  Floor,  less the 5%  adjusted  prior 5 years of
     payments and purchase payment credits.

"Market value adjusted prior 5 years of payments and purchase  payment  credits"
are  calculated  as the sum of each such  payment or credit,  multiplied  by the
ratio of the current  contract  value over the estimated  contract  value on the
anniversary  prior to such payment or credit.  The estimated  contract  value at
such  anniversary is calculated by assuming that  payments,  credits and partial
withdrawals occurring in a contract year take place at the beginning of the year
for that anniversary and every year after that to the current contract year.

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


Conditions  on  election of the rider:  The  following  conditions  apply to the
election of the rider:

o    you must elect the rider at the time you purchase your contract along
     with the Enhanced Death Benefit Rider option, and
o    the annuitant must be age 75 or younger on the contract date.

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

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

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

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

o    you can only take an annuity payout in one of the following  annuity payout
     plans:
          - Plan A -- Life  Annuity - no refund
          - Plan B -- Life Annuity with ten years  certain
          - Plan D -- Joint and last  survivor  life  annuity - no refund

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

<PAGE>

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


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

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


o  the rider will  terminate  on the date you make a full  withdrawal from the
   contract, or annuity payouts begin, or on the date that a death benefit is
   payable.
o  the rider will  terminate on the contract  anniversary  after the
   annuitant's 86th birthday.

Example:
o  The contract is purchased with a payment of $100,000 on Jan. 1, 2000, and a
   $2,000 purchase payment credit is added to the contract.
o  There are no additional purchase payments and no partial withdrawals.
o  The money is fully allocated to the subaccounts.
o  The  annuitant  is male and age 55 on the contract  date.  For the joint and
   last survivor  option (annuity payout Plan D), the joint annuitant is female
   and age 55 on the contract date.
o  The Guaranteed Income Benefit Base is based on the Variable Account 5% Floor.
o  The contract is within 30 days after contract anniversary.


If the Guaranteed  Minimum Income Benefit Rider is exercised,  the minimum fixed
annuity  monthly payout or the first year variable  annuity monthly payout would
be:
<TABLE>
<CAPTION>
                                                                           Fixed Annuity Payout Options
                                                                        Minimum Guaranteed Annual Income
<S>                            <C>                            <C>              <C>                <C>
Contract Anniversary At         Minimum Guaranteed Benefit      Plan A --       Plan B --          Plan D --
Exercise                        Base                            Life  Annuity   Life Annuity       Joint and last
                                                                - no refund     with ten years     survivor life
                                                                                certain            annuity - no refund
              10                           $166,147                 $856.63           $842.37            $689.51
              15                           $212,051               $1,263.82         $1,204.45            $977.55
</TABLE>

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


The Annuity Payout Period

As owner of the  contract,  you have the right to decide how and to whom annuity
payouts will be made starting at the retirement  date. You may select one of the
annuity  payout plans outlined  below,  or we may mutually agree on other payout
arrangements.

The amount available for payouts under the plan you select is the contract value
on your retirement date (less any applicable  premium tax). We do not deduct any
withdrawal charges under the payout plans listed below.

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

<PAGE>

Amounts of fixed and variable payouts depend on:

o        the annuity payout plan you select;
o        the annuitant's age and, in most cases, sex;
o        the annuity table in the contract; and
o        the amounts you allocated to the accounts at the settlement.

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

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

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

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

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

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

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

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

<PAGE>


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


o    Plan E -- Payouts for a specified  period:  We make  monthly  payouts for a
     specific  payout  period of ten to 30 years  that you  elect.  We will make
     payouts  only for the number of years  specified  whether the  annuitant is
     living or not.  Depending on the selected  time period,  it is  foreseeable
     that an annuitant can outlive the payout period selected. During the payout
     period,  you can  elect  to have us  determine  the  present  value  of any
     remaining  variable  payouts and pay it to you in a lump sum. We  determine
     the present  value of the  remaining  annuity  payouts which are assumed to
     remain level. The discount rate we use in the calculation will vary between
     5.07% and 7.02%  depending on the mortality and expense risk charge and the
     applicable assumed investment rate. (See  "Charges-Withdrawal  charge under
     Annuity  Payout  Plan E.") You can also take a  portion  of the  discounted
     value once a year.  If you do so, your  monthly  payouts will be reduced by
     the proportion of your withdrawal to the full  discounted  value. A 10% IRS
     penalty tax could apply if you take a withdrawal or if the period you chose
     is less than your life expectancy as specified by tax law.


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

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

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

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

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

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

Taxes

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

Qualified annuities: We designed this contract for use with qualified retirement
plans.  Special rules apply to these retirement  plans.  Your rights to benefits
may be subject to the terms and conditions of these  retirement plans regardless
of the terms of the contract.

<PAGE>

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

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

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

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

Purchase  payment  credits:   These  are  considered   earnings  and  are  taxed
accordingly.

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

Voting Rights

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

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

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

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

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

<PAGE>

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

Substitution of Investments

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

o        laws or regulations change,
o        existing funds become unavailable, or
o        in our judgment, the funds no longer are suitable for the subaccounts.

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

We may also:

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

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

About the Service Providers

Principal Underwriter
American  Express  Financial  Advisors  Inc.  (AEFA)  serves  as  the  principal
underwriter  for  the  contract.  Its  office  are  located  at  IDS  Tower  10,
Minneapolis,  MN 55440.  AEFA is a wholly-owned  subsidiary of American  Express
Financial  Corporation  (AEFC) which is a  wholly-owned  subsidiary  of American
Express Company.

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

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

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

<PAGE>

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

Legal proceedings
A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions in which American  Enterprise Life and 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 also is a defendant
in various other lawsuits.  In American Enterprise Life's opinion, none of these
lawsuits will have a material adverse effect on our financial condition.

<PAGE>

Additional Information About American Enterprise Life


Selected financial data
The following  selected  financial data for American  Enterprise  Life should be
read in conjunction with the financial statements and notes.
<TABLE>
<CAPTION>
                                         Years ended Dec. 31, (thousands)
<S>                                <C>            <C>              <C>                  <C>                 <C>


                                     1998           1997              1996                 1995               1994
Net investment income                $   340,219    $   332,268       $    271,719         $   223,706        $   162,201

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

Other                                    7,662             6,329             5,753                4,214              2,753
                                     ---------      --------------    --------------       --------------     --------------

Total revenues                       $   343,093    $    338,088       $   272,214          $   226,766        $   163,764
                                     ===========    ===========       ===========          ===========        ===========

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

Net income                           $    22,026    $     28,313      $     22,823         $     21,748       $     19,638
                                     ============   ============      ============         ============       ============

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

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

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

Total revenues increased to $343 million in 1998,  compared with $338 million in
1997.  The increase is primarily due to increases in net  investment  income and
contractholder charges,  partially offset by an increase in net realized loss on
investments. Net investment income, the largest component of revenues, increased
primarily as a result of an increase in investment yields.

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

The  negative  effect on the  Company's  pretax  earnings  of a 100 basis  point
increase in interest rates, which assumes repricings and customer behavior based
on the application of proprietary models to the book of business at December 31,
1998, would be appoximately $3 million.

<PAGE>

Liquidity and Capital Resources

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

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

The Company has an  available  line of credit with  American  Express  Financial
Corporation  aggregating  $50  million.  The line of credit is used  strictly as
short-term  sources of funds. No borrowings were outstanding under the agreement
at December  31,1998.  At December  31,  1998,  outstanding  reverse  repurchase
agreements totaled $51 million.

At December 31, 1998,  investments in fixed  maturities  comprised 82 percent of
the  Company's  total  invested  assets.   Of  the  fixed  maturity   portfolio,
approximately  32 percent is  invested in GNMA,  FNMA and FHLMC  mortgage-backed
securities which are considered AAA/Aaa quality.

At December 31, 1998,  approximately 14 percent of the Company's  investments in
fixed  maturities were below investment  grade bonds.  These  investments may be
subject to a higher degree of risk than the  investment  grade issues because of
the borrower's  generally  greater  sensitivity to adverse economic  conditions,
such as recession or increasing  interest rates, and in certain  instances,  the
lack of an active secondary  market.  Expected returns on below investment grade
bonds reflect  consideration  of such factors.  The Company has identified those
fixed  maturities  for which a decline in fair value is  determined  to be other
than  temporary,  and has  written  them  down to fair  value  with a charge  to
earnings.

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

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

The National Association of Insurance  Commissioners has established  risk-based
capital  standards to determine  the capital  requirements  of a life  insurance
company based upon the risks inherent in its operations. These standards require
the  computation  of a risk-based  capital  amount  which is then  compared to a
company's  actual total adjusted  capital.  The  computation  involves  applying
factors to various statutory financial data to address four primary risks: asset
default,  adverse insurance experience,  interest rate risk and external events.
These  standards  provide for regulatory  attention when the percentage of total
adjusted capital to authorized control level risk-based capital is below certain
levels.  As of December 31, 1998, the Company's total adjusted  capital was well
in excess of the levels requiring regulatory attention.

Year 2000 Issue

The  Company  is  a  wholly  owned  subsidiary  of  American  Express  Financial
Corporation  (AEFC),  which is a wholly  owned  subsidiary  of American  Express
Company  (American  Express).  All of the major  systems used by the Company are
maintained by AEFC and are utilized by multiple  subsidiaries  and affiliates of
AEFC.  American Express is coordinating  Year 2000 (Year 2000) efforts on behalf
of  all  of  its  businesses  and  subsidiaries.  Representatives  of  AEFC  are
participating in these efforts.

American  Express'  and AEFC's Year 2000  compliance  effort is divided into two
initiatives.  The first,  known as "Millenniax,"  relates to mainframe and other
technological   systems   maintained  by  the  American   Express   Technologies
organization.  The second,  known as "Business T," relates to the  technological
assets that are owned,  managed or  maintained by American  Express'  individual
business and staff units, including AEFC. American Express' and AEFC's plans for
remediation  of theYear 2000 issue include the  following  program  phases:  (i)
employee awareness and mobilization,  (ii) inventory  collection and assessment,
(iii)  impact  analysis,  (iv)  remediation/decommission,  (v)  testing and (vi)
implementation.With respect to systems maintained by American

<PAGE>

Express and AEFC,  the first three  phases  referred to above have  largely been
completed   for   both   Millenniax   and   Business   T.   In   addition,   the
remediation/decommission  phase for critical systems is nearly  complete.  As of
June    30,    1999,    for    Millenniax    for    American    Express,     the
remediation/decommission,  testing and  implementation  phases for  critical and
non-critical systems in total are 91%, 85% and 74% complete,  respectively.  For
Millenniax  for AEFC,  such phases are 99%, 98% and 97% complete,  respectively.
For Business T for American Express,  such phases are 94%, 85% and 84% complete,
respectively.  For  Business  T for  AEFC,  such  phases  are  85%,  80% and 80%
complete, respectively.

American Express'  cumulative costs since inception of the Year 2000 initiatives
were $427 million through March 31, 1999 and are estimated to be in the range of
$90 - $116 million for the  remainder  through  2000.* AEFC's  cumulative  costs
since inception of the Year 2000  initiatives  were $59 million through June 30,
1999 and are estimated to be in the range of $12 - $13 million for the remainder
through  2000.*  These costs,  which are  expensed as  incurred,  relate to both
Millenniax  and Business T, and have not had,  nor are they  expected to have, a
material adverse impact on American  Express',  AEFC's, or the Company's results
of operations or financial condition.*

American  Express'  and AEFC's  major  businesses  are  heavily  dependent  upon
internal computer systems, and all have significant  interaction with systems of
third parties, both domestically and internationally.  American Express and AEFC
are  working  with  key  external   parties,   including   merchants,   clients,
counterparties,  vendors, exchanges, utilities, suppliers, agents and regulatory
agencies to mitigate the  potential  risks to American  Express and AEFC of Year
2000. The failure of external parties to resolve their own Year 2000 issues in a
timely  manner could result in a material  financial  risk to American  Express,
AEFC or the  Company.  As part of their  overall  compliance  program,  American
Express  and  AEFC  are  actively   communicating  with  third  parties  through
face-to-face  meetings and  correspondence,  on an ongoing  basis,  to ascertain
their state of readiness.  Although  numerous  third  parties have  indicated to
American  Express and AEFC in writing that they are  addressing  their Year 2000
issues on a timely basis,  the readiness of third parties  overall varies across
the  spectrum.  Because  American  Express' and AEFC's Year 2000  compliance  is
dependent on key third parties being  compliant on a timely basis,  there can be
no assurances  that American  Express' and AEFC's efforts alone will resolve all
Year 2000 issues.

At this point,  with  remediation  and testing of  individual  internal  systems
substantially complete, American Express' and AEFC's primary focus is on testing
of systems on an integrated  basis,  independent  validation of such testing and
completing Year 2000  contingency  plans.  The contingency  planning effort is a
full-scale initiative that includes both internal and external experts under the
guidance of an American Express-wide steering committee.  The contingency plans,
which are based in part on an assessment of the  magnitude  and  probability  of
potential risks, primarily focus on proactive steps to prevent Year 2000-related
failures  from  occurring,  or if they should  occur,  detecting  them  quickly,
minimizing their impact and expediting  their repair.  The Year 2000 contingency
plans  supplement  disaster  recovery and business  continuity  plans already in
place, and include measures such as selecting alternative suppliers and channels
of  distribution  and  developing  American  Express' and AEFC's own  technology
infrastructure in lieu of those provided by third parties.

Such plans encompass the creation of both  remediation  and business  resumption
contingency  plans,  in accordance  with  guidelines  established by the Federal
Financial  Institutions  Examination Council (FFIEC).  For critical systems that
are not yet  Year  2000  compliant,  American  Express  and AEFC are on track to
achieve  remediation  by  the  second  quarter  of  1999*;  to the  extent  that
unforeseen  circumstances  arise  that  result  in  non-compliance  of any  such
systems, remediation contingency plans are also being developed to mitigate such
risk.  American  Express' and AEFC's business  resumption  contingency  planning
effort is divided  into four  phases,  also in line with FFIEC  guidelines:  (i)
establishing  organizational  planning  guidelines;  (ii)  completing a business
impact analysis;  (iii) developing the business resumption contingency plans and
(iv) validating and verifying the business  resumption  contingency  plans.  The
first two of these phases have essentially  been completed,  and have identified
and assessed the need for Year 2000 business  resumption  contingency  plans for
American  Express'  and  AEFC's  most  critical  core  business  processes.  The
contingency  plans also address third party  systems that American  Express' and
AEFC's businesses interface with and rely upon. American Express and AEFC expect
that the development phase of their business  resumption  contingency plans will
be substantially complete by the second quarter of 1999.* The final phase, which
will include  independent  validation and verification of these plans, will take
place during the third quarter of 1999.* American Express and AEFC will continue
to refine their contingency planning activities

<PAGE>

throughout  1999  as  additional  information  related  to  their  exposures  is
gathered.*  To the extent that there are Year 2000  failures  that affect  major
internal  processes or third party systems that American  Express or AEFC relies
upon,  such failures  could have a material  impact on American  Express and its
businesses or subsidiaries, including American Enterprise Life, through business
interruption  or  shutdown,   financial  loss,  reputational  damage  and  legal
liability to third parties.

*Statements  in  this  Year  2000   discussion   marked  with  an  asterisk  are
forward-looking  statements  which  are  subject  to  risks  and  uncertainties.
Important  factors  that could  cause  results to differ  materially  from these
forward-looking  statements include, among other things, the ability of American
Express or AEFC to successfully identify all systems containing two-digit codes,
the nature and amount of programming  required to fix the affected systems,  the
costs  of  labor  and  consultants  related  to  such  efforts,   the  continued
availability of such resources,  and the ability of third parties that interface
with American Express or AEFC to successfully address their Year 2000 issues.


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


Investments
Of our total investments of $4,503,960,000 at Dec. 31, 1998, 28% was invested in
mortgage-backed  securities,  53% in corporate  and other bonds,  18% in primary
mortgage loans on real estate and the remaining 1% in other investments.


Competition
We are engaged in a business that is highly  competitive due to the large number
of stock and  mutual  life  insurance  companies  and other  entities  marketing
insurance  products.  There are over  1,600  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition 1998, assigned us one of its highest classifications, A+ (Superior).

Employees
As of Dec. 31, 1998, we had no employees.

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


State Regulation
American  Enterprise  Life is  subject  to the  laws  of the  State  of  Indiana
governing  insurance  companies and to the regulations of the Indiana Department
of  Insurance.  An annual  statement  in the  prescribed  form is filed with the
Indiana  Department  of  Insurance  each year  covering  our  operation  for the
preceding year and its financial  condition at the end of such year.  Regulation
by  the  Indiana  Department  of  Insurance  includes  periodic  examination  to
determine American  Enterprise's  contract  liabilities and reserves so that the
Indiana  Department of Insurance  may certify that these items are correct.  The
Company's books and accounts are subject to review by the Indiana  Department of
Insurance  at  all  times.  Such  regulation  does  not,  however,  involve  any
supervision of the account's management or the company's investment practices or
policies.  In addition,  American Enterprise Life is subject to regulation under
the  insurance  laws  of  other  jurisdictions  in  which  it  operates.  A full
examination of American  Enterprise Life's operations is conducted  periodically
by the National Association of Insurance Commissioners. Under insurance guaranty
fund laws, in most states, insurers doing business therein can be assessed up to
prescribed limits for policyholder losses incurred by insolvent companies.  Most
of these laws do provide however,  that an assessment may be excused or deferred
if it would threaten an insurer's own financial strength.


<PAGE>

Directors and Executive Officers*

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

Directors

James E. Choat
Born in 1947


Director,  president  and  chief  executive  officer  since  1996;  Senior  vice
president - Institutional Products Group, AEFA, 1994 to 1997.


Richard W. Kling
Born 1940

Director and chairman of the board since March 1989.

Paul S. Mannweiler**
Born in 1949

Director since 1986; Partner at Locke Reynolds Boyd & Weisell since 1980.

Paula R. Meyer
Born in 1954

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

William A. Stoltzmann
Born in 1948

Director since Sept. 1989; vice president, general counsel and secretary since
1985.

Officers other than directors

Jeffrey S. Horton
Born 1961

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

Philip C. Wentzel
Born in 1961

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

*The address for all of the directors and principal officers is: IDS Tower 10,
 Minneapolis, MN 55440-0010 except for Mr. Mannweiler who is an independent
 director.

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

<PAGE>

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

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

Five most highly compensated                                                           $4,476,367
executive officers as a group:

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

All executive officers as a group                                                      $7,925,328
(12)


</TABLE>

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



Experts


Ernst & Young LLP, independent  auditors,  have audited the financial statements
of American Enterprise Life Insurance Company at Dec. 31, 1998 and 1997, and for
each of the three years in the period ended Dec. 31, 1998, as set forth in their
report.  We've included our financial statements in the prospectus and elsewhere
in the registration  statement in reliance on Ernst & Young LLP's report,  given
on their authority as experts in accounting and auditing.


American Enterprise Life Financial Information



<PAGE>

<TABLE>
<CAPTION>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                  BALANCE SHEET
                               September 30, 1999
                                   (unaudited)
                       ($ thousands, except share amounts)
ASSETS
<S>                                                                                   <C>

Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
           1999, $1,023,281)                                                            $1,027,976
        Available for sale, at fair value (amortized cost:
           1999, $2,549,548)                                                             2,480,649
                                                                                       -----------
                                                                                         3,508,625

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

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

          Total assets                                                                  $4,757,513

LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

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

                             See accompanying notes.
</TABLE>





<PAGE>

<TABLE>
<CAPTION>

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

                                                                    1999           1998
                                                                 ---------      -------
<S>                                                                  <C>                <C>

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

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

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

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

Income before income taxes                                              43,229            28,865

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

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






















                             See accompanying notes.
</TABLE>





<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

                                                        See accompanying notes.
</TABLE>





<PAGE>

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

1.       General

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

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133 (FAS 133), Accounting for Derivative
Instruments and Hedging Activities. In July 1999, The FASB issued FAS 137, which
defers the effective date for implementation of FAS 133 by one year, making FAS
133 effective no later than January 1, 2001 for the Company's financial
statements. FAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets of liabilities in the balance sheet
and measure those instruments at fair value. The accounting for changes in the
fair value of a derivative depends on the intended use of the derivative and the
resulting designation. Earlier application of all of the provisions of FAS 133
is encouraged, but is permitted only as of the beginning of any fiscal quarter
that begins after issuance of FAS 133. This Statement cannot be applied
retroactively. The Company has not yet determined when it will implement FAS
133. The ultimate financial impact of the new rule will be measured based on the
derivatives in place at adoption and cannot be estimated at this time.

<PAGE>

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1998  and  1997,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1998. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1998 and  1997,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1998, in conformity with generally accepted accounting principles.




/s/ Ernst & Young LLP
    February 4, 1999
    Minneapolis, Minnesota

<PAGE>


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


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

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

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

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

LIABILITIES AND STOCKHOLDER'S EQUITY

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

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                                2,000            2,000
  Additional paid-in capital                                          282,872          282,872
  Accumulated other comprehensive income:
     Net unrealized securities gains                                   44,295           49,516
  Retained earnings                                                   156,982          134,956
                                                                 ------------     ------------
          Total stockholder's equity                                  486,149          469,344
                                                                 ------------     ------------

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

</TABLE>
                             See accompanying notes.

<PAGE>


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

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

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

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

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

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

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

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

</TABLE>



                             See accompanying notes.


<PAGE>

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

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

Balance, December 31, 1996                                363,858        2,000        242,872          12,343         106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
     Unrealized holding gains arising
          during the year, net of taxes of
       $(19,891)                                           36,940           --             --          36,940              --
       Reclassification adjustment for losses
           included in net income, net of tax
           of $(126)                                          233           --             --             233              --
                                                                                               -------------------
                                                    -----------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                    -----------------
     Comprehensive income                                  65,486
Capital contribution from parent                           40,000                      40,000
                                                    ---------------------------------------------------------------------------

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

Balance, December 31, 1998                               $486,149       $2,000       $282,872         $44,295        $156,982
                                                    ===========================================================================

</TABLE>
                            See accompanying notes.

<PAGE>

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

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

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

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

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

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

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

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

Cash and cash equivalents at end of year                                  $          --     $          --        $   40,829
                                                                          ==============    ==============       ==========
</TABLE>

                            See accompanying notes.

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

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

     Basis of presentation

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

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

     Investments

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

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

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

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

<PAGE>

1.   Summary of significant accounting policies (continued)

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

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

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

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

     Statements of cash flows

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

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

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

     Contractholder charges

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

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

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

     Liabilities for future policy benefits

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

     Federal income taxes

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

     Included in other liabilities at December 31, 1998 and 1997 are $3,504
     payable to and  $1,289, receivable from, respectively, IDS Life for federal
     income taxes.

     Separate account business

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

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

Accounting Changes

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

<PAGE>

1.   Summary of significant accounting policies (continued)

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
     (AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting for Costs of
     Computer  Software  Developed or obtained for Internal Use." The SOP, which
     is effective January 1, 1999,  requires the capitalization of certain costs
     incurred  after the date of  adoption  to  develop or obtain  software  for
     internal use. Software utilized by the Company is owned by AEFC and will be
     capitalized on AEFC's financial statements.  As a result, the new rule will
     not have a  material  impact on the  Company's  results  of  operations  or
     financial condition.

     In December 1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance and
     Other Enterprises for  Insurance-Related  Assessments",  providing guidance
     for the timing of  recognition  of  liabilities  related to  guaranty  fund
     assessments. The Company will adopt the SOP on January 1, 1999. The Company
     has  historically  carried a balance in other  liabilities  on the  balance
     sheet for potential guaranty fund assessment exposure.  Adoption of the SOP
     will not have a material  impact on the Company's  results of operations or
     financial condition

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative  Instruments and Hedging  Activities,"  which is
     effective  January 1,  2000.  This  Statement  establishes  accounting  and
     reporting   standards  for  derivative   instruments,   including   certain
     derivative  instruments  embedded  in  other  contracts,  and  for  hedging
     activities.  It requires that an entity recognize all derivatives as either
     assets or liabilities in the balance sheet and measure those instruments at
     fair value.  The  accounting  for changes in the fair value of a derivative
     depends  on  the  intended  use  of  the   derivative   and  the  resulting
     designation. Earlier application of all of the provisions of this Statement
     is  encouraged,  but it is permitted only as of the beginning of any fiscal
     quarter that begins after issuance of the Statement.  This Statement cannot
     be applied  retroactively.  The ultimate  financial  impact of the new rule
     will be measured  based on the  derivatives in place at adoption and cannot
     be estimated at this time.

     Reclassification

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

<PAGE>

2.   Investments

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

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

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

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

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

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

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

</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1998 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                                Amortized            Fair
    Held to maturity                               Cost             Value

    Due in one year or less                    $     33,208      $     33,499
    Due from one to five years                      215,010           227,139
    Due from five to ten years                      539,917           562,708
    Due in more than ten years                      100,660           108,173
    Mortgage-backed securities                      192,398           195,213
                                               ------------      ------------
                                                 $1,081,193        $1,126,732

                                                Amortized            Fair
    Available for sale                             Cost             Value

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

     During the years ended December 31, 1998, 1997 and 1996,  fixed  maturities
     classified  as held to maturity were sold with  amortized  cost of $31,117,
     $29,561 and $27,969, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1998 with
     proceeds  of  $48,492  and gross  realized  gains and  losses of $2,835 and
     $4,516, respectively.  Fixed maturities available for sale were sold during
     1997 with proceeds of $73,366 and gross realized gains and losses of $1,081
     and $1,440,  respectively.  Fixed  maturities  available for sale were sold
     during 1996 with proceeds of $47,542 and gross realized gains and losses of
     $17 and $3,139, respectively.

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

<PAGE>

2.   Investments (continued)

     At December 31, 1998,  investments in fixed maturities comprised 82 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $480 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

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

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

     At December 31, 1998,  approximately  18 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

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

<PAGE>

2.   Investments (continued)
                                               December 31, 1998                       December 31, 1997
                                              -------------------                     -------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    Department/retail stores                $253,380          $     781           $242,307          $    9,683
    Apartments                               186,030              2,211            189,752              10,167
    Office buildings                         206,285              9,496            169,177               7,262
    Industrial buildings                      82,857                520             60,195              17,430
    Hotels/Motels                             45,552                 --             33,508                  --
    Medical buildings                         33,103                 --             30,103               3,873
    Nursing/retirement homes                   6,731                 --              9,552                  --
    Mixed Use                                 10,368                 --              7,176                  --
                                          ----------       ------------          ---------        ------------
                                             824,306             13,008            741,770              48,415
    Less allowance for losses                  8,500                 --              3,718                  --
                                         -----------        -----------         ----------         -----------
                                            $815,806            $13,008           $738,052             $48,415
                                            ========            =======           ========             =======
</TABLE>

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

     At December 31, 1998, the Company's  recorded  investment in impaired loans
     was $1,932 with an allowance of $500.  At December 31, 1997,  the Company's
     recorded investment in impaired loans was $4,443 with an allowance of $718.
     During 1998 and 1997, the average recorded investment in impaired loans was
     $2,736 and $6,473, respectively.

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

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

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

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

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

<PAGE>

2.   Investments (continued)

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

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

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

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

3.    Income taxes

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

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

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

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

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>
                                                           1998                      1997                     1996
                                                       -----------                --------                  -------
                                               Provision      Rate      Provision    Rate        Provision    Rate
<S>                                           <C>        <C>           <C>         <C>          <C>          <C>
     Federal income taxes based
       on the statutory rate                    $13,972     35.0%         $15,735    35.0%        $12,507     35.0%
     Increases (decreases) are attributable to :
         Tax-excluded interest                      (35)    (0.1)             (41)   (0.1)           (53)     (0.1)
           State tax, net of federal benefit        493      1.2              956     2.1            459       1.3
     Other, net                                     (35)      --              (5)      --            (1)        --
                                                 ------    ------         -------    ------        ------     ------
Federal income taxes                            $14,395     36.1%         $16,645    37.0%        $12,912    36.2%
                                                =======     ====          =======    ====         =======    ====

</TABLE>

<PAGE>

3.   Income taxes (continued)

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

    Deferred income tax assets:                          1998              1997
                                                      ---------         -------
    Policy reserves                                      $51,298        $54,468
    Other                                                  2,214          1,736
                                                       ---------        -------
         Total deferred income tax assets                 53,512         56,204
                                                        --------         ------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                     52,908         63,630
    Investments                                           23,803         28,175
                                                        --------         ------
         Total deferred income tax liabilities            76,711         91,805
                                                         -------       --------
         Net deferred income tax liabilities             $23,199        $35,601
                                                         =======        =======

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

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $45,716 and $17,392 as of December
     31,  1998 and  1997,  respectively.  In  addition,  dividends  in excess of
     $37,902 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
     summarized as follows:

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

5.   Related party transactions

     On December 31, 1998, the Company  purchased  interest rate floors from IDS
     Life and  entered  into an  interest  rate swap with IDS Life to manage its
     exposure to interest  rate risk.  The  interest  rate floors had a carrying
     amount of $6,651 and $8,400 at December  31,  1998 and 1997,  respectively.
     The interest rate swap is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $28,482,  $24,535 and $17,936 for the
     years ended  December 31,  1998,  1997 and 1996,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is the parent's cost of funds,  established
     by reference to various  indices plus 20 to 45 basis  points,  depending on
     the  term.There  were no  borrowings  outstanding  under this  agreement at
     December 31, 1998 or 1997.

7.   Derivative financial instruments

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

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

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

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

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

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                                  Notional         Carrying            Fair         Total Credit
    December 31, 1998                              Amount            Amount            Value          Exposure
    -----------------                              ------            ------           -----          --------
<S>                                            <C>            <C>               <C>              <C>
      Assets:
        Interest rate caps                       $   900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                       1,000,000            6,651           17,798            17,798
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------     -------------
                                                                      $12,103          $19,316           $19,316
                                                           =          =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

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

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

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

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>
                                                                                December 31,
                                                                1998                              1997
                                                               --------                        --------
<S>                                                    <C>            <C>             <C>             <C>
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,081,193      $1,126,732      $1,186,682      $1,223,108
       Available for sale                                 2,594,858       2,594,858       2,685,799       2,685,799
    Mortgage loans on real estate (Note 2)                  815,806         874,064         738,052         775,869
    Derivative financial instruments (Note 7)                12,103          19,316          16,024          13,740
    Separate account assets (Note 1)                        123,185         123,185          62,087          62,087

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

</TABLE>

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


<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1998 and 1997.

9.   Commitments and contingencies

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

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

     The outcome of any litigation  cannot be predicted with  certainty.  In the
     opinion of  management,  however,  the ultimate  resolution of this lawsuit
     should  not have a  material  adverse  effect  on the  Company's  financial
     position.

<PAGE>

Table of Contents of the Statement of Additional Information

Performance Information                                                p.
Calculating Annuity Payouts                                            p.
Rating Agencies                                                        p.
Principal Underwriter                                                  p.

<PAGE>

Please  check  the  box  to  receive  a  copy  of the  Statement  of  Additional
Information for:


- - - -- Wells Fargo AdvantageSM Credit Variable Annuity


- - - -- American Express Variable Portfolio Funds
- - - -- AIM Variable Insurance Funds, Inc.


- - - -- The Dreyfus Socially Responsible Growth Fund, Inc.
- - - -- Franklin Templeton Variable Insurance Products Trust


- - - -- Goldman Sachs Variable Insurance Trust (VIT)
- - - -- MFS(R) Variable Insurance TrustSM
- - - -- Putnam Variable Trust


- - - -- Wells Fargo Variable Trust Funds


Mail your request to:

American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-534

We will mail your request to:

Your name _____________________________________________
Address _______________________________________________
City _____________________ State _________ Zip ________

<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                                       for


                    WELLS FARGO ADVANTAGESM 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) is not a prospectus. It should be
read together with the prospectus  dated the same date as this SAI, which may be
obtained by writing or calling us at the address and telephone number below. The
prospectus is incorporated in this SAI by reference.


American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN  55440-0534
800-333-3437


<PAGE>

                                TABLE OF CONTENTS

Performance Information....................................................p.

Calculating Annuity Payouts................................................p.

Rating Agencies............................................................p.

Principal Underwriter......................................................p.

Independent Auditors.......................................................p.

Financial Statements

<PAGE>

PERFORMANCE INFORMATION
- - - -------------------------------------------------------------------------------

The  subaccounts  may quote  various  performance  figures  to  illustrate  past
performance.  We base total return and current yield  quotations (if applicable)
on standardized  methods of computing  performance as required by the Securities
and Exchange  Commission  (SEC).  An  explanation of the methods used to compute
performance follows below.

Average Annual Total Return

We will express quotations of average annual total return for the subaccounts in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment  in the  contract  over a period of one,  five and ten years (or,  if
less, up to the life of the subaccounts),  calculated according to the following
formula:

                                                   P(1+T)n = ERV

where:         P =  a hypothetical initial payment of $1,000
               T =  average annual total return
               n =  number of years
             ERV =  Ending  Redeemable Value of a hypothetical  $1,000 payment
                    made  at the  beginning  of the  period,  at the  end of the
                    period (or fractional portion thereof)

We  calculated  the  following  performance  figures on the basis of  historical
performance  of  each  fund.  We show  actual  performance  from  the  date  the
subaccounts  began  investing  in the  funds.  For some  subaccounts,  we do not
provide any  performance  information  because they are new and have not had any
activity to date. We also show  performance  from the  commencement  date of the
funds as if the contract existed at that time, which it did not.
Past performance does not guarantee future results.



<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the Five-Year Withdrawal Charge Schedule For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>         <C>                                            <C>      <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA4           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR4           Capital Resource Fund (10/81)**               22.27   14.82     14.09       13.82
WDEI4           Diversified Equity Income Fund+                --       --       --           --
WEXI4           Extra Income Fund (5/96)                     -14.23     --       --         -4.77
WFDI4           Federal Income Fund+                           --       --       --           --
WNDM4           New Dimensions Fund (5/96)                    26.73     --       --         22.43
WSCA4           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP4           Capital Appreciation Fund (5/93)               9.53   14.91      --         16.64
WVAL4           Value Fund (5/93)                             22.40   19.39      --         19.76

             Dreyfus
WSRG4           The Dreyfus Socially Responsible Growth       19.48   20.15      --         20.93
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE4           Franklin Income Securities Fund - Class 2      0.11    7.09      --          9.56
                (1/89)***
WMSS4           Mutual Shares Securities Fund - Class 2       -1.45     --       --          7.96
                (11/96)***
WRES4           Franklin Real Estate Fund - Class 2          -18.08    8.39      --          8.65
                (1/89)***
WSMC4           Franklin Small Cap Fund - Class 2 (11/95)***  -2.48     --       --         14.31

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE4           CORESM U.S. Equity Fund (2/98)                 --       --       --         13.10
WGLI4           Global Income Fund (1/98)                      --       --       --          6.71
WMCV4           Mid Cap Value Fund (4/98)                      --       --       --        -14.47

             MFS Investment Management(R)
WGIS4           Growth with Income Series (10/95)             20.50     --       --         24.05
WUTS4           Utilities Series (1/95)                       16.31     --       --         23.53

             PUTNAM VARIABLE TRUST
WIGR4           Putnam VT International Growth Fund -         16.70     --       --         15.53
                Class IB Shares (1/97)++
WVIS4           Putnam VT Vista Fund - Class IB Shares        17.71     --       --         19.60
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL4           Asset Allocation Fund (4/94)                  13.41     --       --          9.56
WCBD4           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI4           Equity Income Fund (5/96)                     16.66     --       --         19.04
WEQV4           Equity Value Fund (5/98)                       --       --       --          4.76
WGRO4           Growth Fund (4/94)                            26.92     --       --         19.59
WLCG4           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK4           Money Market Fund (5/94)                       3.20     --       --          3.33
WSCG4           Small Cap Growth Fund (5/95)                 -15.80     --       --          8.74

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative  charge,  a 1.30%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above Funds' Class
IB Shares  corresponding  to the subaccounts  commenced  operations on April 30,
1998.  For periods prior to the  inception  dates of the Funds' Class IB Shares,
the performance shown is based on the historical performance of the Funds' Class
IA Shares  adjusted  to reflect  the  current  expenses  of the Funds'  Class IB
Shares.

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Five-Year Withdrawal Charge Schedule For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                             <C>      <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA4           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR4           Capital Resource Fund (10/81)**               14.27   14.59     14.09       13.82
WDEI4           Diversified Equity Income Fund+                --       --       --           --
WEXI4           Extra Income Fund (5/96)                     -19.89     --       --         -6.56
WFDI4           Federal Income Fund+                           --       --       --           --
WNDM4           New Dimensions Fund (5/96)                    18.73     --       --         20.81
WSCA4           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP4           Capital Appreciation Fund (5/93)               9.53   15.25      --         16.98
WVAL4           Value Fund (5/93)                             22.40   19.69      --         20.06

             Dreyfus
WSRG4           The Dreyfus Socially Responsible Growth       19.48   20.44      --         21.28
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE4           Franklin Income Securities Fund - Class 2     -6.70    6.79      --          9.56
                (1/89)***
WMSS4           Mutual Shares Securities Fund - Class 2       -8.13     --       --          5.39
                (11/96)***
WRES4           Franklin Real Estate Fund - Class 2          -23.45    8.10      --          8.65
                (1/89)***
WSMC4           Franklin Small Cap Fund - Class 2 (11/95)***  -9.09     --       --         13.32

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE4           CORESM U.S. Equity Fund (2/98)                 --       --       --          5.25
WGLI4           Global Income Fund (1/98)                      --       --       --         -0.63
WMCV4           Mid Cap Value Fund (4/98)                      --       --       --        -20.11

             MFS Investment Management(R)
WGIS4           Growth with Income Series (10/95)             12.50     --       --         23.28
WUTS4           Utilities Series (1/95)                        8.31      --       --        23.00

             PUTNAM VARIABLE TRUST
WIGR4           Putnam VT International Growth Fund -          8.70      --       --        12.01
                Class IB Shares (1/97)++
WVIS4           Putnam VT Vista Fund - Class IB Shares         9.71      --       --        16.20
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL4           Asset Allocation Fund (4/94)                   5.54     --       --           9.25
WCBD4           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI4           Equity Income Fund (5/96)                      8.66     --       --          17.33
WEQV4           Equity Value Fund (5/98)                       --       --       --         -11.18
WGRO4           Growth Fund (4/94)                            18.92     --       --          19.37
WLCG4           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK4           Money Market Fund (5/94)                      -3.86     --       --           2.95
WSCG4           Small Cap Growth Fund (5/95)                 -21.33     --       --           7.84

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative  charge,  a 1.30%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the Five-Year Withdrawal Charge Schedule and the Optional Enhanced Death Benefit
and Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                             <C>      <C>       <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA2           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR2           Capital Resource Fund (10/81)**               22.03   14.59     13.86       13.60
WDEI2           Diversified Equity Income Fund+                --       --       --           --
WEXI2           Extra Income Fund (5/96)                     -14.41     --       --         -4.96
WFDI2           Federal Income Fund+                           --       --       --           --
WNDM2           New Dimensions Fund (5/96)                    26.48     --       --         22.20
WSCA2           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP2           Capital Appreciation Fund (5/93)              17.30   15.25      --         16.75
WVAL2           Value Fund (5/93)                             30.14   19.64      --         19.82

             Dreyfus
WSRG2           The Dreyfus Socially Responsible Growth       27.23   20.39      --         21.04
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE2           Franklin Income Securities Fund - Class 2     -0.09    6.88      --          9.34
                (1/89)***
WMSS2           Mutual Shares Securities Fund - Class 2       -1.65     --       --          7.74
                (11/96)***
WRES2           Franklin Real Estate Fund - Class 2          -18.27    8.17      --          8.44
                (1/89)***
WSMC2           Franklin Small Cap Fund - Class 2 (11/95)***  -2.68     --       --         14.09

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE2           CORESM U.S. Equity Fund (2/98)                 --       --       --         12.90
WGLI2           Global Income Fund (1/98)                      --       --       --          6.50
WMCV2           Mid Cap Value Fund (4/98)                      --       --       --        -14.58

             MFS Investment Management(R)
WGIS2           Growth with Income Series (10/95)             20.26     --       --         23.81
WUTS2           Utilities Series (1/95)                       16.08     --       --         23.29

             PUTNAM VARIABLE TRUST
WIGR2           Putnam VT International Growth Fund -         16.47     --       --         15.30
                Class IB Shares (1/97)++
WVIS2           Putnam VT Vista Fund - Class IB Shares        17.48     --       --         19.36
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL2           Asset Allocation Fund (4/94)                  13.19     --       --          9.34
WCBD2           Corporate Bond Fund (9/99)+                     --      --       --           --
WEQI2           Equity Income Fund (5/96)                     16.43     --       --         18.80
WEQV2           Equity Value Fund (5/98)                        --      --       --         -4.89
WGRO2           Growth Fund (4/94)                            26.67     --       --         19.36
WLCG2           Large Company Growth Fund (9/99)+               --      --       --           --
WMMK2           Money Market Fund (5/94)                       2.99     --       --          3.12
WSCG2           Small Cap Growth Fund (5/95)                 -15.97     --       --          8.52

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative  charge,  a 1.30%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Five-Year Withdrawal Charge Schedule and the Optional Enhanced Death Benefit and
Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>
                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                             <C>      <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA2           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR2           Capital Resource Fund (10/81)**               13.66   14.29     13.86       13.58
WDEI2           Diversified Equity Income Fund+                --       --       --           --
WEXI2           Extra Income Fund (5/96)                     -20.35     --       --         -6.89
WFDI2           Federal Income Fund+                           --       --       --           --
WNDM2           New Dimensions Fund (5/96)                    18.10     --       --         20.43
WSCA2           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP2           Capital Appreciation Fund (5/93)               8.95   14.95      --         16.68
WVAL2           Value Fund (5/93)                             21.75   19.37      --         19.76

             Dreyfus
WSRG2           The Dreyfus Socially Responsible Growth       18.85   20.13      --         20.97
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE2           Franklin Income Securities Fund - Class 2     -7.18    6.50      --          9.31
                (1/89)***
WMSS2           Mutual Shares Securities Fund - Class 2       -8.62     --       --          5.01
                (11/96)***
WRES2           Franklin Real Estate Fund - Class 2          -23.91    7.80      --          8.40
                (1/89)***
WSMC2           Franklin Small Cap Fund - Class 2 (11/95)***  -9.57     --       --         12.98

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE2           CORESM U.S. Equity Fund (2/98)                 --       --       --           4.73
WGLI2           Global Income Fund (1/98)                      --       --       --          -1.14
WMCV2           Mid Cap Value Fund (4/98)                      --       --       --         -20.52

             MFS Investment Management(R)
WGIS2           Growth with Income Series (10/95)             11.89     --       --         22.91
WUTS2           Utilities Series (1/95)                        7.73     --       --         22.66

             PUTNAM VARIABLE TRUST
WIGR2           Putnam VT International Growth Fund -         8.12      --       --         11.59
                Class IB Shares (1/97)++
WVIS2           Putnam VT Vista Fund - Class IB Shares        9.12      --       --         15.77
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL2           Asset Allocation Fund (4/94)                   4.99     --       --          8.96
WCBD2           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI2           Equity Income Fund (5/96)                      8.08     --       --         16.95
WEQV2           Equity Value Fund (5/98)                       --       --       --         11.61
WGRO2           Growth Fund (4/94)                            18.29     --       --         19.06
WLCG2           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK2           Money Market Fund (5/94)                      -4.36     --       --          2.67
WSCG2           Small Cap Growth Fund (5/95)                 -21.79     --       --          7.51

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative  charge,  a 1.30%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the Seven-Year Withdrawal Charge Schedule For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                             <C>      <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA7           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR7           Capital Resource Fund (10/81)**               22.57   15.10     14.37       14.11
WDEI7           Diversified Equity Income Fund+                --       --       --           --
WEXI7           Extra Income Fund (5/96)                     -14.01     --       --         -4.53
WFDI7           Federal Income Fund+                           --       --       --           --
WNDM7           New Dimensions Fund (5/96)                    27.04     --       --         22.73
WSCA7           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP7           Capital Appreciation Fund (5/93)              17.83   15.77      --         17.27
WVAL7           Value Fund (5/93)                             30.73   20.18      --         20.36

             Dreyfus
WSRG7           The Dreyfus Socially Responsible Growth       27.79   20.93      --         21.57
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE7           Franklin Income Securities Fund - Class 2      0.36     7.36     --          9.84
                (1/89)***
WMSS7           Mutual Shares Securities Fund - Class 2       -1.20     --       --          8.23
                (11/96)***
WRES7           Franklin Real Estate Fund - Class 2          -17.89    8.66      --          8.92
                (1/89)***
WSMC7           Franklin Small Cap Fund - Class 2 (11/95)***  -2.24     --       --         14.60

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE7           CORESM U.S. Equity Fund (2/98)                 --       --       --         13.34
WGLI7           Global Income Fund (1/98)                      --       --       --          6.97
WMCV7           Mid Cap Value Fund (4/98)                      --       --       --        -14.32

             MFS Investment Management(R)
WGIS7           Growth with Income Series (10/95)             20.80     --       --         24.36
WUTS7           Utilities Series (1/95)                       16.60     --       --         23.83

             PUTNAM VARIABLE TRUST
WIGR7           Putnam VT International Growth Fund -         16.99     --       --         15.82
                Class IB Shares (1/97)++
WVIS7           Putnam VT Vista Fund - Class IB Shares        18.00     --       --         19.90
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL7           Asset Allocation Fund (4/94)                  13.69     --       --          9.83
WCBD7           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI7           Equity Income Fund (5/96)                     16.95     --       --         19.33
WEQV7           Equity Value Fund (5/98)                       --       --       --         -4.60
WGRO7           Growth Fund (4/94)                            27.23     --       --         19.89
WLCG7           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK7           Money Market Fund (5/94)                       3.45     --       --          3.59
WSCG7           Small Cap Growth Fund (5/95)                 -15.58     --       --          9.01

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative  charge,  a 1.05%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Seven-Year Withdrawal Charge Schedule For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                             <C>      <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA7           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR7           Capital Resource Fund (10/81)**               14.57   14.53     14.37       14.11
WDEI7           Diversified Equity Income Fund+                --       --       --           --
WEXI7           Extra Income Fund (5/96)                     -19.69     --       --         -6.63
WFDI7           Federal Income Fund+                           --       --       --           --
WNDM7           New Dimensions Fund (5/96)                    19.04     --       --         20.84
WSCA7           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP7           Capital Appreciation Fund (5/93)               9.83   15.20      --         16.93
WVAL7           Value Fund (5/93)                             22.73   19.70      --         20.06

             Dreyfus
WSRG7           The Dreyfus Socially Responsible Growth       19.79   20.46      --         21.24
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE7           Franklin Income Securities Fund - Class 2     -6.47    6.60      --          9.84
                (1/89)***
WMSS7           Mutual Shares Securities Fund - Class 2       -7.91     --       --          5.23
                (11/96)***
WRES7           Franklin Real Estate Fund - Class 2          -23.26    7.93      --          8.92
                (1/89)***
WSMC7           Franklin Small Cap Fund - Class 2 (11/95)***  -8.86     --       --         13.11

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE7           CORESM U.S. Equity Fund (2/98)                 --       --       --          5.48
WGLI7           Global Income Fund (1/98)                      --       --       --         -0.39
WMCV7           Mid Cap Value Fund (4/98)                      --       --       --        -19.98

             MFS Investment Management(R)
WGIS7           Growth with Income Series (10/95)             12.80     --       --         23.21
WUTS7           Utilities Series (1/95)                        8.60     --       --         23.04

             PUTNAM VARIABLE TRUST
WIGR7           Putnam VT International Growth Fund -          8.99     --       --         12.30
                Class IB Shares (1/97)++
WVIS7           Putnam VT Vista Fund - Class IB Shares        10.00     --       --         16.50
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL7           Asset Allocation Fund (4/94)                   5.80      --       --          9.07
WCBD7           Corporate Bond Fund (9/99)+                     --       --       --           --
WEQI7           Equity Income Fund (5/96)                      8.95      --       --         17.34
WEQV7           Equity Value Fund (5/98)                        --       --       --        -11.03
WGRO7           Growth Fund (4/94)                            19.23      --       --         19.34
WLCG7           Large Company Growth Fund (9/99)+               --       --       --           --
WMMK7           Money Market Fund (5/94)                      -3.62      --       --          2.62
WSCG7           Small Cap Growth Fund (5/95)                 -21.14      --       --          7.67

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative  charge,  a 1.30%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the  Seven-Year  Withdrawal  Charge  Schedule  and the Optional  Enhanced  Death
Benefit and Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31,
1998
<TABLE>
<CAPTION>
                                                         Performance Since
                                                            Commencement                  Performance Since
                                                         of the Subaccount            Commencement of the Fund*
                                                                   Since                                      Since
Subaccount   Investing In:                             1 Year   Commencement   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                             ------   ------------   ------  -------  --------   ------------
<S>        <C>                                       <C>       <C>            <C>     <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA5           Blue Chip Advantage Fund+                --%         --%         --%      --%      --%          --%
ECR             Capital Resource Fund (2/95;10/81)**    22.33      18.21       22.33    14.81     14.05       13.78
WDEI5           Diversified Equity Income Fund+          --          --          --       --       --           --
EIA             Extra Income Fund (--;5/96)              --          --       -14.19      --       --         -4.72
WFDI5           Federal Income Fund+                     --          --          --       --       --           --
EGD             New Dimensions Fund (10/97;5/96)        26.79      26.83       26.79      --       --         22.47
WSCA5           Small Cap Advantage Fund +               --          --          --       --       --           --

             AIM V.I.
ECA             Capital Appreciation Fund (--;5/93)      --          --        17.59    15.53      --         17.04
EVA             Value Fund (10/97;5/93)                 30.50      28.59       30.50    19.89      --         20.06

             Dreyfus                                     --          --
ESR             The Dreyfus Socially Responsible         --          --        27.54    20.63      --         20.69
                Growth Fund, Inc. (--;10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE5           Franklin Income Securities Fund -        --          --         0.16     7.15      --          9.62
                Class 2
                (--;1/89)***
EMU             Mutual Shares Securities Fund -          --          --        -1.40      --       --          8.01
                Class 2 (--;11/96)***
ERE             Franklin Real Estate Fund -              --          --       -18.06     8.43      --          8.70
                Class 2 (--;1/89)***
WSMC5           Franklin Small Cap Fund - Class 2        --          --        -2.43      --       --         14.37
                (;11/95)***

             GOLDMAN SACHS Variable Insurance Trust
             (VIT)
JUS             CORESM U.S. Equity Fund (--;2/98)        --          --          --       --       --         13.15
JGL             Global Income Fund (--;1/98)             --          --          --       --       --          6.76
JMC             Mid Cap Value Fund (--;4/98)             --          --          --       --       --        -14.44

             MFS Investment Management(R)
WGIS5           Growth with Income Series (--;10/95)     --          --        20.56      --       --         24.11
EUT             Utilities Series (--;1/95)               --          --        16.37      --       --         23.59

             PUTNAM VARIABLE TRUST                       --          --
EPL             Putnam VT International Growth Fund -    --          --        16.75      --       --         15.59
                Class IB Shares (--;1/97)++
EPT             Putnam VT Vista Fund -                   --          --        17.77      --       --         19.66
                Class IB Shares (--;1/97)++

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.05% mortality and expense risk fee, a 0.15%
variable account administrative charge, a 0.20% Enhanced Death Benefit Rider fee
and a 0.30%  Guaranteed  Minimum Income Benefit Rider fee. Premium taxes are not
reflected in the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the subaccount; commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the  Seven-Year  Withdrawal  Charge  Schedule  and the Optional  Enhanced  Death
Benefit and Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31,
1998 (continued)
<TABLE>
<CAPTION>
                                                         Performance Since
                                                            Commencement                  Performance Since
                                                         of the Subaccount            Commencement of the Fund*
                                                                   Since                                      Since
Subaccount   Investing In:                             1 Year   Commencement   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                             ------   ------------   ------  -------  --------   ------------
<S>        <C>                                        <C>      <C>           <C>      <C>      <C>        <C>
             WELLS FARGO VARIABLE TRUST
WAAL5           Asset Allocation Fund (--;4/94)**        --          --        13.47      --       --          9.61
WCBD5           Corporate Bond Fund (--;9/99)+           --          --          --       --       --           --
WEQI5           Equity Income Fund (--;5/96)             --          --        16.72      --       --         19.10
WEQV5           Equity Value Fund (--;5/98)              --          --          --       --       --         -4.73
WGRO5           Growth Fund (--;4/94)                    --          --        26.98      --       --         19.65
WLCG5           Large Company Growth Fund (--;9/99)+     --          --          --       --       --           --
WMMK5           Money Market Fund (--;5/94)              --          --         3.25      --       --          3.38
WSCG5           Small Cap Growth Fund (--;5/95)          --          --       -15.75      --       --          8.79

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.05% mortality and expense risk fee, a 0.15%
variable account administrative charge, a 0.20% Enhanced Death Benefit Rider fee
and a 0.30%  Guaranteed  Minimum Income Benefit Rider fee. Premium taxes are not
reflected in the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the subaccount; commencement date of the Fund)

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Seven-Year  Withdrawal  Charge Schedule and the Optional  Enhanced Death Benefit
and Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>
                                                         Performance Since
                                                            Commencement                  Performance Since
                                                         of the Subaccount            Commencement of the Fund*
                                                                   Since                                     Since
Subaccount   Investing In:                             1 Year   Commencement  1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                             ------   ------------  ------  -------  --------   ------------
<S>        <C>                                        <C>      <C>           <C>     <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA5           Blue Chip Advantage Fund+                --%         --%        --%      --%      --%          --%
ECR             Capital Resource Fund (2/95;10/81)**    13.96      17.21       13.96   14.16    14.05        13.76
WDEI5           Diversified Equity Income Fund+          --          --         --       --       --           --
EIA             Extra Income Fund (--;5/96)              --          --       -20.15     --       --         -6.96
WFDI5           Federal Income Fund+                     --          --         --       --       --           --
EGD             New Dimensions Fund (10/97;5/96)        18.41      19.99       18.41     --       --         20.43
WSCA5           Small Cap Advantage Fund +               --          --         --       --       --           --

             AIM V.I.
ECA             Capital Appreciation Fund (--;5/93)      --          --        9.24    14.90      --         16.63
EVA             Value Fund (10/97;5/93)                 22.11      21.75       22.11   19.33      --         19.69

             Dreyfus
ESR             The Dreyfus Socially Responsible         --          --        19.16   20.14      --         20.92
                Growth Fund, Inc. (--;10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE5           Franklin Income Securities Fund -        --          --        -6.95    6.31      --          9.58
                Class 2
                (--;1/89)***
EMU             Mutual Shares Securities Fund -          --          --        -8.39     --       --          4.85
                Class 2 (--;11/96)***
ERE             Franklin Real Estate Fund -              --          --       -23.71    7.61      --          8.66
                Class 2 (--;1/89)***
WSMC5           Franklin Small Cap Fund - Class 2        --          --        -9.34     --       --         12.77
                (;11/95)***

             GOLDMAN SACHS Variable Insurance Trust
             (VIT)
JUS             CORESM U.S. Equity Fund (--;2/98)        --          --         --       --       --           4.95
JGL             Global Income Fund (--;1/98)             --          --         --       --       --          -0.90
JMC             Mid Cap Value Fund (--;4/98)             --          --         --       --       --         -20.39

             MFS Investment Management(R)
WGIS5           Growth with Income Series (--;10/95)     --          --        12.19     --       --         22.84
EUT             Utilities Series (--;1/95)               --          --         8.02     --       --         22.69

             PUTNAM VARIABLE TRUST
EPL             Putnam VT International Growth Fund -    --          --         8.40     --       --         11.89
                Class IB Shares (--;1/97)++
EPT             Putnam VT Vista Fund -                   --          --         9.41     --       --         16.07
                Class IB Shares (--;1/97)++
</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.05% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge,  a 0.20% Enhanced Death Benefit Rider
fee,  a 0.30%  Guaranteed  Minimum  Income  Benefit  Rider  fee  and  applicable
withdrawal  charges  associated with the seven-year  withdrawal charge schedule.
Premium  taxes are not  reflected  in the  above  total  returns.
+Fund had not commenced  operations  as  of  Dec.  31,  1998.
**(Commencement  date  of  the subaccount; commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Seven-Year  Withdrawal  Charge Schedule and the Optional  Enhanced Death Benefit
and  Guaranteed  Minimum  Income Benefit Riders For Periods Ending Dec. 31, 1998
(continued)
<TABLE>
<CAPTION>
                                                         Performance Since
                                                            Commencement                  Performance Since
                                                         of the Subaccount            Commencement of the Fund*
                                                                   Since                                     Since
Subaccount   Investing In:                             1 Year   Commencement  1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                             ------   ------------  ------  -------  --------   ------------
<S>         <C>                                       <C>      <C>           <C>     <C>      <C>        <C>
             WELLS FARGO VARIABLE TRUST
WAAL5           Asset Allocation Fund (--;4/94)**        --          --         5.25     --       --          8.78
WCBD5           Corporate Bond Fund (--;9/99)+           --          --          --      --       --            --
WEQI5           Equity Income Fund (--;5/96)             --          --         8.37     --       --         16.96
WEQV5           Equity Value Fund (--;5/98)              --          --          --      --       --         -11.46
WGRO5           Growth Fund (--;4/94)                    --          --        18.60     --       --          19.03
WLCG5           Large Company Growth Fund (--;9/99)+     --          --          --      --       --            --
WMMK5           Money Market Fund (--;5/94)              --          --        -4.12     --       --           2.34
WSCG5           Small Cap Growth Fund (--;5/95)          --          --       -21.59     --       --           7.33

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.05% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge,  a 0.20% Enhanced Death Benefit Rider
fee,  a 0.30%  Guaranteed  Minimum  Income  Benefit  Rider  fee  and  applicable
withdrawal  charges  associated with the seven-year  withdrawal charge schedule.
Premium  taxes are not  reflected  in the  above  total  returns.
+Fund had not commenced  operations  as  of  Dec.  31,  1998.
**(Commencement  date  of  the subaccount; commencement date of the Fund)

<PAGE>

Cumulative Total Return

Cumulative  total return  represents  the  cumulative  change in the value of an
investment for a given period (reflecting change in a subaccount's  accumulation
unit value). We compute cumulative total return by using the following formula:

                                                      ERV - P
                                                         P

where:                P =  a hypothetical initial payment of $1,000
                    ERV =  Ending  Redeemable  Value of a hypothetical  $1,000
                           payment made at the  beginning of the period,  at the
                           end of the period (or fractional portion thereof)

Total  return  figures  reflect the  deduction  of the  withdrawal  charge which
assumes you withdraw the entire  contract  value at the end of the one, five and
ten year periods (or, if less,  up to the life of the  subaccount).  We also may
show  performance  figures  without the  deduction  of a withdrawal  charge.  In
addition,  total return  figures  reflect the deduction of all other  applicable
charges  including  the contract  administrative  charge,  the variable  account
administrative  charge,  the Enhanced  Death Benefit  Rider fee, the  Guaranteed
Minimum Income Benefit Rider fee and the mortality and expense risk fee.

Calculation of Yield for Subaccounts Investing in Money Market Funds


Seven-Day Simple Yield


For the  subaccounts  investing in money market  funds,  we base  quotations  of
simple yield on:
         (a) the change in the value of a hypothetical subaccount (exclusive of
             capital  changes and income other than  investment  income) at the
             beginning of a particular seven-day period;


         (b) less a pro rata share of the subaccount  expenses  accrued over the
             period; and
         (c) dividing this difference by the value of the subaccount at the
             beginning of the period to obtain the base period return.


The subaccount's value includes:
o    any declared dividends,
o    the value of any shares purchased with dividends paid during the period,
     and
o    any dividends declared for such shares.

It does not include:
o    the  effect  of  any  applicable  withdrawal  charge,  or
o    any  realized  or unrealized gains or losses.



You must consider  (when  comparing an investment  in  subaccounts  investing in
money market funds with fixed  annuities)  that fixed annuities often provide an
agreed-to  or  guaranteed  yield  for a  stated  period  of  time,  whereas  the
subaccount's  yield  fluctuates.  In comparing the yield of the  subaccount to a
money market fund, you should consider the different  services that the contract
provides.

<PAGE>

Annualized Yield for Subaccounts Investing in Income Funds

For the  subaccounts  investing in income funds,  we base quotations of yield on
all investment  income earned during a particular  30-day period,  less expenses
accrued during the period (net investment income) and compute it by dividing net
investment  income per accumulation unit by the value of an accumulation unit on
the last day of the period, according to the following formula:

                                        YIELD = 2[(  a-b  + 1)6 - 1]
                                                     cd

where:                a =  dividends and investment income earned during the
                           period
                      b =  expenses accrued for the period (net of
                           reimbursements)
                      c =  the  average  daily  number of  accumulation  units
                           outstanding  during the period that were  entitled to
                           receive dividends
                      d =  the maximum offering price per accumulation unit on
                           the last day of the period

The subaccount earns yield from the increase in the net asset value of shares of
the fund in which it invests and from  dividends  declared and paid by the fund,
which are automatically invested in shares of the fund.

The yield on the subaccount's accumulation unit may fluctuate daily and does not
provide a basis for determining future yields.

Independent rating or statistical services or publishers or publications such as
those listed  below may quote  subaccount  performance,  compare it to rankings,
yields or returns,  or use it in variable  annuity  accumulation  or  settlement
illustrations they publish or prepare.

         The Bank Rate Monitor  National  Index,  Barron's,  Business  Week, CDA
         Technologies,  Donoghue's Money Market Fund Report,  Financial Services
         Week,  Financial  Times,  Financial  World,  Forbes,   Fortune,  Global
         Investor,   Institutional  Investor,   Investor's  Daily,   Kiplinger's
         Personal  Finance,  Lipper  Analytical  Services,  Money,  Morningstar,
         Mutual  Fund  Forecaster,   Newsweek,  The  New  York  Times,  Personal
         Investor,  Stanger Report, Sylvia Porter's Personal Finance, USA Today,
         U.S. News and World Report,  The Wall Street  Journal and  Wiesenberger
         Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

The Variable Account

We do the following  calculations  separately for each of the subaccounts of the
variable  account.  The separate monthly payouts,  added together,  make up your
total variable annuity payout.

Initial Payout: To compute your first monthly payment, we:

o    determine the dollar value of your  contract as of the valuation  date that
     falls on (or closest to the  valuation  date that falls before) the seventh
     calendar  day before the  retirement  date and then  deduct any  applicable
     premium tax; then
o    apply the result to the annuity  table  contained  in the  contract or
     another table at least as favorable.

The annuity table shows the amount of the first monthly  payment for each $1,000
of value which depends on factors built into the table, as described below.

<PAGE>

Annuity Units: We then convert the value of your subaccount to annuity units. To
compute the number of units credited to you, we divide the first monthly payment
by the annuity  unit value (see below) on the  valuation  date that falls on (or
closest to the valuation date that falls before) the seventh calendar day before
the retirement  date. The number of units in your subaccount is fixed. The value
of the units fluctuates with the performance of the underlying fund.

Subsequent Payouts: To compute later payouts, we multiply:

o    the annuity unit value on the  valuation  date that falls on (or closest to
     the valuation  date that falls before) the seventh  calendar day before the
     payout is due; by
o    the fixed number of annuity units credited to you.

Annuity Unit Values: We originally set this value at $1 for each subaccount.  To
calculate later values we multiply the last annuity value by the product of:

o    the net investment factor; and
o    the neutralizing factor.

The  purpose of the  neutralizing  factor is to offset the effect of the assumed
rate built into the annuity table.  With an assumed  investment  rate of 5%, the
neutralizing factor is 0.999866 for a one day valuation period.

Net Investment Factor:

We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then
o    dividing that sum by the previous adjusted net asset value per share; and
o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee, the variable account administrative charge and the Enhanced Death
     Benefit Rider fee (if selected) from the result.

Because the net asset value of the fund may fluctuate, the net investment factor
may be greater or less than one,  and the  annuity  unit value may  increase  or
decrease. You bear this investment risk in a variable subaccount.

The One-Year Fixed Account

We guarantee your fixed annuity payout  amounts.  Once  calculated,  your payout
will remain the same and never change. To calculate your annuity payouts we:

o    take the value of your one-year fixed account at the retirement date or the
     date you selected to begin receiving your annuity payouts; then
o    using an annuity  table,  we apply the value  according to the annuity
     payout plan you select.

The annuity payout table we use will be the one in effect at the time you choose
to begin  your  annuity  payouts.  The  values in the table  will be equal to or
greater than the table in your contract.

<PAGE>


RATING AGENCIES

The  following  chart  reflects the ratings  given to us by  independent  rating
agencies.  These  agencies  evaluate the financial  soundness and  claims-paying
ability of  insurance  companies  based on a number of different  factors.  This
information  does not relate to the management or performance of the subaccounts
of the  contract.  This  information  relates  only to our  general  account and
reflects our ability to make annuity payouts and to pay death benefits and other
distributions from the contract.


    Rating Agency              Rating

      A.M. Best                  A+
                             (Superior)
- - - -----------------------

    Duff & Phelps               AAA
- - - -----------------------

       Moody's                  Aa2

PRINCIPAL UNDERWRITER

The  principal  underwriter  for the  contract  is  American  Express  Financial
Advisors Inc. (AEFA) which offers the contract on a continuous basis.

The contract is new and, therefore,  we have not received any withdrawal charges
or paid any commissions.

INDEPENDENT AUDITORS

The  financial  statements  appearing  in this SAI have been  audited by Ernst &
Young LLP (1400 Pillsbury Center, 200 South Sixth Street, Minneapolis, MN 55402)
independent auditors, as stated in their report appearing herein.

FINANCIAL STATEMENTS


<PAGE>

American Enterprise Variable Annuity Account

Annual Financial Information

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company

We have  audited the  individual  and combined  statements  of net assets of the
segregated  asset  subaccounts of American  Enterprise  Variable Annuity Account
(comprised  of  subaccounts  EVA, ECR and EGD) as of December 31, 1998,  and the
related  statements of operations for the year then ended, and the statements of
changes in net assets for each of the two years in the period then ended, except
for  subaccounts  EVA and EGD which are for the year ended December 31, 1998 and
for the period  October 30, 1997  (commencement  of  operations) to December 31,
1997.  These financial  statements are the  responsibility  of the management of
American Enterprise Life Insurance Company.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of securities  owned at December 31, 1998 with the  affiliated and
unaffiliated  mutual  fund  managers.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
segregated asset subaccounts of American  Enterprise Variable Annuity Account at
December 31, 1998, and the individual and combined  results of their  operations
and the  changes  in their  net  assets  for the  periods  described  above,  in
conformity with generally accepted accounting principles.


/s/ Ernst & Young LLP
    Ernst & Young LLP
    Minneapolis, Minnesota
    March 12, 1999


<PAGE>
<TABLE>
<CAPTION>


American Enterprise Variable Annuity Account

Notes to Financial Statements

1. Organization

American Enterprise Variable Annuity Account (the Account) was established under
Indiana law on July 15, 1987 and the  subaccounts  are registered  together as a
single unit  investment  trust of American  Enterprise  Life  Insurance  Company
(American  Enterprise Life) under the Investment Company Act of 1940, as amended
(the 1940 Act). Operations of the Account commenced on Feb. 21, 1995.

The  Account  is  comprised  of various  subaccounts.  Each  subaccount  invests
exclusively in shares of the following mutual funds  (collectively,  the Funds),
which are  registered  under the 1940 Act as  diversified,  open-end  management
investment companies and have the following investment managers.

<S>              <C>                                                         <C>
Subaccount       Invests exclusively in shares of                            Investment Manager
EVA              AIM V.I. Value Fund                                         A I M Advisors, Inc.
ECR              AXPSM Variable Portfolio - Capital Resource Fund            IDS Life Insurance Company 1
EGD              AXPSM Variable Portfolio -  New Dimensions Fund             IDS Life Insurance Company 1

1 American Express Financial Corporation (AEFC) is the investment advisor.

The assets of each subaccount of the Account are not chargeable with liabilities
arising out of the business  conducted by any other  segregated asset account or
by American Enterprise Life.

American  Enterprise Life issues the contracts that are distributed by banks and
financial  institutions  either  directly  or through a network  of  third-party
marketers.

2. Summary of Significant Accounting Policies

Investments in the Funds

Investments  in shares of the Funds are stated at market  value which is the net
asset  value  per  share  as  determined  by the  respective  Funds.  Investment
transactions  are  accounted  for on the date the shares are purchased and sold.
The cost of  investments  sold and  redeemed is  determined  on the average cost
method.  Dividend  distributions  received  from the  Funds  are  reinvested  in
additional  shares of the Funds and are recorded as income by the subaccounts on
the ex-dividend date.

Unrealized  appreciation  or  depreciation  of investments  in the  accompanying
financial   statements   represents  the   subaccounts'   share  of  the  Funds'
undistributed net investment income, undistributed realized gain or loss and the
unrealized appreciation or depreciation on their investment securities.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of increase  and  decrease in net assets from  operations
during the period. Actual results could differ from those estimates.

Federal Income Taxes

American  Enterprise Life is taxed as a life insurance  company.  The Account is
treated as part of American  Enterprise  Life for federal  income tax  purposes.
Under existing  federal income tax law, no income taxes are payable with respect
to any investment income of the Account.
</TABLE>


<PAGE>

3. Mortality and Expense Risk Fee

American  Enterprise  Life makes  contractual  assurances  to the  Account  that
possible  future  adverse  changes  in  administrative  expenses  and  mortality
experience of the contract  owners and  annuitants  will not affect the Account.
The mortality and expense risk fee paid to American  Enterprise Life is computed
daily and is equal, on an annual basis, to 1.25% of the average daily net assets
of the subaccounts.

4. Administrative Charge

American  Enterprise  Life deducts a daily charge equal,  on an annual basis, to
0.15% of the average daily net assets of each  subaccount  as an  administrative
charge. This charge covers certain  administrative and operating expenses of the
subaccounts  incurred by American Enterprise Life such as accounting,  legal and
data processing fees, and expenses  involved in the preparation and distribution
of reports and prospectuses. This charge cannot be increased.

5. Contract Administrative Charge

American  Enterprise  Life deducts a contract  administrative  charge of $30 per
year on each contract anniversary.  This charge cannot be increased and does not
apply after annuity payouts begin.  American  Enterprise Life does not expect to
profit from this charge.  This charge  reimburses  American  Enterprise Life for
expenses  incurred in establishing  and maintaining  the annuity  records.  This
charge is waived  when the  contract  value is  $50,000  or more on the  current
contract anniversary.  The $30 annual charge is deducted at the time of any full
surrender.

6. Withdrawal Charge

American Enterprise Life will use a withdrawal charge to help it recover certain
expenses relating to the sale of the annuity.  The withdrawal charge is deducted
for  withdrawals  up to the first  seven  payment  years  following  a  purchase
payment.  Charges by American Enterprise Life for withdrawals are not identified
on an individual  segregated  asset account  basis.  Charges for all  segregated
asset  accounts  amounted to $199,062 in 1998 and $79,195 in 1997.  Such charges
are not treated as a separate  expense of the  subaccounts.  They are ultimately
deducted from contract  withdrawal  benefits paid by American  Enterprise  Life.
This charge is waived if the  withdrawal  meets certain  provisions as stated in
the contract.

7. Investment in Shares

The  subaccounts'  investment in shares of the Funds as of Dec. 31, 1998 were as
follows:

Subaccount   Investment                                          Shares     NAV
EVA          AIM V.I. Value Fund                                 91,112  $26.25
ECR          AXPSM Variable Portfolio - Capital Resource Fund   301,499   32.65
EGD          AXPSM Variable Portfolio - New Dimensions Fund      83,670   17.52


<PAGE>
<TABLE>
<CAPTION>

8. Investment Transactions

The subaccounts' purchases of Funds' shares,  including reinvestment of dividend
distributions, were as follows:
                                                                         Year ended Dec. 31,
Subaccount       Investment                                             1998            1997
<S>              <C>                                                  <C>             <C>
EVA1             AIM V.I. Value Fund                                 $2,077,208      $   68,804
ECR              AXPSM Variable Portfolio - Capital Resource Fund     3,205,569       2,325,297
EGD1             AXPSM Variable Portfolio - New Dimensions Fund       1,222,554          70,723
                 Combined Variable Account                           $6,505,331      $2,464,824

1 Operations commenced on Oct. 30, 1997.

9. Year 2000 Issue (unaudited)

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and  the  Variable  Account.  All of the  major  systems  used  by the  American
Enterprise  Life and by the  Variable  Account  are  maintained  by AEFC and are
utilized by multiple  subsidiaries and affiliates of AEFC.  American  Enterprise
Life's and the Variable  Account's  businesses are heavily dependent upon AEFC's
computer  systems  and  have  significant  interactions  with  systems  of third
parties.

A  comprehensive  review of AEFC's computer  systems and business  processes has
been  conducted to identify the major systems that could be affected by the Year
2000  issue.  Steps  have been  taken to resolve  potential  problems  including
modification  to existing  software  and the  purchase of new  software.  AEFC's
target date for substantially  completing its program of corrective  measures on
internal  business critical systems was Dec. 31, 1998. As of June 30, 1999, AEFC
completed  its  program of  corrective  measures  on its  internal  systems  and
applications, including Year 2000 compliance testing. The Year 2000 readiness of
unaffiliated  investment  managers and other third parties whose system failures
could have an impact on American  Enterprise  Life's and the Variable  Account's
operations continues to be evaluated. The failure of external parties to resolve
their  own Year 2000  issues  in a timely  manner  could  result  in a  material
financial risk to AEFC, American Enterprise Life or the Variable Account.

AEFC's Year 2000 project includes  establishing  Year 2000 contingency plans for
all key business units.  Business  continuation  plans,  which address  business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  These plans are being  amended to include  specific  Year 2000
considerations  and will  continue to be refined  throughout  1999 as additional
information related to potential Year 2000 exposure is gathered.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Net Assets                                                                         Dec. 31, 1998

                                                               Segregated Asset Subaccounts           Combined
                                                                                                      Variable
Assets                                                        EVA         ECR          EGD             Account
Investments in shares of mutual funds:
<S>                                                        <C>          <C>         <C>           <C>
   at cost                                                 $2,129,905   $8,367,712  $1,273,181    $ 11,770,798
                                                           ----------   ----------  ----------    ------------
   at market value                                         $2,391,678   $9,845,123  $1,465,483    $ 13,702,284
Accounts receivable from American Enterprise Life for
contract purchase payments                                      1,237       12,759       6,154          20,150
                                                                -----       ------       -----          ------
Total assets                                                2,392,915    9,857,882   1,471,637      13,722,434
                                                            ---------    ---------   ---------      ----------

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                  2,413       10,405       1,513          14,331
Issue and administrative fee                                      290        1,249         182           1,721
Payable to mutual funds
for investments purchased                                       1,237        1,105       4,459           6,801
                                                                -----        -----       -----           -----
Total liabilities                                               3,940       12,759       6,154          22,853
                                                                -----       ------       -----          ------
Net assets applicable to contracts in
accumulation period                                         2,388,975    9,839,380   1,465,483      13,693,838
Net assets applicable to contracts in
payment period                                                      -        5,743           -           5,743
                                                                 ----        -----        ----           -----
Total net assets                                           $2,388,975   $9,845,123  $1,465,483
                                                           ==========   ==========  ==========
Accumulation units outstanding                              1,778,901    5,163,185   1,108,323
                                                            ---------    ---------   ---------
Net asset value per accumulation unit                          $ 1.34       $ 1.91      $ 1.32
                                                               ------       ------      ------
See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Operations                                                              Year ended Dec. 31, 1998

                                                                Segregated Asset Subaccounts          Combined
                                                                                                      Variable
Investment income                                               EVA         ECR          EGD           Account
<S>                                                          <C>        <C>          <C>            <C>
Dividend income from mutual funds                            $104,609   $  704,897   $   4,537      $ 814,043
                                                             --------   ----------   ---------      ---------
Expenses:
Mortality and expense risk fee                                 12,205       95,285       8,135         115,625
Administrative charge                                           1,464       11,434         976          13,874
                                                                -----       ------         ---          ------
Total expenses                                                 13,669      106,719       9,111         129,499
                                                               ------      -------       -----         -------
Investment income (loss) - net                                 90,940      598,178      (4,574)        684,544
                                                               ------      -------      ------         -------

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments
in mutual funds:
Proceeds from sales                                            16,585      297,921      20,854         335,360
Cost of investments sold                                       16,107      266,065      20,096         302,268
                                                               ------      -------      ------         -------
Net realized gain (loss) on investments                           478       31,856         758          33,092
Net change in unrealized appreciation or
depreciation of investments                                   262,764      957,259     190,924       1,410,947
                                                              -------      -------     -------       ---------
Net gain (loss) on investments                                263,242      989,115     191,682       1,444,039
                                                              -------      -------     -------       ---------
Net increase (decrease) in net assets
resulting from operations                                    $354,182   $1,587,293   $ 187,108      $2,128,583
                                                             ========   ==========   =========      ==========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets                                                   Year ended Dec. 31, 1998

                                                               Segregated Asset Subaccounts           Combined
                                                                                                      Variable
Operations                                                      EVA         ECR          EGD           Account
<S>                                                        <C>          <C>         <C>           <C>
Investment income (loss) - net                             $   90,940   $  598,178  $   (4,574)   $    684,544
Net realized gain (loss) on investments                           478       31,856         758          33,092
Net change in unrealized appreciation or
depreciation of investments                                   262,764      957,259     190,924       1,410,947
                                                              -------      -------     -------       ---------
Net increase (decrease) in net assets
resulting from operations                                     354,182    1,587,293     187,108       2,128,583
                                                              -------    ---------     -------       ---------
Contract transactions
Contract purchase payments                                  1,616,894    3,114,006   1,111,110       5,842,010
Net transfers*                                                381,890     (245,243)    126,930         263,577
Annuity payments                                                    -         (385)          -            (385)
Contract terminations:
Surrender benefits and contract charges                       (25,796)    (529,563)    (25,802)       (581,161)
Death benefits                                                 (5,952)     (21,950)     (5,911)        (33,813)
                                                               ------      -------      ------         -------
Increase (decrease) from contract transactions              1,967,036    2,316,865   1,206,327       5,490,228
                                                            ---------    ---------   ---------       ---------
Net assets at beginning of year                                67,757    5,940,965      72,048       6,080,770
                                                               ------    ---------      ------       ---------
Net assets at end of year                                  $2,388,975   $9,845,123  $1,465,483    $ 13,699,581
                                                           ==========   ==========  ==========    ============

Accumulation unit activity
Units outstanding at beginning of year                         65,875    3,812,754      68,572
Contracts purchase payments                                 1,418,576    1,848,700     965,321
Net transfers*                                                327,920     (146,994)    108,613
Contract terminations:
Surrender benefits and contract charges                       (28,544)    (338,414)    (29,255)
Death benefits                                                 (4,926)     (12,861)     (4,928)
                                                               ------      -------      ------
Units outstanding at end of year                            1,778,901    5,163,185   1,108,323
                                                            ---------    ---------   ---------

*Includes  transfer activity from (to) other subaccounts and transfers from (to)
American  Enterprise Life's fixed account.

See accompanying notes to financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets                                                    Year ended Dec. 31, 1997

                                                                Segragated Asset Subaccount            Combined
                                                                                                       Variable
Operations                                                   EVA*           ECR          EGD*           Account
<S>                                                       <C>         <C>             <C>           <C>
Investment income (loss) - net                            $  1,408    $   89,908      $    (27)     $    91,289
Net realized gain (loss) on investments                          -         8,855             -            8,855
Net change in unrealized appreciation or
depreciation of investments                                   (991)      780,121         1,378          780,508
                                                              ----       -------         -----          -------
Net increase (decrease) in net assets
resulting from operations                                      417       878,884         1,351          880,652
                                                               ---       -------         -----          -------
Contract transactions
Contract purchase payments                                  66,156     2,409,335        70,697        2,546,188
Net transfers**                                              1,184       (33,041)            -          (31,857)
Annuity payments                                                 -          (138)            -             (138)
Contract terminations:
Surrender benefits and contract charges                          -      (297,350)            -         (297,350)
Death benefits                                                   -        (5,701)            -           (5,701)
                                                              ----        ------         -----           ------
Increase (decrease) from contract transactions              67,340     2,073,105        70,697        2,211,142
                                                            ------     ---------        ------        ---------
Net assets at beginning of year                                  -     2,988,976             -        2,988,976
                                                              ----     ---------          ----        ---------
Net assets at end of year                                 $ 67,757    $5,940,965      $ 72,048      $ 6,080,770
                                                          --------    ----------      --------      -----------

Accumulation unit activity
Units outstanding at beginning of year                           -     2,350,045             -
Contract purchase payments                                  64,716     1,696,748        68,572
Net transfers**                                              1,159       (18,567)            -
Contract terminations:
Surrender benefits  and contract charges                         -      (211,339)            -
Death benefits                                                   -        (4,133)            -
                                                              ----        ------         -----
Units outstanding at end of year                            65,875     3,812,754        68,572
                                                            ------     ---------        ------

 *For the period Oct. 30, 1997 (commencement of operations) to Dec. 31, 1997.
**Includes transfer activity from (to) other subaccounts and transfers from (to)
  American  Enterprise Life's fixed account.

</TABLE>

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                       for


                 WELLS FARGO ADVANTAGESM CREDIT 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) is not a prospectus. It should be
read together with the prospectus  dated the same date as this SAI, which may be
obtained by writing or calling us at the address and telephone number below. The
prospectus is incorporated in this SAI by reference.


American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN  55440-0534
800-333-3437

<PAGE>



                                TABLE OF CONTENTS

Performance Information......................................................p.

Calculating Annuity Payouts..................................................p.

Rating Agencies..............................................................p.

Principal Underwriter........................................................p.



<PAGE>

PERFORMANCE INFORMATION
- - - -------------------------------------------------------------------------------

The  subaccounts  may quote  various  performance  figures  to  illustrate  past
performance.  We base total return and current yield  quotations (if applicable)
on standardized  methods of computing  performance as required by the Securities
and Exchange  Commission  (SEC).  An  explanation of the methods used to compute
performance follows below.

Average Annual Total Return

We will express quotations of average annual total return for the subaccounts in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment  in the  contract  over a period of one,  five and ten years (or,  if
less, up to the life of the subaccounts),  calculated according to the following
formula:

                                                   P(1+T)n = ERV

where:         P =  a hypothetical initial payment of $1,000
               T =  average annual total return
               n =  number of years
             ERV =  Ending  Redeemable Value of a hypothetical  $1,000 payment
                    made  at the  beginning  of the  period,  at the  end of the
                    period (or fractional portion thereof)

We  calculated  the  following  performance  figures on the basis of  historical
performance of each fund. Currently,  we do not show any performance information
for the subaccounts  because they are new and have not had any activity to date.
However,  we show performance from the commencement  date of the funds as if the
contract  existed  at that time,  which it did not.  Past  performance  does not
guarantee future results.


<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the Six-Year Withdrawal Charge Schedule For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                              <C>     <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA3           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR3           Capital Resource Fund (10/81)**               22.21   14.76     14.03       13.77
WDEI3           Diversified Equity Income Fund+                --       --       --           --
WEXI3           Extra Income Fund (5/96)                     -14.28     --       --         -4.82
WFDI3           Federal Income Fund+                           --       --       --           --
WNDM3           New Dimensions Fund (5/96)                    18.66     --       --         20.45
WSCA3           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP3           Capital Appreciation Fund (5/93)               9.48    14.50     --         16.40
WVAL3           Value Fund (5/93)                             22.34   19.04      --         19.55

             Dreyfus
WSRG3           The Dreyfus Socially Responsible Growth       19.42   19.80      --         20.70
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE3           Franklin Income Securities Fund - Class 2      0.06    7.04      --          9.51
                (1/89)***
WMSS3           Mutual Shares Securities Fund - Class 2       -1.50     --       --          7.90
                (11/96)***
WRES3           Franklin Real Estate Fund - Class 2          -18.14    8.33      --          8.60
                (1/89)***
WSMC3           Franklin Small Cap Fund - Class 2 (11/95)***  -2.53     --       --         14.26

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE3           CORESM U.S. Equity Fund (2/98)                 --       --       --         13.05
WGLI3           Global Income Fund (1/98)                      --       --       --          6.66
WMCV3           Mid Cap Value Fund (4/98)                      --       --       --        -14.49

             MFS Investment Management(R)
WGIS3           Growth with Income Series (10/95)             20.44     --       --         23.99
WUTS3           Utilities Series (1/95)                       16.25     --       --         23.47

             PUTNAM VARIABLE TRUST
WIGR3           Putnam VT International Growth Fund - Class   16.64     --       --         15.48
                IB Shares (1/97)++
WVIS3           Putnam VT Vista Fund - Class IB Shares        17.65     --       --         19.54
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL3           Asset Allocation Fund (4/94)                  13.35     --       --          9.50
WCBD3           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI3           Equity Income Fund (5/96)                     16.61     --       --         18.98
WEQV3           Equity Value Fund (5/98)                       --       --       --         -4.79
WGRO3           Growth Fund (4/94)                            26.86     --       --         19.53
WLCG3           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK3           Money Market Fund (5/94)                       3.14     --       --          3.28
WSCG3           Small Cap Growth Fund (5/95)                 -15.84     --       --          8.68

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative  charge,  a 1.35%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Six-Year Withdrawal Charge Schedule For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>         <C>                                             <C>     <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA3           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR3           Capital Resource Fund (10/81)**               14.21   14.30     14.03       13.77
WDEI3           Diversified Equity Income Fund+                --       --       --           --
WEXI3           Extra Income Fund (5/96)                     -19.93     --       --         -7.22
WFDI3           Federal Income Fund+                           --       --       --           --
WNDM3           New Dimensions Fund (5/96)                    18.66     --       --         20.45
WSCA3           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP3           Capital Appreciation Fund (5/93)               9.48   14.96      --         16.75
WVAL3           Value Fund (5/93)                             22.34   19.43      --         19.85

             Dreyfus
WSRG3           The Dreyfus Socially Responsible Growth       19.42   20.19      --         21.04
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE3           Franklin Income Securities Fund - Class 2     -6.75    6.42      --          9.51
                (1/89)***
WMSS3           Mutual Shares Securities Fund - Class 2       -8.18     --       --          4.46
                (11/96)***
WRES3           Franklin Real Estate Fund - Class 2          -23.49    7.75      --          8.60
                (1/89)***
WSMC3           Franklin Small Cap Fund - Class 2 (11/95)***  -9.13     --       --         12.76

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE3           CORESM U.S. Equity Fund (2/98)                 --       --       --          5.20
WGLI3           Global Income Fund (1/98)                      --       --       --         -0.67
WMCV3           Mid Cap Value Fund (4/98)                      --       --       --        -20.13

             MFS Investment Management(R)
WGIS3           Growth with Income Series (10/95)             12.44     --       --         22.83
WUTS3           Utilities Series (1/95)                        8.25     --       --         22.66

             PUTNAM VARIABLE TRUST
WIGR3           Putnam VT International Growth Fund - Class    8.64     --       --         11.95
                IB Shares (1/97)++
WVIS3           Putnam VT Vista Fund - Class IB Shares         9.65     --       --         16.13
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL3           Asset Allocation Fund (4/94)                   5.49     --       --          8.89
WCBD3           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI3           Equity Income Fund (5/96)                      8.61     --       --         19.09
WEQV3           Equity Value Fund (5/98)                       --       --       --        -11.21
WGRO3           Growth Fund (4/94)                            18.86     --       --         16.68
WLCG3           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK3           Money Market Fund (5/94)                      -3.91     --       --          2.51
WSCG3           Small Cap Growth Fund (5/95)                 -21.37     --       --          7.33

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.35% mortality and expense risk fee, a 0.15%
variable  account   administrative  charge  and  applicable  withdrawal  charges
associated with the six-year  withdrawal charge schedule.  Premium taxes are not
reflected in the above total returns.
+Fund had not commenced  operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the Six-Year  Withdrawal Charge Schedule and the Optional Enhanced Death Benefit
and Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>         <C>                                             <C>     <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA1           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR1           Capital Resource Fund (10/81)**               21.97   14.54     13.80       13.54
WDEI1           Diversified Equity Income Fund+                --       --       --           --
WEXI1           Extra Income Fund (5/96)                     -14.45     --       --         -5.01
WFDI1           Federal Income Fund+                           --       --       --           --
WNDM1           New Dimensions Fund (5/96)                    26.42     --       --         22.14
WSCA1           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP1           Capital Appreciation Fund (5/93)              17.24   15.19      --         16.69
WVAL1           Value Fund (5/93)                             30.08   19.58      --         19.76

             Dreyfus
WSRG1           The Dreyfus Socially Responsible Growth       27.16   20.33      --         20.98
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE1           Franklin Income Securities Fund - Class 2     -0.14    6.82      --          9.29
                (1/89)***
WMSS1           Mutual Shares Securities Fund - Class 2       -1.70     --       --          7.69
                (11/96)***
WRES1           Franklin Real Estate Fund - Class 2          -18.31    8.12      --          8.38
                (1/89)***
WSMC1           Franklin Small Cap Fund - Class 2 (11/95)***  -2.73     --       --         14.03

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE1           CORESM U.S. Equity Fund (2/98)                 --       --       --         12.85
WGLI1           Global Income Fund (1/98)                      --       --       --          6.45
WMCV1           Mid Cap Value Fund (4/98)                      --       --       --        -14.61

             MFS Investment Management(R)
WGIS1           Growth with Income Series (10/95)             20.20     --       --         23.74
WUTS1           Utilities Series (1/95)                       16.02     --       --         23.23

             PUTNAM VARIABLE TRUST
WIGR1           Putnam VT International Growth Fund - Class   16.41     --       --         15.25
                IB Shares (1/97)++
WVIS1           Putnam VT Vista Fund - Class IB Shares        17.42     --       --         19.30
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL1           Asset Allocation Fund (4/94)                  13.13     --       --           9.29
WCBD1           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI1           Equity Income Fund (5/96)                      8.38     --       --          16.30
WEQV1           Equity Value Fund (5/98)                       --       --       --         -11.64
WGRO1           Growth Fund (4/94)                            18.61     --       --          18.78
WLCG1           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK1           Money Market Fund (5/94)                       2.94     --       --          3.07
WSCG1           Small Cap Growth Fund (5/95)                 -16.01     --       --          8.47

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.35% mortality and expense risk fee, a 0.15%
variable account administrative charge, a 0.20% Enhanced Death Benefit Rider fee
and a 0.30%  Guaranteed  Minimum Income Benefit Rider fee. Premium taxes are not
reflected in the above total returns.
+Fund had not commenced  operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Six-Year  Withdrawal Charge Schedule and the Optional Enhanced Death Benefit and
Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>
                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                              <C>     <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA1           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR1           Capital Resource Fund (10/81)**               13.97   14.00     13.80       13.52
WDEI1           Diversified Equity Income Fund+                --       --       --           --
WEXI1           Extra Income Fund (5/96)                     -20.09     --       --         -7.55
WFDI1           Federal Income Fund+                           --       --       --           --
WNDM1           New Dimensions Fund (5/96)                    18.42     --       --         19.82
WSCA1           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP1           Capital Appreciation Fund (5/93)               9.24   14.66      --         16.45
WVAL1           Value Fund (5/93)                             22.08   19.12      --         19.55

             Dreyfus
WSRG1           The Dreyfus Socially Responsible Growth       19.16   19.88      --         20.73
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE1           Franklin Income Securities Fund - Class 2     -6.93    6.14      --          9.26
                (1/89)***
WMSS1           Mutual Shares Securities Fund - Class 2       -8.36     --       --          4.08
                (11/96)***
WRES1           Franklin Real Estate Fund - Class 2          -23.64    7.44      --          8.34
                (1/89)***
WSMC1           Franklin Small Cap Fund - Class 2 (11/95)***  -9.31     --       --         12.42

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE1           CORESM U.S. Equity Fund (2/98)                 --       --       --          4.68
WGLI1           Global Income Fund (1/98)                      --       --       --         -1.18
WMCV1           Mid Cap Value Fund (4/98)                      --       --       --        -20.55

             MFS Investment Management(R)
WGIS1           Growth with Income Series (10/95)             12.20     --       --         22.46
WUTS1           Utilities Series (1/95)                        8.02     --       --         22.32

             PUTNAM VARIABLE TRUST
WIGR1           Putnam VT International Growth Fund - Class    8.41     --       --         11.53
                IB Shares (1/97)++
WVIS1           Putnam VT Vista Fund - Class IB Shares         9.42     --       --         15.71
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL1           Asset Allocation Fund (4/94)                   5.28     --       --           8.60
WCBD1           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI1           Equity Income Fund (5/96)                      8.38     --       --          16.30
WEQV1           Equity Value Fund (5/98)                       --       --       --         -11.64
WGRO1           Growth Fund (4/94)                            18.61     --       --          18.78
WLCG1           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK1           Money Market Fund (5/94)                      -4.10     --       --           2.23
WSCG1           Small Cap Growth Fund (5/95)                 -21.53     --       --           7.00

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.35% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge,  a 0.20% Enhanced Death Benefit Rider
fee,  a 0.30%  Guaranteed  Minimum  Income  Benefit  Rider  fee  and  applicable
withdrawal  charges  associated with the six-year  withdrawal  charge  schedule.
Premium taxes are not reflected in the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the Eight-Year Withdrawal Charge Schedule For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                             <C>      <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
PBCA1           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR6           Capital Resource Fund (10/81)**               22.51   15.05     14.31       14.05
PDEI1           Diversified Equity Income Fund+                --       --       --           --
PEXI1           Extra Income Fund (5/96)                     -14.06     --       --         -4.58
WFDI6           Federal Income Fund+                           --       --       --           --
PNDM1           New Dimensions Fund (5/96)                    26.98     --       --         22.67
PSCA1           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
PCAP1           Capital Appreciation Fund (5/93)              17.77   15.71      --         17.21
PVAL1           Value Fund (5/93)                             30.66   20.12      --         20.30

             Dreyfus
WSRG6           The Dreyfus Socially Responsible Growth       27.73   20.87      --         21.51
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE1           Franklin Income Securities Fund - Class 2      0.31    7.31      --          9.78
                (1/89)***
WMSS6           Mutual Shares Securities Fund - Class 2       -1.25     --       --          8.17
                (11/96)***
WRES6           Franklin Real Estate Fund - Class 2          -17.93    8.60      --          8.87
                (1/89)***
PSMC1           Franklin Small Cap Fund - Class 2 (11/95)***  -2.29     --       --         14.54

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE6           CORESM U.S. Equity Fund (2/98)                 --       --       --         13.30
WGLI6           Global Income Fund (1/98)                      --       --       --          6.92
WMCV6           Mid Cap Value Fund (4/98)                      --       --       --        -14.35

             MFS Investment Management(R)
PGIS1           Growth with Income Series (10/95)             20.74     --       --         24.30
PUTS1           Utilities Series (1/95)                       16.54     --       --         23.77

             PUTNAM VARIABLE TRUST
PIGR1           Putnam VT International Growth Fund - Class   16.93     --       --         15.76
                IB Shares (1/97)++
PVIS1           Putnam VT Vista Fund - Class IB Shares        17.94     --       --         19.84
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL6           Asset Allocation Fund (4/94)                  13.64     --       --          9.77
WCBD6           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI6           Equity Income Fund (5/96)                     16.90     --       --         19.27
WEQV6           Equity Value Fund (5/98)                       --       --       --         -4.63
WGRO6           Growth Fund (4/94)                            27.17     --       --         19.83
WLCG6           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK6           Money Market Fund (5/94)                       3.40     --       --          3.54
WSCG6           Small Cap Growth Fund (5/95)                 -15.63     --       --          8.96

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative  charge,  a 1.10%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Eight-Year Withdrawal Charge Schedule For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                              <C>     <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
PBCA1           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR6           Capital Resource Fund (10/81)**               14.51   14.12     14.31       14.05
PDEI1           Diversified Equity Income Fund+                --       --       --           --
PEXI1           Extra Income Fund (5/96)                     -19.73     --       --         -6.99
WFDI6           Federal Income Fund+                           --       --       --           --
PNDM1           New Dimensions Fund (5/96)                    18.98     --       --         20.50
PSCA1           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
PCAP1           Capital Appreciation Fund (5/93)               9.77   14.80      --         16.70
PVAL1           Value Fund (5/93)                             22.66   19.34      --         19.85

             Dreyfus
WSRG6           The Dreyfus Socially Responsible Growth       19.73   20.11      --         21.00
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE1           Franklin Income Securities Fund - Class 2     -6.51    6.07      --          9.78
                (1/89)***
WMSS6           Mutual Shares Securities Fund - Class 2       -7.95     --       --          4.73
                (11/96)***
WRES6           Franklin Real Estate Fund - Class 2          -23.30    7.43      --          8.87
                (1/89)***
PSMC1           Franklin Small Cap Fund - Class 2 (11/95)***  -8.90     --       --         12.55

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE6           CORESM U.S. Equity Fund (2/98)                 --       --       --          5.43
WGLI6           Global Income Fund (1/98)                      --       --       --         -0.44
WMCV6           Mid Cap Value Fund (4/98)                      --       --       --        -20.00

             MFS Investment Management(R)
PGIS1           Growth with Income Series (10/95)             12.74     --       --         22.75
PUTS1           Utilities Series (1/95)                        8.54     --       --         22.70

             PUTNAM VARIABLE TRUST
PIGR1           Putnam VT International Growth Fund - Class    8.93     --       --         12.24
                IB Shares (1/97)++
PVIS1           Putnam VT Vista Fund - Class IB Shares         9.94     --       --         16.44
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL6           Asset Allocation Fund (4/94)                   5.74     --       --          8.55
WCBD6           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI6           Equity Income Fund (5/96)                      8.90     --       --         16.99
WEQV6           Equity Value Fund (5/98)                       --       --       --        -11.06
WGRO6           Growth Fund (4/94)                            19.17     --       --         18.95
WLCG6           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK6           Money Market Fund (5/94)                      -3.67     --       --          1.97
WSCG6           Small Cap Growth Fund (5/95)                 -21.18     --       --          7.16

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.10% mortality and expense risk fee, a 0.15%
variable  account   administrative  charge  and  applicable  withdrawal  charges
associated with the eight-year withdrawal charge schedule. Premium taxes are not
reflected in the above total returns.
+Fund had not commenced  operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average  Annual Total Return For Annuities  Without  Withdrawal and Selection of
the  Eight-Year  Withdrawal  Charge  Schedule  and the Optional  Enhanced  Death
Benefit and Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31,
1998
<TABLE>
<CAPTION>

                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                              <C>     <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA4           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR4           Capital Resource Fund (10/81)**               22.26   14.82     14.09       11.70
WDEI4           Diversified Equity Income Fund+                --       --       --           --
WEXI4           Extra Income Fund (5/96)                     -14.23     --       --         -4.77
WFDI4           Federal Income Fund+                           --       --       --           --
WNDM4           New Dimensions Fund (5/96)                    26.73     --       --         22.43
WSCA4           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP4           Capital Appreciation Fund (5/93)              17.53   15.48      --         16.98
WVAL4           Value Fund (5/93)                             30.40   19.88      --         20.06

             Dreyfus
WSRG4           The Dreyfus Socially Responsible Growth       27.48   20.63      --         21.28
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE4           Franklin Income Securities Fund - Class 2      0.11    7.09      --          9.56
                (1/89)***
WMSS4           Mutual Shares Securities Fund - Class 2       -1.45     --       --          7.96
                (11/96)***
WRES4           Franklin Real Estate Fund - Class 2          -18.10    8.39      --          8.65
                (1/89)***
WSMC4           Franklin Small Cap Fund - Class 2 (11/95)***  -2.48     --       --         14.31

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE4           CORESM U.S. Equity Fund (2/98)                 --       --       --         13.10
WGLI4           Global Income Fund (1/98)                      --       --       --          6.71
WMCV4           Mid Cap Value Fund (4/98)                      --       --       --        -14.47

             MFS Investment Management(R)
WGIS4           Growth with Income Series (10/95)             20.50     --       --         24.05
WUTS4           Utilities Series (1/95)                       16.31     --       --         23.53

             PUTNAM VARIABLE TRUST
WIGR4           Putnam VT International Growth Fund - Class   16.70     --       --         15.53
                IB Shares (1/97)++
WVIS4           Putnam VT Vista Fund - Class IB Shares        17.71     --       --         19.60
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL4           Asset Allocation Fund (4/94)                  13.41     --       --          9.56
WCBD4           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI4           Equity Income Fund (5/96)                     16.66     --       --         19.04
WEQV4           Equity Value Fund (5/98)                       --       --       --         -4.76
WGRO4           Growth Fund (4/94)                            26.92     --       --         19.59
WLCG4           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK4           Money Market Fund (5/94)                       3.20     --       --          3.33
WSCG4           Small Cap Growth Fund (5/95)                 -15.80     --       --          8.74

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.10% mortality and expense risk fee, a 0.15%
variable account administrative charge, a 0.20% Enhanced Death Benefit Rider fee
and a 0.30%  Guaranteed  Minimum Income Benefit Rider fee. Premium taxes are not
reflected in the above total returns.
+Fund had not commenced  operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Eight-Year  Withdrawal  Charge Schedule and the Optional  Enhanced Death Benefit
and Guaranteed Minimum Income Benefit Riders For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>
                                                               Performance Since Commencement of the
                                                                               Fund*

                                                                                            Since
Subaccount   Investing In:                                   1 Year  5 Years  10 Years   Commencement
- - - ----------   -------------                                   ------  -------  --------   ------------
<S>        <C>                                             <C>      <C>      <C>        <C>
             AXPSM VARIABLE PORTFOLIO
WBCA4           Blue Chip Advantage Fund+                      --%      --%      --%          --%
WCAR4           Capital Resource Fund (10/81)**               14.26   13.81     14.09       11.68
WDEI4           Diversified Equity Income Fund+                --       --       --           --
WEXI4           Extra Income Fund (5/96)                     -19.89     --       --         -7.32
WFDI4           Federal Income Fund+                           --       --       --           --
WNDM4           New Dimensions Fund (5/96)                    18.73     --       --         20.12
WSCA4           Small Cap Advantage Fund +                     --       --       --           --

             AIM V.I.
WCAP4           Capital Appreciation Fund (5/93)               9.53   15.48      --         16.98
WVAL4           Value Fund (5/93)                             22.40   19.02      --         19.54

             Dreyfus
WSRG4           The Dreyfus Socially Responsible Growth       19.48   19.79      --         20.69
                Fund, Inc. (10/93)

             FRANKLIN TEMPLETON VIP TRUST
WISE4           Franklin Income Securities Fund - Class 2     -6.70    5.78      --          9.53
                (1/89)***
WMSS4           Mutual Shares Securities Fund - Class 2       -8.13     --       --          4.36
                (11/96)***
WRES4           Franklin Real Estate Fund - Class 2          -23.45    7.12      --          8.61
                (1/89)***
WSMC4           Franklin Small Cap Fund - Class 2 (11/95)***  -9.09     --       --         12.20

             GOLDMAN SACHS Variable Insurance Trust (VIT)
WUSE4           CORESM U.S. Equity Fund (2/98)                 --       --       --          4.91
WGLI4           Global Income Fund (1/98)                      --       --       --         -0.95
WMCV4           Mid Cap Value Fund (4/98)                      --       --       --        -20.42

             MFS Investment Management(R)
WGIS4           Growth with Income Series (10/95)             12.50     --       --         22.38
WUTS4           Utilities Series (1/95)                        8.31     --       --         22.36

             PUTNAM VARIABLE TRUST
WIGR4           Putnam VT International Growth Fund - Class    8.70     --       --         11.83
                IB Shares (1/97)++
WVIS4           Putnam VT Vista Fund - Class IB Shares         9.71     --       --         16.01
                (1/97)++

             WELLS FARGO VARIABLE TRUST
WAAL4           Asset Allocation Fund (4/94)                   5.54     --       --          8.25
WCBD4           Corporate Bond Fund (9/99)+                    --       --       --           --
WEQI4           Equity Income Fund (5/96)                      8.66     --       --         16.61
WEQV4           Equity Value Fund (5/98)                       --       --       --        -11.49
WGRO4           Growth Fund (4/94)                            18.92     --       --         18.63
WLCG4           Large Company Growth Fund (9/99)+              --       --       --           --
WMMK4           Money Market Fund (5/94)                      -3.86     --       --          1.69
WSCG4           Small Cap Growth Fund (5/95)                 -21.33     --       --          6.82

</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $30
contract  administrative charge, a 1.10% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge,  a 0.20% Enhanced Death Benefit Rider
fee,  a 0.30%  Guaranteed  Minimum  Income  Benefit  Rider  fee  and  applicable
withdrawal  charges  associated with the eight-year  withdrawal charge schedule.
Premium taxes are not reflected in the above total returns.
+Fund had not commenced operations as of Dec. 31, 1998.
**(Commencement date of the Fund)
***Standardized  performance  for  Class 2 shares  reflects  a  blended  figure,
combining:  (a) for  periods  prior to Class  2's  inception  of Jan.  6,  1999,
historical  results of Class 1 shares and (b) for  periods  after Jan.  6, 1999,
Class 2's results  reflecting an additional 12b-1 fee expense which also affects
all future  performance.  Blended  figures assume  reinvestment of dividends and
capitalizations.
++Each of the above  Funds'  Class IB Shares  corresponding  to the  subaccounts
commenced operations on April 30, 1998. For periods prior to the inception dates
of the Funds' Class IB Shares,  the performance shown is based on the historical
performance  of the  Funds'  Class IA Shares  adjusted  to reflect  the  current
expenses of the Funds' Class IB Shares.

<PAGE>

Cumulative Total Return

Cumulative  total return  represents  the  cumulative  change in the value of an
investment for a given period (reflecting change in a subaccount's  accumulation
unit value). We compute cumulative total return by using the following formula:

                                                      ERV - P
                                                         P

where:                P =  a hypothetical initial payment of $1,000
                    ERV =  Ending  Redeemable  Value of a hypothetical  $1,000
                           payment made at the  beginning of the period,  at the
                           end of the period (or fractional portion thereof)

Total  return  figures  reflect the  deduction  of the  withdrawal  charge which
assumes you withdraw the entire  contract  value at the end of the one, five and
ten year periods (or, if less,  up to the life of the  subaccount).  We also may
show  performance  figures  without the  deduction  of a withdrawal  charge.  In
addition,  total return  figures  reflect the deduction of all other  applicable
charges  including  the contract  administrative  charge,  the variable  account
administrative  charge,  the Enhanced  Death Benefit  Rider fee, the  Guaranteed
Minimum Income Benefit Rider fee and the mortality and expense risk fee.

Calculation of Yield for Subaccounts Investing in Money Market Funds


Seven-Day Simple Yield


For the  subaccounts  investing in money market  funds,  we base  quotations  of
simple yield on:
         (a) the change in the value of a hypothetical subaccount (exclusive of
             capital  changes and income other than  investment  income) at the
             beginning of a particular seven-day period;


         (b) less a pro rata share of the subaccount  expenses  accrued over the
             period; and
         (c) dividing this difference by the value of the subaccount at the
             beginning of the period to obtain the base period return.


The subaccount's value includes:
o    any declared dividends,
o    the value of any shares purchased with dividends paid during the period,
     and
o    any dividends declared for such shares.

It does not include:
o    the  effect  of  any  applicable  withdrawal  charge,  or
o    any  realized  or  unrealized gains or losses.



You must consider  (when  comparing an investment  in  subaccounts  investing in
money market funds with fixed  annuities)  that fixed annuities often provide an
agreed-to  or  guaranteed  yield  for a  stated  period  of  time,  whereas  the
subaccount's  yield  fluctuates.  In comparing the yield of the  subaccount to a
money market fund, you should consider the different  services that the contract
provides.

<PAGE>


Annualized Yield for Subaccounts Investing in Income Funds


For the  subaccounts  investing in income funds,  we base quotations of yield on
all investment  income earned during a particular  30-day period,  less expenses
accrued during the period (net investment income) and compute it by dividing net
investment  income per accumulation unit by the value of an accumulation unit on
the last day of the period, according to the following formula:

                                        YIELD = 2[(  a-b  + 1)6 - 1]
                                                     cd

where:                a =  dividends and investment income earned during the
                           period
                      b =  expenses accrued for the period (net of
                           reimbursements)
                      c =  the  average  daily  number of  accumulation  units
                           outstanding  during the period that were  entitled to
                           receive dividends
                     d =   the maximum offering price per accumulation unit on
                           the last day of the period

The subaccount earns yield from the increase in the net asset value of shares of
the fund in which it invests and from  dividends  declared and paid by the fund,
which are automatically invested in shares of the fund.

The yield on the subaccount's accumulation unit may fluctuate daily and does not
provide a basis for determining future yields.

Independent rating or statistical services or publishers or publications such as
those listed  below may quote  subaccount  performance,  compare it to rankings,
yields or returns,  or use it in variable  annuity  accumulation  or  settlement
illustrations they publish or prepare.

         The Bank Rate Monitor  National  Index,  Barron's,  Business  Week, CDA
         Technologies,  Donoghue's Money Market Fund Report,  Financial Services
         Week,  Financial  Times,  Financial  World,  Forbes,   Fortune,  Global
         Investor,   Institutional  Investor,   Investor's  Daily,   Kiplinger's
         Personal  Finance,  Lipper  Analytical  Services,  Money,  Morningstar,
         Mutual  Fund  Forecaster,   Newsweek,  The  New  York  Times,  Personal
         Investor,  Stanger Report, Sylvia Porter's Personal Finance, USA Today,
         U.S. News and World Report,  The Wall Street  Journal and  Wiesenberger
         Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

The Variable Account

We do the following  calculations  separately for each of the subaccounts of the
variable  account.  The separate monthly payouts,  added together,  make up your
total variable annuity payout.

Initial Payout: To compute your first monthly payment, we:

o    determine the dollar value of your  contract as of the valuation  date that
     falls on (or closest to the  valuation  date that falls before) the seventh
     calendar  day before the  retirement  date and then  deduct any  applicable
     premium tax; then
o    apply the result to the annuity  table  contained  in the  contract or
     another table at least as favorable.

The annuity table shows the amount of the first monthly  payment for each $1,000
of value which depends on factors built into the table, as described below.

Annuity Units: We then convert the value of your subaccount to annuity units. To
compute the number of units credited to you, we divide the first monthly payment
by the annuity  unit value (see below) on the  valuation  date that falls on (or
closest to the valuation date that falls before) the seventh calendar day before
the retirement  date. The number of units in your subaccount is fixed. The value
of the units fluctuates with the performance of the underlying fund.

<PAGE>

Subsequent Payouts: To compute later payouts, we multiply:

o    the annuity unit value on the  valuation  date that falls on (or closest to
     the valuation  date that falls before) the seventh  calendar day before the
     payout is due; by
o    the fixed number of annuity units credited to you.

Annuity Unit Values: We originally set this value at $1 for each subaccount.  To
calculate later values we multiply the last annuity value by the product of:

o    the net investment factor; and
o    the neutralizing factor.

The  purpose of the  neutralizing  factor is to offset the effect of the assumed
rate built into the annuity table.  With an assumed  investment  rate of 5%, the
neutralizing factor is 0.999866 for a one day valuation period.

Net Investment Factor:

We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then
o    dividing that sum by the previous adjusted net asset value per share; and
o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee, the variable account administration charge and the Enhanced Death
     Benefit Rider fee (if selected) from the result.

Because the net asset value of the fund may fluctuate, the net investment factor
may be greater or less than one,  and the  annuity  unit value may  increase  or
decrease. You bear this investment risk in a variable subaccount.

The One-Year Fixed Account

We guarantee your fixed annuity payout  amounts.  Once  calculated,  your payout
will remain the same and never change. To calculate your annuity payouts we:

o    take the value of your one-year fixed account at the retirement date or the
     date you selected to begin receiving your annuity payouts; then
o    using an annuity  table,  we apply the value  according to the annuity
     payout plan you select.

The annuity payout table we use will be the one in effect at the time you choose
to begin  your  annuity  payouts.  The  values in the table  will be equal to or
greater than the table in your contract.

<PAGE>


RATING AGENCIES

The  following  chart  reflects the ratings  given to us by  independent  rating
agencies.  These  agencies  evaluate the financial  soundness and  claims-paying
ability of  insurance  companies  based on a number of different  factors.  This
information  does not relate to the management or performance of the subaccounts
of the  contract.  This  information  relates  only to our  general  account and
reflects our ability to make annuity payouts and to pay death benefits and other
distributions from the contract.


    Rating Agency              Rating

      A.M. Best                  A+
                             (Superior)
- - - -----------------------

    Duff & Phelps               AAA
- - - -----------------------

       Moody's                  Aa2

PRINCIPAL UNDERWRITER

The  principal  underwriter  for the  contract  is  American  Express  Financial
Advisors Inc. (AEFA) which offers the contract on a continuous basis.

The contract is new and, therefore,  we have not received any withdrawal charges
or paid any commissions.



<PAGE>

PART C.

Item 24.      Financial Statements and Exhibits

(a)      Financial Statements included in Part B of this Registration Statement:

         American  Enterprise Variable Annuity Account (comprised of subaccounts
         EVA, ECR and EGD):

                  Statements of Net Assets for year ended Dec. 31, 1998
                  Statements of Operations for year ended Dec. 31, 1998
                  Statements of Changes in Net Assets for years ended Dec. 31,
                  1998 and 1997
                  Notes to Financial Statements
                  Report of Independent Auditors dated March 12, 1999

         Financial Statements included in Part A of this Registration Statement:

                  American Enterprise Life Insurance Company:

                  Balance Sheet as of June 30, 1999 (unaudited)
                  Statements  of Income for six months  ended June 30,  1998 and
                  1999  (unaudited)  Statements  of Income for six months  ended
                  June 30, 1998 and 1999  (unaudited)  Statements  of Cash Flows
                  for six months ended June 30, 1998 and 1999 (unaudited)  Notes
                  to Financial Statements

                  Balance Sheets as of Dec. 31, 1998 and 1997
                  Statements of Income for years ended Dec. 31, 1998, 1997 and
                  1996
                  Statements of Stockholder's Equity for years ended Dec. 31,
                  1998, 1997 and 1996
                  Statements of Cash Flows for years ended Dec. 31, 1998, 1997
                  and 1996
                  Notes to Financial Statements
                  Report of Independent Auditors dated Feb. 4, 1999

(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 by reference.

2.       Not applicable.

3.       Form of Selling  Agreement for American  Enterprise  Life  Insurance
         Company Variable Annuities, filed electronically herewith.

4.1      Form of  Deferred  Annuity  Contract  for the Wells  Fargo  AdvantageSM
         Variable Annuity (form 44209), filed electronically herewith.

4.2      Form of  Deferred  Annuity  Contract  for the Wells  Fargo  AdvantageSM
         Credit Variable Annuity (form 44210), filed electronically herewith.

4.3  Form of Enhanced  Death Benefit Rider (form  44213),  filed  electronically
     herewith.

4.4  Form of  Guaranteed  Minimum  Income  Benefit  Rider  (form  44214),  filed
     electronically herewith.

<PAGE>

4.5  Form of Disability Waiver of Withdrawal  Charges Rider (form 44215),  filed
     electronically herewith.

4.6  Form of Unemployment Waiver of Withdrawal Charges Rider (form 44216), filed
     electronically herewith.

4.7  Form of Roth IRA Endorsement  (form 43094) filed  electronically as Exhibit
     4.2  to  Pre-Effective  Amendment  No.  1  to  Registration  Statement  No.
     333-74865, filed on or about Aug. 4, 1999, is incorporated by reference.

4.8  Form of  SEP-IRA  (form  43412)  filed  electronically  as  Exhibit  4.3 to
     Pre-Effective  Amendment No. 1 to  Registration  Statement  No.  333-72777,
     filed on or about July 8, 1999, is incorporated by reference.

4.9  Form of TSA Endorsement (form 43413) filed electronically as Exhibit 4.4 to
     Pre-Effective  Amendment No. 1 to  Registration  Statement  No.  333-72777,
     filed on or about July 8, 1999, is incorporated by reference.

5.   Form of  Variable  Annuity  Application  for the  Wells  Fargo  AdvantageSM
     Variable  Annuity and the Wells Fargo  Advantage  Credit  Variable  Annuity
     (form 44211), 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 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 by reference.

7.   Not applicable.

8.1 (a)  Copy of Participation Agreement among Putnam Capital Manager Trust,
         Putnam Mutual Funds Corp. and American Enterprise Life Insurance
         Company, dated January 16, 1995, filed electronically as Exhibit 8.2 to
         American Enterprise Life Personal Portfolio Plus 2's Post-Effective
         Amendment No. 2 to Registration Statement No. 33-54471, is incorporated
         herein by reference.

8.1 (b)  Form of Amendment No. 5 to Participation Agreement among Putnam
         Capital Manager Trust, Putnam Mutual Funds Corp. and American
         Enterprise Life Insurance Company dated July 16, 1999 is filed
         electronically herewith.

9.   Opinion  of  counsel  and  consent  to its  use as to the  legality  of the
     securities being registered, filed electronically herewith.

10.  Consent of Independent Auditors, filed electronically herewith.

11.  None.

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
     herewith.

14.  Not applicable.

15.  Power of Attorney to sign this Registration Statement, dated July 29, 1999,
     filed  electronically  as Exhibit 15 to Registrant's  Initial  Registration
     Statement No. 333-85567, filed on or about Aug. 19, 1999 is incorporated by
     reference.

<PAGE>

Item 25. Directors and Officers of the Depositor
         (American Enterprise Life Insurance Company)
<TABLE>
<CAPTION>

Name                                  Principal Business Address             Positions and Offices with Depositor
- - - ------------------------------------- -------------------------------------- --------------------------------------
<S>                                 <C>                                    <C>
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>
                                                                                          Jurisdiction of
Name of Subsidiary                                                                        Incorporation
<S>                                                                                      <C>
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

<PAGE>

     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
     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

   (a) American Express Financial Advisors acts as principal underwriter for the
       following investment companies:

         AXP Bond Fund,  Inc.; AXP California  Tax-Exempt  Trust;  AXP Discovery
         Fund,  Inc.; AXP Equity Select Fund, Inc.; AXP Extra Income Fund, Inc.;
         AXP Federal  Income Fund,  Inc.;  AXP Global  Series,  Inc.; AXP Growth
         Series,  Inc.; AXP High Yield Tax-Exempt Fund, Inc.; AXP  International
         Fund, Inc.; AXP Investment Series,  Inc.; AXP Managed Series, Inc.; AXP
         Market Advantage Series,  Inc.; AXP Money Market Series,  Inc.; AXP New
         Dimensions  Fund, Inc.; AXP Precious Metals Fund, Inc.; AXP Progressive
         Fund,  Inc.; AXP Selective Fund,  Inc.; AXP Special  Tax-Exempt  Series
         Trust; AXP Stock Fund, Inc.; AXP Strategy Series,  Inc.; AXP Tax-Exempt
         Series, Inc.; AXP Tax-Free Money Fund, Inc.; AXP Utilities Income Fund,
         Inc.,  Growth Trust;  Growth and Income Trust;  Income Trust,  Tax-Free
         Income Trust, World Trust and IDS Certificate Company.

(b) As to each director, officer or partner of the principal underwriter:
<TABLE>
<CAPTION>

Name and Principal Business Address        Position and Offices with            Positions with Offices with
                                           Underwriter                          Registrant
- - - ------------------------------------------ ------------------------------------ -----------------------------
<S>                                       <C>                                  <C>
Ronald. G. Abrahamson                      Vice President - Service Quality     None
IDS Tower 10                               and Reengineering
Minneapolis, MN  55440

Douglas A. Alger                           Senior Vice President - Human        None
IDS Tower 10                               Resources
Minneapolis, MN  55440

Peter J. Anderson                          Senior Vice President - Investment   Vice President
IDS Tower 10                               Operations
Minneapolis, MN  55440

Ward D. Armstrong                          Vice President-American Express      None
IDS Tower 10                               Retirement Services
Minneapolis, MN  55440

John M. Baker                              Vice President - Plan Sponsor        None
IDS Tower 10                               Services
Minneapolis, MN  55440

Joseph M. Barksy, III                      Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

Timothy V. Bechtold                        Vice President - Risk Management     None
IDS Tower 10                               Products
Minneapolis, MN  55440

John D. Begley                             Group Vice President - Ohio/Indiana  None
Suite 100
7760 Olentangy River Rd.
Columbus, OH  43235

Brent L. Bisson                            Group Vice President - Los Angeles   None
Suite 900                                  Metro
E. Westside Twr
11835 West Olympic Blvd.
Los Angeles, CA  90064

John C. Boeder                             Vice President - Nonproprietary      None
IDS Tower 10                               Products
Minneapolis, MN  55440

Walter K. Booker                           Group Vice President - New Jersey    None
IDS Tower 10
Minneapolis, MN  55440

Bruce J. Bordelon                          Group Vice President - Gulf States   None
Galleria One Suite 1900
Galleria Blvd.
Metairie, LA  70001

Charles R. Branch                          Group Vice President - Northwest     None
Suite 200
West 111 North River Dr.
Spokane, WA  99201

<PAGE>

Douglas W. Brewers                         Vice President - Sales Support       None
IDS Tower 10
Minneapolis, MN  55440

Karl J. Breyer                             Corporate Senior Vice President      None
IDS Tower 10
Minneapolis, MN  55440

Cynthia M. Carlson                         Vice President - American Express    None
IDS Tower 10                               Securities Services
Minneapolis, MN  55440

Mark W. Carter                             Senior Vice President and Chief      None
IDS Tower 10                               Marketing Officer
Minneapolis, MN  55440

James E. Choat                             Senior Vice President -              Director, President and
IDS Tower 10                               Institutional Products Group         Chief Executive Officer
Minneapolis, MN  55440

Kenneth J. Ciak                            Vice President and General Manager   None
IDS Property Casualty                      - IDS Property Casualty
1400 Lombardi Avenue
Green Bay, WI  54304

Paul A. Connolly                           Vice President - Advisor Staffing,   None
IDS Tower 10                               Training and Support
Minneapolis, MN  55440

Henry J. Cormier                           Group Vice President - Connecticut   None
Commerce Center One
333 East River Drive
East Hartford, CT  06108

John M. Crawford                           Group Vice President -               None
Suite 200                                  Arkansas/Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR  72211

Kevin F. Crowe                             Group Vice President -               None
Suite 312                                  Carolinas/Eastern Georgia
7300 Carmel Executive Pk
Charlotte, NC  28226

Colleen Curran                             Vice President and Assistant         None
IDS Tower 10                               General Counsel
Minneapolis, MN  55440

Luz Maria Davis                            Vice President - Communications      None
IDS Tower 10
Minneapolis, MN  55440

Scott M. DiGiammarino                      Group Vice President -               None
Suite 500                                  Washington/Baltimore
8045 Leesburg Pike
Vienna, VA  22182

Bradford L. Drew                           Group Vice President - Eastern       None
Two Datran Center                          Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL  33156

Douglas K. Dunning                         Vice President - Assured Assets      None
IDS Tower 10                               Product Development and Management
Minneapolis, MN  55440

James P. Egge                              Group Vice President - Western       None
4305 South Louise, Suite 202               Iowa, Nebraska, Dakotas
Sioux Falls, SD  57103

Gordon L. Eid                              Senior Vice President, General       None
IDS Tower 10                               Counsel and Chief Compliance
Minneapolis, MN  55440                     Officer

Robert M. Elconin                          Vice President - Government          None
IDS Tower 10                               Relations
Minneapolis, MN  55440

Phillip W. Evans,                          Group Vice President - Rocky         None
Suite 600                                  Mountain
6985 Union Park Center
Midvale, UT  84047-4177

Gordon M. Fines                            Vice President - Mutual Fund         None
IDS Tower 10                               Equity Investments
Minneapolis, MN  55440

Douglas L. Forsberg                        Vice President - Institutional       None
IDS Tower 10                               Products Group
Minneapolis, MN  55440

Jeffrey P. Fox                             Vice President and Corporate         None
IDS Tower 10                               Controller
Minneapolis, MN  55440

William P. Fritz                           Group Vice President - Gateway       None
Suite 160
12855 Flushing Meadows Dr.
St. Louis, MO  63131

Carl W. Gans                               Group Vice President - Twin City     None
8500 Tower Suite 1770                      Metro
8500 Normandale Lake Blvd.
Bloomington, MN  55437

David A. Hammer                            Vice President and Marketing         None
IDS Tower 10                               Controller
Minneapolis, MN  55440

Teresa A. Hanratty                         Group Vice President - Northern      None
Suites 6&7                                 New England
169 South River Road
Bedford, NH  03110

Robert L. Harden                           Group Vice President - Boston Metro  None
Two Constitution Plaza
Boston, MA  02129

Lorraine R. Hart                           Vice President - Insurance           Vice President, Investments
IDS Tower 10                               Investments
Minneapolis, MN  55440

Scott A. Hawkinson                         Vice President and Controller -      None
IDS Tower 10                               Private Client Group
Minneapolis, MN  55440

Brian M. Heath                             Group Vice President - North Texas   None
Suite 150
801 E. Campbell Road
Richardson, TX  75081

Janis K. Heaney                            Vice President - Incentive           None
IDS Tower 10                               Management
Minneapolis, MN  55440

James G. Hirsh                             Vice President and Assistant         None
IDS Tower 10                               General Counsel
Minneapolis, MN  55440

Jon E. Hjelm                               Group Vice President - Rhode         None
310 Southbridge Street                     Island/Central - Western
Auburn, MA  01501                          Massachusetts

David J. Hockenberry                       Group Vice President - Tennessee     None
30 Burton Hills Blvd.                      Valley
Suite 175
Nashville, TN  37215

Jeffrey S. Horton                          Vice President and Treasurer         None
IDS Tower 10
Minneapolis, MN  55440

David R. Hubers                            Chairman, President and Chief        Board member
IDS Tower 10                               Executive Officer
Minneapolis, MN  55440

Martin G. Hurwitz                          Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

James M. Jensen                            Vice President - Insurance Product   None
IDS Tower 10                               Development and Management
Minneapolis, MN  55440

Marietta L. Johns                          Senior Vice President - Field        None
IDS Tower 10                               Management
Minneapolis, MN  55440

Nancy E. Jones                             Vice President - Business            None
IDS Tower 10                               Development
Minneapolis, MN  55440

Ora J. Kaine                               Vice President - Financial           None
IDS Tower 10                               Advisory Services
Minneapolis, MN  55440

Linda B. Keene                             Vice President - Market Development  None
IDS Tower 10
Minneapolis, MN  55440

G. Michael Kennedy                         Vice President - Investment          None
IDS Tower 10                               Services and Investment Research
Minneapolis, MN  55440

Susan D. Kinder                            Senior Vice President -              None
IDS Tower 10                               Distribution Services
Minneapolis, MN  55440

Richard W. Kling                           Senior Vice President - Products     Director and Chairman of
IDS Tower 10                                                                    the Board
Minneapolis, MN  55440

John M. Knight                             Vice President - Investment          Treasurer
IDS Tower 10                               Accounting
Minneapolis, MN  55440

Paul F. Kolkman                            Vice President - Actuarial Finance   None
IDS Tower 10
Minneapolis, MN  55440

Claire Kolmodin                            Vice President - Service Quality     None
IDS Tower 10
Minneapolis, MN  55440

David S. Kreager                           Group Vice President - Greater       None
Suite 108                                  Michigan
Trestle Bridge V
5126 Lovers Lane
Kalamazoo, MI  49002

Steven C. Kumagai                          Director and Senior Vice President   None
IDS Tower 10                               - Field Management and Business
Minneapolis, MN  55440                     Systems

Mitre Kutanovski                           Group Vice President - Chicago       None
Suite 680                                  Metro
8585 Broadway
Merrillville, IN  48410

Kurt A. Larson                             Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

Lori J. Larson                             Vice President - Brokerage and       None
IDS Tower 10                               Direct Services
Minneapolis, MN  55440

Daniel E. Laufenberg                       Vice President and Chief U.S.        None
IDS Tower 10                               Economist
Minneapolis, MN  55440

Peter A. Lefferts                          Senior Vice President - Corporate    None
IDS Tower 10                               Strategy and Development
Minneapolis, MN  55440

Douglas A. Lennick                         Director and Executive Vice          None
IDS Tower 10                               President - Private Client Group
Minneapolis, MN  55440

Mary J. Malevich                           Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

Fred A. Mandell                            Vice President - Field Marketing     None
IDS Tower 10                               Readiness
Minneapolis, MN  55440

Daniel E. Martin                           Group Vice President - Pittsburgh    None
Suite 650                                  Metro
5700 Corporate Drive
Pittsburgh, PA  15237

Sarah A. Mealey                            Vice President - Mutual Funds        None
IDS Tower 10
Minneapolis, MN  55440

Paula R. Meyer                             Vice President - Assured Assets      Director and Executive Vice
IDS Tower 10                                                                    President - Assured Assets
Minneapolis, MN  55440

William P. Miller                          Vice President and Senior            None
IDS Tower 10                               Portfolio Manager
Minneapolis, MN  55440

James A. Mitchell                          Executive Vice President -           None
IDS Tower 10                               Marketing and Products
Minneapolis, MN  55440

Pamela J. Moret                            Vice President - Variable Assets     None
IDS Tower 10
Minneapolis, MN  55440

Alan D. Morgenstern                        Group Vice President - Central       None
Suite 200                                  California/Western Nevada
3500 Market Street
Camp Hill, NJ  17011

Barry J. Murphy                            Senior Vice President - Client       None
IDS Tower 10                               Service
Minneapolis, MN  55440

Mary Owens Neal                            Vice President - Mature Market       None
IDS Tower 10                               Segment
Minneapolis, MN  55440

Thomas V. Nicolosi                         Group Vice President - New York      None
Suite 220                                  Metro Area
500 Mamaroneck Avenue
Harrison, NY  10528

Michael J. O'Keefe                         Vice President - Advisory Business   None
IDS Tower 10                               Systems
Minneapolis, MN  55440

James R. Palmer                            Vice President - Taxes               None
IDS Tower 10
Minneapolis, MN  55440

Marc A. Parker                             Group Vice President -               None
10200 SW Greenburg Road                    Portland/Eugene
Suite 110
Portland, OR  97223

Carla P. Pavone                            Vice President - Compensation and    None
IDS Tower 10                               Field Administration
Minneapolis, MN  55440

Thomas P. Perrine                          Senior Vice President - Group        None
IDS Tower 10                               Relationship Leader/American
Minneapolis, MN  55440                     Express Technologies Financial
                                           Services

Susan B. Plimpton                          Vice President - Marketing Services  None
IDS Tower 10
Minneapolis, MN  55440

Larry M. Post                              Group Vice President -               None
One Tower Bridge                           Philadelphia Metro
100 Front Street, 8th Fl
West Conshohocken, PA  19428

Ronald W. Powell                           Vice President and Assistant         None
IDS Tower 10                               General Counsel
Minneapolis, MN  55440

Diana R. Prost                             Group Vice President -               None
3030 N.W. Expressway                       Kansas/Oklahoma
Suite 900
Oklahoma City, OK  73112

James M. Punch                             Vice President and Project Manager   None
IDS Tower 10                               - Platform I Value Enhanced
Minneapolis, MN  55440

Frederick C. Quirsfeld                     Senior Vice President - Fixed        None
IDS Tower 10                               Income
Minneapolis, MN  55440

Rollyn C. Renstrom                         Vice President - Corporate           None
IDS Tower 10                               Planning and Analysis
Minneapolis, MN  55440

R. Daniel Richardson                       Group Vice President - Southern      None
Suite 800                                  Texas
Arboretum Plaza One
9442 Capital of Texas Hwy. N
Austin, TX  78759

ReBecca K. Roloff                          Senior Vice President - Field        None
IDS Tower 10                               Management and Financial Advisory
Minneapolis, MN  55440                     Service

Stephen W. Roszell                         Senior Vice President -              None
IDS Tower 10                               Institutional
Minneapolis, MN  55440

Max G. Roth                                Group Vice President -               None
Suite 201 S. IDS Ctr                       Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI  54304

Erven A. Samsel                            Senior Vice President - Field        None
45 Braintree Hill Park                     Management
Suite 402
Braintree, MA  02184

Russell L. Scalfano                        Group Vice President -               None
Suite 201                                  Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN  47715

William G. Scholz                          Group Vice President - Arizona/Las   None
Suite 205                                  Vegas
7333 E. Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek                         Senior Vice President and Chief      Executive Vice President
IDS Tower 10                               Financial Officer
Minneapolis, MN  55440

Donald K. Shanks                           Vice President - Property Casualty   None
IDS Tower 10
Minneapolis, MN  55440

F. Dale Simmons                            Vice President - Senior Portfolio    Vice President, Real Estate
IDS Tower 10                               Manager, Insurance Investments       Loan Management
Minneapolis, MN  55440

Judy P. Skoglund                           Vice President - Quality and         None
IDS Tower 10                               Service Support
Minneapolis, MN  55440

James B. Solberg                           Group Vice President - Eastern       None
466 Westdale Mall                          Iowa Area
Cedar Rapids, IA  52404

Bridget Sperl                              Vice President - Geographic          None
IDS Tower 10                               Service Teams
Minneapolis, MN  55440

Paul J. Stanislaw                          Group Vice President - Southern      None
Suite 1100                                 California
Two Park Plaza
Irvine, CA  92714

Lisa A. Steffes                            Vice President - Cardmember          None
IDS Tower 10                               Initiatives
Minneapolis, MN  55440

Lois A. Stilwell                           Group Vice President - Outstate      None
Suite 433                                  Minnesota Area/North
9900 East Bren Road                        Dakota/Western Wisconsin
Minnetonka, MN  55343

William A. Stoltzmann                      Vice President and Assistant         Director, Vice President,
IDS Tower 10                               General Counsel                      General Counsel and
Minneapolis, MN  55440                                                          Secretary

James J. Strauss                           Vice President and General Auditor   None
IDS Tower 10
Minneapolis, MN  55440

Jeffrey J. Stremcha                        Vice President - Information         None
IDS Tower 10                               Resource Management/ISD
Minneapolis, MN  55440

Barbara Stroup Stewart                     Vice President - Channel             None
IDS Tower 10                               Development
Minneapolis, MN  55440

Craig P. Taucher                           Group Vice President -               None
Suite 150                                  Orlando/Jacksonville
4190 Belfort Road
Jacksonville, FL  32216

Neil G. Taylor                             Group Vice President -               None
Suite 425                                  Seattle/Tacoma/Hawaii
101 Elliott Avenue West
Seattle, WA  98119

John R. Thomas                             Senior Vice President                None
IDS Tower 10
Minneapolis, MN  55440

Peter S. Velardi                           Group Vice President -               None
Suite 180                                  Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA  30338

Charles F. Wachendorfer                    Group Vice President - Detroit       None
Suite 100                                  Metro
Stanford Plaza II
7979 East Tufts Ave. Pkwy
Denver, CO  80237

Wesley W. Wadman                           Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

Donald F. Weaver                           Group Vice President - Greater       None
3500 Market Street, Suite 200              Pennsylvania
Camp Hill, PA  17011

Norman Weaver Jr.                          Senior Vice President - Field        None
1010 Main St., Suite 2B                    Management
Huntington Beach, CA  92648

Michael L. Weiner                          Vice President - Tax Research and    None
IDS Tower 10                               Audit
Minneapolis, MN  55440

Lawrence J. Welte                          Vice President - Investment          None
IDS Tower 10                               Administration
Minneapolis, MN  55440

Jeffry M. Welter                           Vice President - Equity and Fixed    None
IDS Tower 10                               Income Trading
Minneapolis, MN  55440

Thomas L. White                            Group Vice President - Cleveland     None
Suite 200                                  Metro
28601 Chagrin Blvd.
Woodmere, OH  44122

Eric S. Williams                           Group Vice President - Virginia      None
Suite 250
3951 Westerre Parkway
Richmond, VA  23233

William J. Williams                        Group Vice President - Western       None
Two North Tamiami Trail                    Florida
Suite 702
Sarasota, FL  34236

<PAGE>

Edwin M. Wistrand                          Vice President and Assistant         None
IDS Tower 10                               General Counsel
Minneapolis, MN  55440

Michael D. Wolf                            Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

Michael R. Woodward                        Senior Vice President - Field        None
32 Ellicott St.                            Management
Suite 100
Batavia, NY  14020

</TABLE>

Item 29(c)

<TABLE>
<CAPTION>
<S>                   <C>                   <C>                  <C>                   <C>
                        Net Underwriting
Name of Principal       Discounts and         Compensation on      Brokerage
Underwriter             Commissions           Redemption           Commissions           Compensation

American Express        $4,415,795            $199,062             None                  None
Financial Advisors
Inc.

</TABLE>

Item 30.   Location of Accounts and Records

           American Enterprise Life Insurance Company
           IDS Tower 10
           Minneapolis, MN 55402

<PAGE>

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)    Registrant  represents  that it is relying upon the  no-action
                  assurance  given to the  American  Council  of Life  Insurance
                  (pub. avail. Nov. 28, 1998).  Further,  Registrant  represents
                  that it has complied with the provisions of paragraphs (1)-(4)
                  of that no-action letter.

           (e)    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,  thereto duly authorized in the City of  Minneapolis,  and State of
Minnesota, on the 3rd day of November, 1999.

                         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 3rd day of
November, 1999.

Signature                                                         Title

/s/  James E. Choat*                               Director, President and
     James E. Choat                                Chief Executive Officer

/s/  Jeffrey S. Horton*                            Vice President and Treasurer
     Jeffrey S. Horton

/s/  Richard W. Kling*                             Chairman of the Board
     Richard W. Kling

/s/  Paul S. Mannweiler*                           Director
     Paul S. Mannweiler

/s/  Paula R. Meyer*                               Director and Executive Vice
     Paula R. Meyer                                President-Assured Assets

/s/  William A. Stoltzmann*                        Director, Vice President,
     William A. Stoltzmann                         General Counsel and Secretary

/s/  Philip C. Wentzel*                            Vice President and Controller
     Philip C. Wentzel

*Signed pursuant to Power of Attorney, dated July 29, 1999, filed electronically
as Exhibit 15 to  Registrant's  Initial  Registration  Statement No.  333-85567,
filed on or about Aug. 19, 1999 is incorporated by reference.



By:  /s/ Mary Ellyn Minenko
         Mary Ellyn Minenko


<PAGE>


CONTENTS  OF  PRE-EFFECTIVE  AMENDMENT  NO.  1  TO  REGISTRATION  STATEMENT  NO.
333-85567

This Registration Statement is comprised of the following papers and documents:

The Cover Page.

Part A.

     The prospectuses.

Part B.

     Statements of Additional Information.


Part C.

     Other Information.

     The signatures.

     Exhibits.



American Enterprise Variable Annuity Account
File No. 333-85567/811-7195

                                  EXHIBIT INDEX

Exhibit 3.          Form of Selling Agreement for American Enterprise Life
                    Insurance Company Variable Annuities.

Exhibit 4.1.        Form of Deferred Annuity Contract for the Wells Fargo
                    AdvantageSM Variable Annuity (form 44209).

Exhibit 4.2.        Form of Deferred Annuity Contract for the Wells Fagro
                    AdvantageSM Credit Variable Annuity (form 44210).

Exhibit 4.3.        Form of Enhanced Death Benefit Rider (form 44213).

Exhibit 4.4.        Form of Guaranteed Minimum Income Benefit Rider
                    (form 44214).

Exhibit 4.5.        Form of Disability Waiver of Withdrawal Charges Rider
                    (form 44215).

Exhibit 4.6.        Form of Unemployment Waiver of Withdrawal Charges Rider
                    (form 44216).

Exhibit 5.          Form of Variable Annuity Application for the Wells Fargo
                    AdvantageSM Variable Annuity and the Wells Fargo AdvantageSM
                    Credit Variable Annuity (form 44211).

Exhibit 8.1 (b)     Form of Amendment No. 5 to Participation Agreement among
                    Putnam Capital Manager Trust, Putnam Mutual Funds Corp. and
                    American Enterprise Life Insurance Company dated July 16,
                    1999.

Exhibit 9.          Opinion amd Consent of Counsel, dated November 3, 1999.

Exhibit 10.         Consent of Independent Auditors, dated November 3, 1999.

Exhibit 13.         Copy of schedule for computation of each performance
                    quotation provided in the Registration Statement in
                    response to Item 21.




SELLING  AGREEMENT
FOR
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY VARIABLE ANNUITIES

This SELLING AGREEMENT  ("Agreement") is entered into as of dated Effective_Date
("Effective  Date") by and between  American  Enterprise Life Insurance  Company
("Company"),  American Express Financial Advisors Inc. ("Distributor",  together
with Company,  "American Express"),  SA or its affiliated insurance agencies who
have also  executed  this  Agreement  or an  Affiliate  Participation  Agreement
attached as Exhibit C  ("Affiliates")  and are identified on Exhibit A ("Selling
Agency") and Broker_Dealer ("Broker-Dealer").

Recitals

The purpose of this  Agreement is to establish  the terms and  conditions  under
which  Selling  Agency and  Broker-Dealer  (referred  to and defined  further in
Section 1.2 herein as "Authorized  Selling Firm") will market and sell Company's
variable  annuities.  American  Express and Authorized  Selling Firm intend that
Authorized  Selling Firm will be responsible  for managing and  supervising  the
marketing and sales of Company's variable annuities by its Producers pursuant to
this Agreement.

In consideration of the mutual covenants  contained herein, the parties agree as
follows:

1.   DEFINITIONS.  As used in this Agreement, the following terms shall have the
     following meanings:

     1.1  "Affiliate" is an insurance  agency  affiliated  with Selling  Agency,
          which has  executed an Affiliate  Participation  Agreement of the form
          attached  hereto as  Exhibit B, and which is  identified  on Exhibit A
          ("Products, Territory and Commission").

     1.2  "Authorized  Selling Firm" means the Broker-Dealer and Selling Agency,
          taken  together,  with  respect  to the sale of  Products  under  this
          Agreement  in  accordance  with the  terms and  conditions  of the SEC
          no-action letter First of America Brokerage Service, Inc. (dated Sept.
          28, 1995).

     1.3  "Broker-Dealer"  is an entity duly registered as a broker-dealer  with
          the  Securities  and  Exchange   Commission   ("SEC"),   the  National
          Association of Securities Dealers ("NASD"), and states where required.
          Selling  Agency  may also  act as its own  Broker-Dealer  if  properly
          registered as a broker-dealer.

     1.4  "Company Rules" mean any written instructions, bulletins, manuals, the
          Agent  Guide as defined in Section  4.4.14,  and any  underwriting  or
          suitability guidelines provided by the Company.

     1.5  "Producer"  is a duly  licensed  individual  who sells  Products as an
          employee  or  independent  contractor  of  Selling  Agency  and who is
          appropriately registered with the NASD.

     1.6  "Products" are those variable annuity products issued by Company which
          will be marketed or sold by Selling  Agency,  Broker-Dealer  and their
          Producers under this  Agreement,  and which are set forth in Exhibit A
          and its Addenda attached hereto.

     1.7  "Replacement"  is the sale of a Product which is funded by the annuity
          purchaser  with money  obtained from the  liquidation  of another life
          insurance policy or annuity  contract,  either of which was previously
          issued either by Company or by any other life insurance company.

     1.8  "Selling  Agency" is an insurance agency or an Affiliate duly licensed
          or otherwise qualified as an insurance agency, which, either itself or
          through  Producers who are its employees or  independent  contractors,
          solicits and sells Products to the general public.

<PAGE>

     1.9  "Territory" is any of the 48 of the 50 United States (all states other
          than New York and New  Hampshire),  and the District of Columbia,  and
          includes any other  jurisdiction  in which Selling Agency is permitted
          to market and sell the Products through Producers, but only so long as
          such  jurisdictions are listed on Exhibit A, as it may be amended from
          time to time.

2.   TERM OF AGREEMENT. This Agreement shall remain in effect beginning upon the
     Effective  Date,  until such time it is  terminated  pursuant to Section 9,
     "Termination."

3.   APPOINTMENT AND AUTHORIZATION OF SELLING AGENCY AND BROKER-DEALER.

     3.1  Appointment  and  Authorization  of Selling Agency and  Broker-Dealer.
          Company and  Distributor  hereby appoint and authorize  Selling Agency
          and  Broker-Dealer to solicit sales of and sell Products in accordance
          with the terms  and  conditions  of this  Agreement  as an  Authorized
          Selling Firm, and Selling Agency and  Broker-Dealer  hereby accept the
          appointment and authorization. These two appointments, taken together,
          constitute  the  appointment  of Authorized  Selling Firm.  Authorized
          Selling Firm's authority will be nonexclusive,  and will be limited to
          the performance of the services and responsibilities set forth in this
          Agreement.

     3.2  Selection  and  Appointments  of  Affiliates.  No  Affiliate  shall be
          authorized  to act as such  until  the  Affiliate  has  executed  this
          Agreement or an Affiliate a  Participation  Agreement  and Company has
          authorized Affiliate to act as such.

4.   DUTIES,  OBLIGATIONS AND LIMITATIONS OF AUTHORIZED SELLING FIRM. Commencing
     on the Effective Date,  Authorized Selling Firm will faithfully perform all
     of  Authorized  Selling  Firm's  duties  within  the  scope  of the  agency
     relationship created under this Agreement to the best of Authorized Selling
     Firm's knowledge,  skill and judgment.  As Authorized Selling Firm, Selling
     Agency and  Broker-Dealer  shall be jointly and severally  responsible  and
     liable to American Express for the faithful  performance of all obligations
     and duties  except those which this  Agreement  specifically  identifies as
     duties of  Broker-Dealer.  Authorized  Selling Firm's duties shall include,
     but not be limited to the following:

     4.1  Recruitment  of  Producers.   Authorized   Selling  Firm  may  recruit
          Producers to sell under the supervision of Authorized  Selling Firm. A
          Producer  so  recruited  may not  solicit  or sell  Products  prior to
          acquiring  any required  state  insurance  license(s)  in the state(s)
          where such Producer will solicit and sell Products,  being  registered
          with  the  NASD  as  a  representative  of  the  Broker-Dealer,  being
          appointed  by  Company  as  an  agent,  and  completing  the  training
          described in Section 4.4.14.

     4.2  Licensing,   Registration   and  Appointment  of  Selling  Agency  and
          Producers. Selling Agency shall be responsible for the preparation and
          submission of proper appointment and licensing forms and the assurance
          that  all  Producers   recruited  by   Authorized   Selling  Firm  are
          appropriately  licensed as insurance agents in the state(s) where such
          Producers  will  solicit  and sell  Products.  Broker-Dealer  shall be
          responsible  for the  preparation and submission to the NASD of proper
          representative registration forms and the assurance that all Producers
          are properly  registered as  representatives of Broker-Dealer with the
          NASD.   Authorized   Selling  Firm  shall   recommend   Producers  for
          appointment  with Company,  but Company shall retain sole authority to
          make  appointments  and may, by written  notice to Authorized  Selling
          Firm,  refuse to permit any Producer to solicit contracts for the sale
          of the Products.

     4.2.1     Background  checks;   Warranties.   Authorized  Selling  Firm  is
               responsible  for performing  background  checks on its Producers.
               Authorized  Selling  Firm  warrants  that such  background  check
               reports of Producers will comply with all applicable  regulations
               of the  departments  of insurance and securities in the states in
               which said Producers will solicit and sell Products, and with the
               requirements  of  the  NASD.   Authorized  Selling  Firm  further
               warrants  and  guarantees  that copies of such  background  check
               reports  will  be  made  available  in a  timely  manner  to  any
               regulator  who may request  them from  Company,  and that Company
               will receive  confirmation  that such  materials have been timely
               delivered to any such regulator.  Company will not require copies
               of the reports themselves,  but only the assurance that they have
               been timely delivered as requested by such regulator, unless such
               reports  relate or may relate to a customer  inquiry or complaint
               about the Product or its sale,  or unless such report  relates to
               Company's internal  investigation of a Producer's sales practices
               as regard the Products.  Authorized  Selling Firm further  agrees
               that it will  provide  to  Company  a copy  of  their  respective
               procedures and requirements for background checks to Company upon
               request,  but Company is entitled to rely on  Authorized  Selling
               Firm for compliance with  regulations as shown above even without
               actually making such a demand.

<PAGE>

     4.3  Compliance  with Company  Policies  and  Applicable  Laws.  Authorized
          Selling  Firm  will  comply  with  all  Company  Rules  and  with  all
          applicable federal and state laws and regulations.

     4.4  Supervision  and  Administration.  Authorized  Selling Firm shall have
          full,   joint  and  several   responsibility   for  the  training  and
          supervision  of all of its  Producers  who  are  engaged  directly  or
          indirectly  in the  offer  or  sale  of the  Products,  and  all  such
          Producers  shall be subject to the control of Authorized  Selling Firm
          with respect to their securities and insurance regulated activities in
          connection  with  the  Products.  Authorized  Selling  Firm  shall  be
          responsible for all acts or omissions of Producers.  Selling  Agency's
          supervisory and administrative  responsibilities  include, but are not
          limited to:

        4.4.1  ensuring that Producers comply with Company Rules and all federal
               and state laws and regulations applicable to the Products;

        4.4.2  training Producers prior to allowing a Producer to sell a Product
               in accordance with Section 4.4.14;

        4.4.3  providing  advice and  assistance  to  Producers  with  regard to
               marketing  and  advertising  of Products,  and  ensuring  that no
               advertising is used unless approved by Company in accordance with
               Section 4.9, "Approved Advertising."

        4.4.4  supplying  sales  literature  and  application  forms approved by
               Company to Producers;

        4.4.5  ensuring that any sales literature or advertising used on or from
               the  premises  of a  financial  institution  be:  (a)  revised to
               include  the  disclosure  required by the  financial  institution
               regulatory  agencies and the NASD;  (b) submitted to and approved
               by Company  and/or  Distributor  in accordance  with Section 4.9,
               "Approved  Advertising," prior to first use; and (c) delivered by
               the Producer to the prospective customer;

        4.4.6 assisting Producers in responding to customer inquiries;

        4.4.7  promptly delivering to Producers relevant Company  communications
               and Company Rules concerning Products,  such as changes in rates,
               regulatory notices or new Product announcements;

        4.4.8  ensuring that Producers:
               (a)  submit premium payments  directly and immediately to Company
                    in accordance  with Section 4.5,  "Collection and Submission
                    of Premiums";
               (b)  document transactions,  including the fact of delivery, and
                    maintain any other documentation reasonably requested by
                    Company;
               (c)  have obtained and will continuously maintain the required
                    state insurance  licenses in the state where such  Producers
                    will solicit and sell  Products;  and
               (d)  have  been  appointed by Company in  accordance  with the
                    laws  of the  state  in  which  the  sale(s)  occur  and the
                    customer resides;

        4.4.9  on  all  Replacement  sales,   ensuring  that  Producers  provide
               sufficient information to prospective annuity contract-holders as
               to the  suitability of the  Replacement  sale.  Such  information
               includes  but may  not be  limited  to:
               (a) the  amount  of the surrender   charge  to  be  incurred  on
                   the  investment  to  be liquidated;
               (b) all fees and possible charges, such as surrender charges, on
                   the new investment;
               (c) any change in the investment risk to the prospective annuity
                   contract-holder;
               (d) any change in the nature or the provider of any guarantees
                   associated  with the Product and/or the  surrendered
                   product;
               (e) any changes in the expenses  associated  with the Product
                   and/or the surrendered product;

<PAGE>
               All such information will be retained by Selling Agency for seven
               years counting from the date of the initial solicitation, whether
               or not the Product was ever sold,  and will be made  available to
               Company as is shown in Section  4.8,  "Accurate  Record;  Audit,"
               herein.

          4.4.10 timely  obtaining and  maintaining all required state insurance
               licenses, and notifying Company if any Selling Agency or Producer
               fails to maintain the required state insurance license or becomes
               inactive;

          4.4.11 promptly  informing  Company of any violation of law or Company
               Rules  by  Authorized  Selling  Firm  or  Producer,   or  of  any
               allegation by an annuity  contract-holder or regulatory agency of
               wrongdoing as regards the activities of Authorized  Selling Firm,
               or a Producer with respect to the Products; and

          4.4.12 any other duties necessary or appropriate to perform Authorized
               Selling Firm's obligations under this Agreement.

          4.4.13  Broker-Dealer  will fully comply with and will ensure  Selling
               Agency's and Producers'  compliance with the  requirements of the
               NASD,  the SEC and all other  applicable  federal and state laws,
               and, with Selling Agency,  will establish and maintain such rules
               and procedures as may be necessary to cause diligent  supervision
               of the  securities  activities of Selling  Agency and  Producers.
               Broker-  Dealer's  duties with  respect to Selling  Agency's  and
               Producers'  securities  activities,  include, but are not limited
               to:

               (a)  delivering  to  each  person  submitting  an  application  a
                    prospectus  to be furnished by American  Express in the form
                    required by the  applicable  federal  laws or by the acts or
                    statutes of any applicable state,  province or country;
               (b)  ensuring that all sales  literature or  advertising  used by
                    Authorized  Selling Firm or Producers  hereunder  concerning
                    the Products or Company or Distributor  has been approved by
                    American Express;
               (c)  reviewing all Product applications for accuracy and
                    completeness,  and to determine the suitability of the sale;
               (d)  complying with all applicable  requirements of the
                    Securities  Exchange Act of 1934 ("1934 Act") and the NASD,
                    including the  requirements  to maintain and preserve
                    books and records  pursuant to Section 17(a) of the 1934 Act
                    and the rules  thereunder  and making such records and files
                    available  to staff of  American  Express and  personnel  of
                    state  insurance   departments,   the  NASD,  SEC  or  other
                    regulatory  agencies  which  have  authority  over  American
                    Express.

          4.4.14. Authorized Selling Firm shall be responsible for ensuring that
               their  Producers  who market and sell the Products are trained on
               (i) the product  specifications  and features,  (ii) requirements
               that American  Express has adopted to satisfy  insurance laws and
               regulations  regarding  replacements,  and (iii)  standards  that
               American Express has established for Authorized Selling Firms and
               their  Producers  to use in meeting  their  respective  duties to
               ensure suitable sales of the Products  (delivered together as the
               "Agent Guide") before they begin to solicit or sell Products.  If
               Authorized  Selling  Firm  chooses  not to use the Agent Guide in
               training their Representatives on (i), (ii) and (iii) above, then
               Authorized Selling Firm shall provide to American Express its own
               form  of  training  to be used  prior  to the  execution  of this
               Agreement.

               After  the  execution  of  this  Agreement,  to the  extent  that
               Authorized  Selling Firm uses  training  material  related to the
               sale of the  Products  that is  materially  different  from  that
               contained  in the Agent  Guide or  training  material  other than
               provided to American  Express in  accordance  with the  preceding
               paragraph,  Authorized  Selling Firm must  provide that  training
               material  to  American   Express  for  approval   prior  to  use.
               Authorized  Selling Firm shall also be  responsible  for assuring
               that its Producers  comply with Agent Guide,  and the  applicable
               suitability   requirements   of  the  National   Association   of
               Securities Dealers, Inc. ("NASD"),  and any state or federal law,
               as amended from time to time, in selling the Products.

     4.5  Collection and Submission of Premiums. American Express and Authorized
          Selling Firm will agree which of the following  provisions will govern
          Authorized  Selling Firm's duties related to collection and submission
          of premiums, by specifying on Exhibit A the applicable provision.

        4.5.1  Check with Application.  Authorized  Selling Firm will assure its
               Producers'  collection  and timely  remittance  to Company of the
               premiums due on all Products as  specified  herein.  Company will
               receive  premium  payments no later than the second  business day
               after the application has been signed by the customer.

<PAGE>

        4.5.2  Gross Sweep.  Authorized  Selling Firm will assure its Producers'
               collection  of the  premiums  due on all Products and will timely
               account  for such  premiums,  directly  depositing  them  into an
               account established by Authorized Selling Firm for the benefit of
               Company,  at a bank approved by Company,  and  notifying  Company
               immediately of the gross receipts for the business day and of the
               sales to which they  relate.  Upon receipt of  notification  from
               Authorized  Selling  Firm,  Company  will  sweep  the  settlement
               account.  Additional  specific  procedures  governing movement of
               money   pursuant  to  this   paragraph  will  be  established  by
               Authorized  Selling  Firm and Company and will become part of the
               Company Rules.

        4.5.3  Gross ACH Through Clearing Broker.  Authorized  Selling Firm will
               assure its  Producer's  collection  of the  premiums  due for all
               Products  and the timely  accounting  for and  submission  of all
               premiums  directly and immediately to Clearing  Broker.  Premiums
               must  be  in  the  form  of  check,  bank  draft   authorization,
               customer-approved  account transfer, or wire transfer, with funds
               payable  to the order of Selling  Agency.  Clearing  Broker  will
               immediately deposit premium payments received from Selling Agency
               into an account  for the benefit of Selling  Agency,  or into the
               Clearing Broker's  segregated omnibus account established for the
               benefit of Selling Agency  (sometimes  referred to as an "Omnibus
               Account.").  Selling Agency will notify,  or will ensure that the
               Clearing  Broker  notifies,  Company  immediately  of  the  gross
               receipts for each business day. Clearing Broker will, through ACH
               transfer,  remit the gross premiums  received to a  Company-owned
               bank account  designated by Company so that the Company  receives
               the  premiums  no later than the close of  business on the second
               day after the application was signed by the Customer.  Additional
               specific  procedures  governing the movement of money pursuant to
               this   paragraph   will  be   established   by  Selling   Agency,
               Broker-Dealer,  Company and Distributor,  and will become part of
               the Company Rules.

        4.5.4  Net Wire Through Clearing Broker.  Selling Agency will assure its
               Representatives'  collection  of the  premiums  for all  Variable
               Contracts  and the timely  accounting  for and  submission of all
               premiums  directly and immediately to Clearing  Broker.  Premiums
               must  be  in  the  form  of  check,  bank  draft   authorization,
               customer-approved  account transfer, or wire transfer, with funds
               to the order of Selling Agency.

               Clearing  Broker  will   immediately   deposit  premium  payments
               received  from Selling  Agency into an account for the benefit of
               Selling Agency, or into the Clearing Broker's  segregated account
               (sometimes  referred to as an "Omnibus Account")  established for
               the   benefit  of   Selling   Agency   and  any   Affiliates   or
               Broker-Dealer.  Selling  Agency will notify,  or will ensure that
               the Clearing Broker  notifies,  Company  immediately of the gross
               receipts for each business  day.  Clearing  Broker will,  through
               wire  transfer,  remit  the  premiums  received,  net of  Selling
               Agency's  share of  commissions,  subject to the  conditions  set
               forth  below,  to a  Company-owned  bank  account  designated  by
               Company so that the Company  receives  the premiums no later than
               the  close  of  business  on the  second  day  after  the day the
               application was signed by the Customer.

               Clearing  Broker may remit  premium  payments  to Company  net of
               Selling  Agency's share of commission only if shown on Exhibit A,
               and  only  if  Company  and  Selling  Agency  agree  on  specific
               procedures to be used.  Such  procedures  will become part of the
               Company   Rules.   "Selling   Agency's   share   of   commission"
               specifically  excludes  supplemental  trail  commissions or other
               payments contemplated between the parties.

               If Option 4.5.3 or 4.5.4 are agreed upon by American  Express and
               Authorized   Selling  Firm  as  the  method  of  collection   and
               submission  of  premiums  then the  provisions  of Exhibit B will
               apply.


     4.6  Solicitation. Authorized Selling Firm, through Producers, will solicit
          applicants who appear to meet Company's and Distributor's underwriting
          and  suitability  standards,  provided that nothing in this  Agreement
          shall be deemed to require  Authorized  Selling  Firm to  solicit  any
          particular customer's application for an annuity.

     4.7  Company Property. Authorized Selling Firm will safeguard, maintain and
          account  for  all  policies,  forms,  manuals,  equipment,   supplies,
          advertising and sales literature  furnished to Authorized Selling Firm
          and Producers by American  Express and will destroy or return the same
          to American Express promptly upon request.

     4.8  Accurate  Record;  Audit. As required by applicable laws and Company's
          policies   and   procedures,   Authorized   Selling   Firm  will  keep
          identifiable  and  accurate  records and  accounts of all business and

<PAGE>

          transactions  effected  pursuant to this  Agreement.  Upon  reasonable
          notice and at reasonable times, continuing during a period of one year
          following the termination of this Agreement,  Authorized  Selling Firm
          will permit American  Express to visit,  inspect,  examine,  audit and
          verify, at Authorized  Selling Firms offices or elsewhere,  any of the
          properties,  accounts,  files, documents,  books, reports, work papers
          and other  records  belonging  to or in the  possession  or control of
          Authorized  Selling  Firm  relating  to the  business  covered by this
          Agreement, and to make copies thereof and extracts therefrom, provided
          that such  audit  shall not  unreasonably  interfere  with  Authorized
          Selling Firm's normal course of business.

     4.9  Approved Advertising.  No sales promotions,  promotional materials, or
          any advertising relating to Products or Company or Distributor ("Sales
          Material")  shall  be used by  Authorized  Selling  Firm or  Producers
          unless  the  specific  item has been  approved  in  writing by Company
          and/or Distributor  before use. Any promotional  material developed by
          Authorized  Selling  Firm will  become the sole  property  of American
          Express once approved.  Any modification of the promotional  materials
          to enable the use of such in a financial institution setting must also
          be approved in accordance with this section.

     4.10 Chargeback  of  Commissions.  Selling  Agency will be charged back for
          Selling Agency's portion of commissions relating to certain surrenders
          of annuity  products as  specified  in Exhibit A and its  addenda,  as
          amended from time to time.

     4.11 Fidelity Bond.  Authorized  Selling Firm  represents and warrants that
          all  directors,  officers,  employees and  representatives  of Selling
          Agency who are appointed  pursuant to this  Agreement as Producers for
          Company  or who have  access to funds of  Company,  including  but not
          limited to funds  submitted  with  applications  for Products or funds
          being  returned  to  owners,  are and  shall be  covered  by a blanket
          fidelity bond, including coverage for larceny and embezzlement, issued
          by a reputable bonding company  acceptable to Company.  The bond shall
          be maintained  by  Broker-Dealer  at  Broker-Dealer's  and/or  Selling
          Agency's expense.  Company may require  evidence,  satisfactory to it,
          that such  coverage is in force.  Authorized  Selling  Firm shall give
          prompt  written  notice  to  Company  of  cancellation  or  change  of
          coverage.

     4.12 Limitations.  Authorized  Selling  Firm shall have no  authority  with
          respect to American  Express,  nor shall it represent itself as having
          such  authority,  other  than as is  specifically  set  forth  in this
          Agreement.  Without limiting the foregoing, neither Selling Agency nor
          Broker-Dealer  shall,  without the express  written consent of Company
          and/or Distributor, as applicable: 4.12.1 make, waive, alter or change
          any term, rate or condition  stated in any Company contract or Company
          or Distributor approved form, or discharge any contract in the name of
          Company;

          4.12.2 waive a forfeiture;

          4.12.3 extend the time for the payment of premiums or other monies due
               Company;

          4.12.4  institute,  prosecute  or maintain  any legal  proceedings  on
               behalf of Company or  Distributor  in connection  with any matter
               pertaining to Company's  business,  nor accept service of process
               on behalf of Company or Distributor;

          4.12.5 transact business in contravention of the rules and regulations
               of any insurance department and/or other governmental authorities
               having  jurisdiction  over any  subject  matter  embraced by this
               Agreement;

          4.12.6 make,  accept or endorse  notes,  or endorse  checks payable to
               Company  or  Distributor,  or  otherwise  incur  any  expense  or
               liability on behalf of Company or Distributor;

          4.12.7 offer to pay or pay,  directly  or  indirectly,  any  rebate of
               premium or any other  inducement not specified in the Products to
               any owner or annuitant;

          4.12.8  misrepresent  the  Products  for the  purpose of  inducing  an
               annuity contract-holder in any other company to lapse, forfeit or
               surrender his/her insurance therewith;

          4.12.9 give or offer to give  any  advice  or  opinion  regarding  the
               taxation of any  customer's  income or estate in connection  with
               the purchase of any Product;

<PAGE>

          4.12.10 enter into an agreement with any person or entity to market or
               sell the  Products  without  the  written  consent of Company and
               Distributor;

          4.12.11 use  Company's  or  Distributor's  names,  logos,  trademarks,
               service marks or any other  proprietary  designation  without the
               prior written permission of Company; or

          4.12.12 engage in any program  designed to replace  Products  with any
               annuity  products  of other  companies,  at any time  while  this
               Agreement  is in force;  or provide  data to any other  person or
               organization  which would allow or facilitate such replacement of
               Company's Products. Nothing herein shall preclude the replacement
               of Company's  fixed annuity  products with Company's own variable
               annuity  products,  so  long  as  such  sales  are  suitable  and
               documented  according to Section 4.4.9,  Replacement  Sales. (See
               also Section 9.3, Post Termination  Limitations,  and Section 11,
               Confidentiality, generally.)

     4.13 Wholesaling  Services.  Authorized  Selling Firm shall receive certain
          wholesaling  services under this  Agreement  pursuant to a Wholesaling
          Agreement  entered into on WhseDate,  by American  Enterprise Life
          Insurance Company (the "Company"), American Express Financial Advisors
          Inc. (the "Distributor") and WhseName (the "Wholesaler").

5.   COMPANY AND DISTRIBUTOR REPRESENTATIONS AND RESPONSIBILITIES.

     5.1  Representations.

        5.1.1  Company  represents and warrants that (a) it is duly incorporated
               in the  state  of  Indiana  and  licensed  in all  states  in the
               Territory;  and (b) that all Products, and all Sales Material (as
               defined in Section 4.9, above) provided by Company or Distributor
               have been filed with and approved by state insurance  departments
               in all states in the  Territory,  and comply with all  applicable
               laws and regulations and rules of the NASD.

        5.1.2  Distributor  represents  and warrants that it is duly  registered
               as a  broker-dealer  with the SEC, the NASD, all fifty states and
               the District of Columbia,  and is qualified to do business in all
               states in which Company is licensed and qualified to do business.

        5.1.3  Distributor  and Company  represent and warrant that Company,  as
               issuer and on behalf of the underlying investment account(s), has
               registered the underlying  investment  account(s) of the Products
               with  the SEC as a  security  under  the  Securities  Act of 1933
               ("1933 Act") and as a unit investment  trust under the Investment
               Company Act of 1940.

        5.1.4  Company   represents  and  warrants  that  the  prospectuses  and
               registration  statements  relating to the Products do not contain
               any untrue statements of material fact or any omission to state a
               material   fact,  the  omission  of  which  makes  any  statement
               contained  in  the  prospectuses   and  registration   statements
               misleading.

        5.1.5  Company  represents  and  warrants  that  Company  will  meet any
               requirements  of the NASD and state  departments  of insurance in
               the  jurisdictions  in which the Products are  available for sale
               regarding both the filing and approval of Sales Material.

     5.2  Prospectuses, Sales Literature and Advertising.  American Express will
          provide to Authorized  Selling Firm, without any expense to Authorized
          Selling  Firm,  prospectuses  relating to the  Products and such other
          Sales Material (as defined is Section 4.9, above) as American  Express
          determines is necessary or desirable for use in connection  with sales
          of the Products.

     5.3  Transmission  of Contracts  for Delivery to Contract  Owners.  Company
          will   transmit   contracts   for   Products   directly   to   annuity
          contract-holders.

     5.4  Confirmations. Upon Company's acceptance of any payment for a Product,
          Company as agent for Distributor will deliver to each contract owner a
          statement  confirming the  transaction in accordance  with Rule 10b-10
          under the 1934 Act.

<PAGE>

     5.5  Annuity    Contract-holder    Services.    Company    shall    provide
          administrative,    accounting    and   other   services   to   annuity
          contract-holders  as necessary and appropriate,  in the same manner as
          such    services   are   provided   to   Company's    other    annuity
          contract-holders.

     5.6  Reservation  of Rights.  Notwithstanding  any other  provision of this
          Agreement or any other agreement  between  Company and/or  Distributor
          and  Selling  Agency  and/or   Broker-Dealer,   Company  reserves  the
          unconditional  right to  modify  any of the  Products  in any  respect
          whatsoever  or to suspend the sale of any Products in whole or in part
          at  any  time  and  without   prior  notice.   Company   reserves  the
          unconditional  rights to refuse to  accept  applications  procured  by
          Authorized  Selling Firm or Producers which fail to meet  underwriting
          or other standards of Company.

     5.7  Company Rules.  American Express shall provide Authorized Selling Firm
          with  Company  Rules  as  soon  as  is  practicable.   All  revisions,
          modifications and replacements of such Company Rules shall be provided
          by Company and  Distributor to Authorized  Selling Firm promptly after
          issuance by Company and/or Distributor.

6    COMPENSATION.

     6.1  Compensation  to Authorized  Selling  Firm.  Company shall pay a total
          commission on premiums  collected  pursuant to this Agreement based on
          the rates of  commission  set forth on the attached  Exhibit A and its
          Addenda.  In all cases,  the amount of commission shown in the addenda
          is the total compensation  available for distribution from Company, or
          any of its subsidiaries,  affiliates,  or other related entities owned
          or  controlled  by  American  Express  Company,   whether  under  this
          Agreement  or under  any other  agreement  between  or among  Company,
          Broker-Dealer,  any Selling Agency or Producer, or any other party. No
          commission  will be apid on  sales  outside  the  states  shown in the
          Territory on Exhibit A. No  commission  will be paid on the sale of an
          annuity under this  Agreement if that sale involves  replacement of an
          asset or  investment  issued  by  Company  or by any  other  insurance
          company  owned or  controlled  by American  Express  Company.  Company
          reserves the right from time to time to adjust commission  upwards for
          any of the Products,  for a specified  period of time,  upon notice to
          Selling Agency and  Broker-Dealer,  without requiring  signatures on a
          corresponding  addendum.  No downward  adjustment of  commission  will
          occur without  signatures of all parties to the Agreement,  except for
          the return to commission rates  originally  identified in the addenda.
          No compensation  shall be paid unless all of the following  conditions
          precedent have been met to Company's satisfaction:

        6.1.1  Licensing of Producer. Prior to the time of any solicitation of a
               sale  or  a  sale  of  a  Product,   the  Producer   making  such
               solicitation or sale shall be licensed and appointed with Company
               in  accordance  with the laws of the  state(s)  where the sale is
               being made and the customer resides.

        6.1.2  Licenses and  Contracts.  No person or entity,  except  Producers
               satisfying  the  provisions  of  Section  6.1.1,   "Licensing  of
               Producers,"  shall in any way  share in any  commissions  payable
               hereunder  unless such person or entity is licensed in accordance
               with the laws of the  state(s) in which the sale was made and the
               customer  resides;  and unless such  person or entity  shall have
               entered into an agreement  with  Selling  Agency which  specifies
               such person or entity's  rights and  obligations  and which makes
               provision  for  payment,  including  splitting,  of  commissions.
               Notwithstanding  the  preceding  sentence,  in those states which
               permit payment of a commission to an entity which is not licensed
               as an  insurance  agency,  Company  will  pay  commissions  to an
               unlicensed  entity which is a party to this  Agreement,  but only
               after such entity has provided  evidence  satisfactory to Company
               as to how  Company  may make such  payments  in  accordance  with
               applicable state insurance laws.

        6.1.3  Alternative  Payment  Agreement.  Only  if  shown  on  Exhibit  A
               attached hereto,  Company may make commission  payments and debit
               commission chargebacks to Broker-Dealer, so long as Broker-Dealer
               also has insurance licenses appropriate for the sales of Products
               in affected states. See also Section 4.10.

        6.1.4  Supplemental Trail Commissions. Amounts and conditions of payment
               of  Supplemental  Trail  Commission,  if any, are attached in the
               addenda  and shown on Exhibit  A. In no event  will  Supplemental
               Trail Commission be paid on a contract less than one year old.

     6.2  Chargebacks.  Company has the right to charge back Selling  Agency for
          commissions  paid  in the  event  of  certain  surrenders  of  annuity
          contracts as specified in Exhibit A and its Addenda.

     6.3  Expenses.   Except  as  otherwise  provided  in  this  Agreement,   or
          subsequently  agreed to in writing  by  American  Express,  Authorized
          Selling  Firm will be  responsible  for all costs and  expenses of any
          kind and nature incurred by Authorized Selling Firm in the performance
          of its duties under this Agreement.

     6.4  Post Termination  Compensation  Obligations.  Upon termination of this
          Agreement,  Company's obligation to pay commissions to Selling Agency,
          or Producers shall immediately cease except that:

        6.4.1  Company will pay commissions, as the same become due and payable,
               upon  Products for which the  application  has been taken and the
               required  premium has been  collected (or has become  irrevocably
               collectable  from a third  party) as of the date of  termination,
               and for which the Company subsequently issues a policy.

        6.4.2  Company will charge back against those commissions  identified in
               Exhibit  A  for   surrenders   of  Products  sold  prior  to  the
               termination  of this  Agreement  by  Authorized  Selling  Firm or
               Producers. Company will invoice Selling Agency unless Company and
               Selling  Agency  agree  upon  another  method of  payment of such
               amounts.

        6.4.3  Company shall pay  commissions  in accordance  with Exhibit A and
               its  addenda,  attached  hereto,  on all  premiums  collected  on
               Products issued prior to such termination.

7.   INDEMNIFICATION.

     7.1  Indemnification  of Company and Distributor.  Authorized  Selling Firm
          shall indemnify, defend and hold harmless American Express, any of its
          officers,  directors  and  employees,  from  and  against  any and all
          losses, claims,  damages,  liabilities,  actions, costs or expenses to
          which  American  Express,  or  any  of  its  officers,  directors  and
          employees,  may become subject  (including any legal or other expenses
          incurred by it in connection with  investigating  any claim against it
          and defending any action and,  provided  Authorized  Selling Firm will
          have given prior written  approval of such  settlement or  compromise,
          which  consent  will not be  unreasonably  withheld  or  delayed,  any
          amounts  paid in  settlement  or  compromise)  insofar as such losses,
          claims, damages, liabilities,  actions, costs or expenses arise out of
          or are based upon:

        7.1.1  The acts or  omissions of  Authorized  Selling Firm or any of its
               employees, agents or Producers while acting (whether under actual
               or apparent  authority,  or  otherwise)  on behalf of  Authorized
               Selling  Firm  or  American   Express  in  connection  with  this
               Agreement;

        7.1.2  Any  breach  of any  covenant  or  agreement  made by  Authorized
               Selling Firm under this Agreement; or

        7.1.3  The inaccuracy or breach of any  representation  or warranty made
               by Authorized Selling Firm under this Agreement.

               This  indemnification  obligation  shall not apply to the  extent
               that such  alleged act or omission  is  attributable  to American
               Express either because (1) American  Express  directed the act or
               omission,  or (2) the act or omission by Authorized  Selling Firm
               or any of its  employees,  agents or Producers  was the result of
               their compliance with the Company Rules.

     7.2  Indemnification of Selling Agency and Broker-Dealer.  American Express
          shall indemnify, defend and hold harmless Authorized Selling Firm, any
          of its officers, directors and employees, from and against any and all
          losses, claims,  damages,  liabilities,  actions, costs or expenses to
          which Authorized  Selling Firm, or any of its officers,  directors and
          employees,  may become subject  (including any legal or other expenses
          incurred by it in connection with  investigating  any claim against it
          and  defending  any action and,  provided  American  Express will have
          given prior written  approval of such settlement or compromise,  which
          consent will not be unreasonably withheld or delayed, any amounts paid
          in settlement or compromise) insofar as such losses, claims,  damages,
          liabilities,  actions,  costs or  expenses  arise  out of or are based
          upon:

<PAGE>

        7.2.1  The acts or  omissions  of American  Express,  or any employee or
               agent of American Express,  (excluding Authorized Selling Firm or
               Producers)   while  acting  (whether  under  actual  or  apparent
               authority or otherwise)  on behalf of Company in connection  with
               this Agreement;

        7.2.2  Any breach of any covenant or agreement made by American  Express
               under this Agreement; or

        7.2.3  The inaccuracy or breach of any  representation  or warranty made
               by American Express under this Agreement.

     7.3  Limitation of Liability. Except as expressly stated herein, as between
          the  parties,  in no  event  will  any  party  to  this  Agreement  be
          responsible  to  any  other  party  for  any   incidental,   indirect,
          consequential, punitive, or exemplary damages of any kind arising from
          this Agreement,  including without limitation,  lost revenues, loss of
          profits or loss of  business.  The  parties  agree that the losses and
          damages  arising under and/or  covered by Section 7.1 and 7.2 shall be
          subject to this limitation.

8.   ARBITRATION.  The parties agree to attempt to settle any  misunderstandings
     or  disputes  arising  out  of  this  Agreement  through  consultation  and
     negotiation in good faith and a spirit of mutual  cooperation.  However, if
     those  attempts  fail,  the  parties  agree that any  misunderstandings  or
     disputes  arising from this Agreement will be decided by arbitration  which
     will be conducted,  upon request of either party,  before three arbitrators
     (unless both parties  agree on one  arbitrator)  designated by the American
     Arbitration Association located in the city of Company's principal place of
     business.  The parties  further  agree that the  arbitrator(s)  will decide
     which party must bear the expenses of the  arbitration.  This  agreement to
     arbitrate  shall not  preclude  either  party  from  obtaining  provisional
     remedies such as injunctive  relief or the appointment of a receiver from a
     court having jurisdiction,  either before,  during or after the pendency of
     the  arbitration.  The  institution  and  maintenance  of such  provisional
     remedies  shall not constitute a waiver of the right of a party to submit a
     dispute to arbitration.

9.   TERMINATION.

     9.1  Termination  for Cause. At any time during the Term of this Agreement,
          American  Express  or  Authorized  Selling  Firm  may  terminate  this
          Agreement   immediately   for  cause  upon  written   notice  of  such
          termination  to the other party.  Such written  notice shall state the
          cause with  specificity.  As used in this  Section,  the term  "cause"
          shall include any one or more of the following:

        9.1.1  the  conviction  of  any  party,   its  officers  or  supervisory
               personnel  of any  felony,  of fraud,  or of any crime  involving
               dishonesty;

        9.1.2  the intentional  misappropriation by a party of funds or property
               of any other  party,  or of funds  received for it or for annuity
               contract-holders;

        9.1.3  the  cancellation,  or  the  refusal  to  renew  by  the  issuing
               insurance  regulatory  authority of, any license,  certificate or
               other  regulatory  approval  required  in order  for any party to
               perform its duties under this Agreement;

        9.1.4  any action by a regulatory  authority with  jurisdiction over the
               activities of a party that would place the party in  receivership
               or  conservatorship  or  otherwise   substantially  interfere  or
               prevent  such  party  from  continuing  to engage in the lines of
               business relevant to the subject matter hereof; or

        9.1.5  a party  becoming a debtor in  bankruptcy  (whether  voluntary or
               involuntary) or the subject of an insolvency proceeding.

     9.2  Termination without Cause. American Express or Authorized Selling Firm
          may terminate this Agreement  without cause upon 30 days prior written
          notice to the other parties.

     9.3  Post  Termination   Limitation.   For  a  period  of  one  year  after
          termination of this Agreement,  Authorized  Selling Firm and Producers
          shall not  knowingly  induce or cause,  or attempt to induce or cause,
          any concerted or organized effort to recommend,  promote, encourage or
          endorse the  termination,  surrender,  or  cancellation of any Product
          sold pursuant to this Agreement.

<PAGE>

10.  INDEPENDENT  CONTRACTOR.  This  Agreement is not a contract of  employment.
     Nothing  contained in this Agreement shall be construed or deemed to create
     the  relationship of joint venture,  partnership,  or employer and employee
     between  American  Express and  Authorized  Selling Firm.  Each party is an
     independent  contractor  and  shall  be  free,  subject  to the  terms  and
     conditions of this  Agreement,  to exercise  judgment and  discretion  with
     regard to the conduct of business.

11.  CONFIDENTIALITY.

     11.1 Each party agrees that,  during the term of this  Agreement and at all
          times  thereafter,  it will not disclose to any  unaffiliated  person,
          firm, corporation or other entity, nor use for its own account, any of
          the  other  parties'  trade  secrets  or   confidential   information,
          including, without limitation, the terms of this Agreement; non-public
          program materials;  member or customer lists; proprietary information;
          information as to the other party's  business  methods,  operations or
          affairs,  or the  processes  and systems  used in its  operations  and
          affairs,  or the  processes  and  systems  used in any  aspect  of the
          operation  of its  business;  all  whether  now known or  subsequently
          learned by it. If this Agreement is terminated,  each party, within 60
          days  after  such  termination,  will  return  to the  other  parties,
          respectively,  any and all copies,  in whatever form or medium, of any
          material  disclosing  any of  the  other  parties'  trade  secrets  or
          confidential information as described above.

          Nothing in this Agreement  shall require a party to keep  confidential
          any information that:

          11.1.1 the party can prove was known to it prior to any  disclosure by
               any other party;

          11.1.2 is or becomes publicly available through no fault of the party;

          11.1.3 the party can prove was  independently  developed by it outside
               the  scope  of  this   Agreement   and  with  no  access  to  any
               confidential  or  proprietary  information  of any  other  party;

          11.1.4 is required  to be  disclosed  to  governmental  regulators  or
               pursuant to judicial or administrative process or subpoena;

          11.1.5 is required in order to perform that party's  obligation  under
               this Agreement;

          11.1.6 is required to be disclosed by any applicable law; or

          11.1.7 is mutually agreed upon by all parties to this Agreement.

     11.2 In the event Authorized Selling Firm during the term of this Agreement
          and  for a  period  of  one  year  after  the  effective  date  of its
          termination,  engages in a concerted  effort to promote,  recommend or
          encourage the termination,  surrender,  or cancellation of any Product
          sold under this Agreement,  without reasonable grounds to believe that
          such  termination,  cancellation  or surrender  is in each  individual
          customer's best interest, then American Express will have the right to
          contact present and former  purchasers of the Products sold under this
          Agreement  with a view to retaining the assets in their  accounts with
          Company, without being found in violation of this Section 11.

12.  ASSIGNMENT.  The parties to this Agreement may not assign, either wholly or
     partially, this Agreement or any of the benefits accrued or to accrue under
     it, or subcontract  their  interests or obligations  under this  Agreement,
     without the written approval of all parties.

13.  AMENDMENT OF AGREEMENT.  American  Express reserves the right to amend this
     Agreement at any time, but no amendment  shall be effective  until approved
     in writing by Authorized Selling Firm, subject to the provisions of Section
     5.6, "Reservation of Rights," and Section 12, "Assignment," herein.

14.  MISCELLANEOUS.

     14.1 Applicable  Law. This Agreement  shall be governed by and  interpreted
          under the laws of the State of Minnesota.

     14.2 Severability.  Should any part of this Agreement be declared  invalid,
          the remainder of this Agreement shall remain in full force and effect,
          as if the Agreement had originally  been executed  without the invalid
          provisions.

<PAGE>

     14.3 Notice.  Any notice  hereunder shall be in writing and shall be deemed
          to have been  duly  given if sent by  certified  or  registered  mail,
          postage  prepaid,  or via a national courier service with the capacity
          to track its shipments, to the following addresses:
<TABLE>
<CAPTION>
         <S>                                          <C>
          If to Company:                               If to Distributor:
          American Enterprise Life Insurance Company   American Express  Financial  Advisors Inc.
          80 South 8th Street                          80 South 8th Street
          Minneapolis,  MN 55440                       Minneapolis, MN 55440
          Attn: Compliance Officer (Unit 1818)         Attn: Compliance Officer (Unit 1818)
</TABLE>

         If to Selling Agency:                    If to Broker-Dealer:
         SA                                       Broker_Dealer
         SAAddress1                               BD_address1
         SAAddress2                               BD_address2
         SACity, SAState SAZip                    BD_city,  BD_State BD_zip
         Attn:  SAContact_name__tit               Attn:  BD_contact_name__Tit

     14.4 Binding Effect.  This Agreement shall be binding upon and inure to the
          benefit of the  parties  hereto and their  respective  successors  and
          assigns,   subject  to  the  provisions  of  this  Agreement  limiting
          assignment.

     14.5 Headings.  The headings in this Agreement are for convenience only and
          are not intended to have any legal effect.

     14.6 Defined  Terms.  The  terms  defined  in  this  Agreement  are  to  be
          interpreted in accordance with this Agreement.  Such defined terms are
          not  intended  to conform to  specific  statutory  definitions  of any
          state.

     14.7 Entire Agreement.  This Agreement  constitutes the entire agreement of
          the parties with respect to the subject  matter hereof and  supersedes
          all  previous  communications,   representations,  understandings  and
          agreements,  either  oral  or  written,  between  the  parties  or any
          official representative thereof.

     14.8 Survival.  All terms and  conditions of Section 7,  "Indemnification";
          Section  9.3,  "Post   Termination   Limitations";   and  Section  11,
          "Confidentiality," will survive termination of this Agreement.

     14.9 No  Waiver.  No  failure  to  enforce,  nor any  breach of any term or
          condition of this Agreement, shall operate as a waiver of such term or
          condition,  or of any other term or condition,  nor  constitute nor be
          deemed a waiver or release of any other rights at law or in equity, or
          of  claims  which  any party may have  against  any other  party,  for
          anything arising out of, connected with, or based upon this Agreement.
          Any waiver, including a waiver of this Section, must be in writing and
          signed by the parties hereto.

<PAGE>

American Enterprise Life Insurance Company           SA
Company                                              Selling Agency


By:_______________________                           By:_______________________

Title:____________________                           Title:____________________

Date:_____________________                           Date:_____________________


American Express Financial Advisors Inc.              Broker_Dealer
Distributor                                           Broker-Dealer


By:_______________________                            By:______________________

Title:____________________                            Title:___________________

Date:_____________________                            Date:____________________


Affiliate:                                            Affiliate:
SAAffiliate1                                          SAAffiliate2

By:_______________________                            By:______________________

Title:____________________                            Title:___________________

Date:_____________________                            Date:____________________



<PAGE>

EXHIBIT A
Selling Agency: Products, Territory and Commissions

SUMMARY:

This Exhibit is intended to summarize the contents of Exhibit A and its Addenda,
as they are added to the arrangements with SA, ("Selling Agency"), Broker_Dealer
("Broker-Dealer"),   Company  and  Distributor   under  this Agreement.

<TABLE>
<CAPTION>
<S>                              <C>                            <C>                      <C>                       <C>

Selling Agency & Broker-Dealer    Products                       Product Commission       Remittance of Premiums    Territory
                                                                                          (See Section 4.5)
- - - ------------------------------------------------------------------------------------------------------------------------------
SA                                Wells Fargo Advantage          See Addenda A & B        Money_Movement            State_s
Broker_Dealer                                                                                                       only
SAAffiliate1                      Wells Fargo Advantage Credit   See Addenda C & D
SAAffiliate2
- - - ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

This Exhibit A will only be separately  executed when: (i) a product is added or
deleted; or (ii) there is a reduction in compensation.

Last Revision Date:____________________  Effective Revision Date:______________
Purpose of Last Revision:______________________________________________________

<PAGE>

Addendum A to Exhibit A: Products, Territory and Commissions

Addendum to Exhibit A of the Selling Agreement between American  Enterprise Life
Insurance  Company   ("Company"),   American  Express  Financial  Advisors  Inc.
("Distributor"),  Wells Fargo Securities, Inc.("Selling Agency") and Wells Fargo
Securities,  Inc.  ("Selling  Agent's  Broker")  dated  November 15, 1999.  This
Addendum is effective for the states, and from the date(s), specified on Exhibit
A, executed by the parties to this Agreement.

The Product to be offered through Selling Agent is a flexible  premium  variable
annuity  known as the Wells Fargo  Advantage  Variable  Annuity,  which is to be
offered only in the Territory shown in Exhibit A.

COMMISSION:

The  commission  payable for  contracts  described in this  Addendum  will be as
follows:

     (a)  ____% gross of all premiums for issue ages of both owner and annuitant
          not exceeding 80 (qualified or non-qualified).

     (b)  ____% gross of all premiums for issue ages of both owner and annuitant
          of 81-85 (qualified or non-qualified).

     (c)  No commission is payable for policies described in this Addendum where
          the  issue  age of  either  the  annuitant  or  owner  exceeds  age 85
          (qualified or non-qualified).  No commission is payable on the sale of
          Products under this Agreement if that sale involves  replacement of an
          asset or  investment  issued  by  Company  or by any  other  insurance
          company owned or controlled by American Express Company.

CHARGEBACK:

In the event of the surrender of an annuity within forty days of the issue date,
there  will be a  chargeback  of all  commissions  paid with  respect to premium
received  in  accordance  with the  following  schedule.  After this "free look"
period, no chargebacks will be assessed.

Agreed to on ______________, 1999.

American Enterprise Life Insurance Company   Wells Fargo Securities, Inc.
Company                                      Selling Agency and Selling Agency's
                                             Broker


By:_______________________                   By:_______________________________

Title:____________________                   Title:____________________________

American Express Financial Advisors Inc.
Distributor

By:_______________________

Title:____________________

<PAGE>

Addendum B to Exhibit A
Supplemental Trail Commission

by and between American Enterprise Life Insurance Company ("Company"),  American
Express Service Corporation (Distributor), Wells Fargo Securities, Inc. (Selling
Agency) and Well Fargo Securities, Inc. (Selling Agency's Broker) dated November
15, 1999. This Addendum is effective  November 15, 1999, and applies only to the
sale of the Wells Fargo  Advantage  Variable  Annuity  described  in Addendum A,
above.

Supplemental Trail Commission:

1.   In addition to the  compensation  shown in other Addenda to this Agreement,
     Company agrees to pay to Selling Agency a Supplemental  Trail Commission as
     shown in #2, below, subject to all the conditions in #3 below.

2.   Payment.  At the end of each calendar quarter,  Company shall calculate and
     pay the Supplemental Trail Commission as follows:

     Supplemental Trail Compensation = Eligible Value x Annual Rate
                                       ----------------------------
                                                      4
Where:

     A.  Annual  Rate of the  Supplemental  Trail  Commission  is  shown  below.
Supplemental Trail Commission  increases when the annuity  contract's  surrender
charge period lapses.

   In ALL cases, Years 2-5:           "x"  basis points
   In SOME cases:  Years 6 & 7:       "x"  basis points (if contract's surrender
                                           charge period is 7 years)
   In SOME cases:  Years 6 & 7:       "y"  basis points (if contract's surrender
                                           charge period is 5 years)
   In ALL cases:  Years 8 +:          "y"  basis points

     B. Eligible Contracts means contracts sold to customers under this Addendum
A to this Agreement  which have reached their first  contract  anniversary as of
the calendar quarter end.

     C. Eligible Value means accumulation value (including earnings accrued), as
of the  quarter  end for  which  the  Supplemental  Trail  Commission  is  being
calculated,  of all Eligible  Contracts for which Option B or C, above, has been
selected.  Each option's trail will be calculated separately.  Trail checks will
be made  payable to the  Selling  Agency,  and will be sent  directly to Selling
Agency for distribution.

3.   Conditions of Payment:

     A. Payment for each quarter's Supplemental Trail Commission shall be final,
and no credits or additions or adjustments  shall be made to it. Each quarter is
evaluated  independently.  Chargebacks  will be accounted  for in the quarter in
which the contract is returned to the Company.

     B. Company will supply  supporting  information for the calculation,  along
with  payment,  to Selling  Agency  within 45  business  days of the end of each
calendar quarter.

     C. The  Supplemental  Trail  Commission does not apply to sales outside the
Territory  or to sales  which are  otherwise  excluded  from  normal  commission
payments  under  Exhibit A and/or  any other  Addenda to this  Agreement  (e.g.,
unlicensed  sales,  sales for  which  Selling  Agency  could  not  otherwise  be
compensated, etc.).

     D. In the event that  notice of  termination  of this entire  Agreement  is
given  by any  party  hereto,  the  obligation  to pay  the  Supplemental  Trail
Commission  will  survive  for  three  years  from  the  effective  date of such
termination. No Supplemental Trail Commission will be payable for the quarter in
which that third anniversary of termination occurs, or thereafter.

     E. Subject to Condition D above, Supplemental Trail Commission will be paid
to the Selling Agency for as long as each Eligible Contract  continues to remain
an Eligible  Contract as herein  defined,  and for as long as the Selling Agency
continues to be licensed as an insurance agency and appointed with Company.

<PAGE>

     F. The obligation to pay Supplemental Trail Commission runs from Company to
Selling Agency only. All  distribution of Supplemental  Trail  Commission is the
Selling Agency's responsibility. No claim made by or on behalf of any individual
representative for Supplemental Trail Commission will be honored by Company, and
no expense, including (without limitation) attorney fees, that an Selling Agency
or a  representative  may incur to  determine  the  individual  representative's
entitlement to Supplemental Trail Commission,  will be absorbed by or reimbursed
by Company.

     G. In all cases,  the  amount of  commission  described  above is the total
compensation   available  for   distribution   from  Company,   or  any  of  its
subsidiaries,  affiliates,  or other  related  entities  owned or  controlled by
American  Express  Company,  whether  under  this  Agreement  or under any other
agreement  between or among Company,  Selling  Agency,  or any other party.  See
Addendum A, above, for details of payment of commission at time of sale.

Agreed to on _________________, 1999.

American Enterprise Life Insurance Company   Wells Fargo Securities, Inc.
Company                                      Selling Agency and Selling Agency's
                                             Broker

By:________________________                  By:_______________________________

Title:_____________________                  Title:____________________________

Date:______________________                  Date:_____________________________


American Express Financial Advisors Inc.
Distributor

By:________________________

Title:_____________________

Date:______________________

<PAGE>

Addendum C to Exhibit A: Products, Territory and Commissions

Addendum to Exhibit A of the Selling Agreement between American  Enterprise Life
Insurance  Company   ("Company"),   American  Express  Financial  Advisors  Inc.
("Distributor"),  Wells Fargo Securities, Inc.("Selling Agency") and Wells Fargo
Securities,  Inc.  ("Selling  Agent's  Broker")  dated  November 15, 1999.  This
Addendum is effective for the states, and from the date(s), specified on Exhibit
A, executed by the parties to this Agreement.

The Products to be offered through Selling Agent is a flexible  premium variable
annuity known as the Wells Fargo Advantage Credit Variable  Annuity,  which will
be offered only in the Territory shown in Exhibit A.

COMMISSION:

The  commission  payable for  contracts  described in this  Addendum  will be as
follows:

     (a)  ____% gross of all premiums for issue ages of both owner and annuitant
          not exceeding age 80 (qualified or non-qualified).

     (b)  ____% gross of all premiums for issue ages of both owner and annuitant
          of 81-85 (qualified or non-qualified).

     (c)  No commission is payable for policies described in this Addendum where
          the  issue  age of  either  the  annuitant  or  owner  exceeds  age 85
          (qualified  or  non-qualified  No commission is payable on the sale of
          Products under this Agreement if that sale involves  replacement of an
          asset or  investment  issued  by  Company  or by any  other  insurance
          company owned or controlled by American Express Company.

CHARGEBACK:
In the event of the surrender of an annuity within forty days of the issue date,
there  will be a  chargeback  of all  commissions  paid with  respect to premium
received  in  accordance  with the  following  schedule.  After this "free look"
period, no chargebacks will be assessed.


Agreed to on _________________, 1999.

American Enterprise Life Insurance Company     Wells Fargo Securities, Inc.
Company                                        Selling Agency and Selling
                                               Agency's Broker

By:_________________________                   By:_____________________________

Title:______________________                   Title:__________________________

American Express Financial Advisors Inc.
Distributor

By:_________________________

Title:______________________

<PAGE>

Addendum D to Exhibit A
Supplemental Trail Commission

by and between American Enterprise Life Insurance Company ("Company"),  American
Express Service Corporation (Distributor), Wells Fargo Securities, Inc. (Selling
Agency) and Well Fargo Securities, Inc. (Selling Agency's Broker) dated November
15, 1999. This Addendum is effective  November 15, 1999, and applies only to the
sale of the Wells Fargo Advantage Credit Variable Annuity  described in Addendum
C, above.

Supplemental Trail Commission:

1.   In addition to the  compensation  shown in other Addenda to this Agreement,
     Company agrees to pay to Selling Agency a Supplemental  Trail Commission as
     shown in #2, below, subject to all the conditions in #3 below.

2.   Payment.  At the end of each calendar quarter,  Company shall calculate and
     pay the Supplemental Trail Commission as follows:

         Supplemental Trail Compensation = Eligible Value x Annual Rate
                                           ----------------------------
                                                          4
Where:

     A. Annual Rate of the  Supplemental  Trail  Commission is agreed to be ____
basis points, starting in Year 2 of the life of an Eligible Contract.

     B. Eligible Contracts means contracts sold to customers under this Addendum
A to this Agreement  which have reached their first  contract  anniversary as of
the calendar quarter end.

     C. Eligible Value means accumulation value (including earnings accrued), as
of the  quarter  end for  which  the  Supplemental  Trail  Commission  is  being
calculated,  of all Eligible  Contracts for which Option B or C, above, has been
selected.  Each option's trail will be calculated separately.  Trail checks will
be made  payable to the  Selling  Agency,  and will be sent  directly to Selling
Agency for distribution.

3.   Conditions of Payment:

     A. Payment for each quarter's Supplemental Trail Commission shall be final,
and no credits or additions or adjustments  shall be made to it. Each quarter is
evaluated  independently.  Chargebacks  will be accounted  for in the quarter in
which the contract is returned to the Company.

     B. Company will supply  supporting  information for the calculation,  along
with  payment,  to Selling  Agency  within 45  business  days of the end of each
calendar quarter.

     C. The  Supplemental  Trail  Commission does not apply to sales outside the
Territory  or to sales  which are  otherwise  excluded  from  normal  commission
payments  under  Exhibit A and/or  any other  Addenda to this  Agreement  (e.g.,
unlicensed  sales,  sales for  which  Selling  Agency  could  not  otherwise  be
compensated, etc.).

     D. In the event that  notice of  termination  of this entire  Agreement  is
given  by any  party  hereto,  the  obligation  to pay  the  Supplemental  Trail
Commission  will  survive  for  three  years  from  the  effective  date of such
termination. No Supplemental Trail Commission will be payable for the quarter in
which that third anniversary of termination occurs, or thereafter.

<PAGE>

     E. Subject to Condition D above, Supplemental Trail Commission will be paid
to the Selling Agency for as long as each Eligible Contract  continues to remain
an Eligible  Contract as herein  defined,  and for as long as the Selling Agency
continues to be licensed as an insurance agency and appointed with Company.

     F. The obligation to pay Supplemental Trail Commission runs from Company to
Selling Agency only. All  distribution of Supplemental  Trail  Commission is the
Selling Agency's responsibility. No claim made by or on behalf of any individual
representative for Supplemental Trail Commission will be honored by Company, and
no expense, including (without limitation) attorney fees, that an Selling Agency
or a  representative  may incur to  determine  the  individual  representative's
entitlement to Supplemental Trail Commission,  will be absorbed by or reimbursed
by Company.

     G. In all cases,  the  amount of  commission  described  above is the total
compensation   available  for   distribution   from  Company,   or  any  of  its
subsidiaries,  affiliates,  or other  related  entities  owned or  controlled by
American  Express  Company,  whether  under  this  Agreement  or under any other
agreement  between or among Company,  Selling  Agency,  or any other party.  See
Addendum A, above, for details of payment of commission at time of sale.

Agreed to on ___________________, 1999.

American Enterprise Life Insurance Company  Wells Fargo Securities, Inc.
Company                                     Selling Agency and Selling Agency's
                                            Broker

By:__________________________               By:________________________________

Title:_______________________               Title:_____________________________

Date:________________________               Date:______________________________


American Express Financial Advisors Inc.
Distributor

By:__________________________

Title:_______________________

Date:________________________

<PAGE>

EXHIBIT B TO SELLING AGENCY AGREEMENT
FOR THE SALE OF VARIABLE ANNUITIES
(for use if Payment Options 4.5.3 or 4.5.4 appear on Exhibit A)

     The Selling Agency  Agreement  between  American  Enterprise Life Insurance
Company ("Company"),  American Express Financial Advisors Inc.  ("Distributor"),
SA ("Selling Agency") and Broker_Dealer  ("Broker-Dealer")  dated Effective_Date
("Agreement")  is  hereby  amended  as  follows.  This  Amendment  is  effective
Addendum_Effective_D.

     The  purpose  of  this  Amendment  is  to  modify   Selling   Agency's  and
Broker-Dealer's  obligations  and duties under the Agreement with respect to the
process for remitting  premiums to Company to enable Authorized  Selling Firm to
use the services of a third party,  _____(Full  name of Clearing  Broker,  City,
State)_____  ("Clearing  Broker").  To the extent there are any  inconsistencies
between the Agreement and this Amendment,  the provisions  contained herein will
supersede the Agreement.

Section 4.4,  Supervision and  Administration,  is amended to replace subsection
4.4.8 (a) with the  following:  4.4.8(a)  Authorized  Selling Firm will instruct
customers  to pay  their  premiums  for the  Products,  by check  or bank  draft
authorization  or wire  transfer,  with funds to the order of Selling  Agency in
accordance with Section 4.5, "Collection and Submission of Premiums."

Section 4.8, Accurate Record,  Audit,  shall be amended by adding the following,
at the end of the Section: Company will have the right to audit the books of the
Authorized  Selling  Firm and  Authorized  Selling  Firm  will  obtain  Clearing
Broker's consent for Company to audit the books of Clearing Broker, with respect
to any premium remittance,  or the premium remittance process, insofar as either
involves the Clearing Broker.

Section 4 of the  Agreement  is hereby  amended by  inserting a new  subsection,
4.13, Compensation to Clearing Broker:

4.13 Compensation to Clearing Broker.  Authorized  Selling Firm agrees that they
will only pay Clearing Broker for the services  authorized herein on a fixed fee
basis. Such fee may be paid on a per-transaction  basis only if it is reasonable
in relation to the services rendered, and only if prior written authorization is
obtained from the Company.  Authorized Selling Firm will not pay Clearing Broker
a commission or use any form of compensation  where the Clearing Broker's fee is
determined  by the dollar  amount of any given  purchase of any Product,  unless
Clearing Broker is separately  licensed by appropriate state insurance licensing
authorities and appointed to sell Products.

Section 4 of the  Agreement  is hereby  amended by  inserting a new  subsection,
Section   4.14,   Representations   and   Warranties   of  Selling   Agency  and
Broker-Dealer:

4.14  Representations and Warranties of Selling Agency and Broker-Dealer:

     4.14.1 Authorized Selling Firm represents and warrants that Clearing Broker
          is the  designated  receiver of premium  payments on variable  annuity
          products sold by Selling Agency.

     4.14.2 Authorized  Selling Firm represents and warrants that  Broker-Dealer
          has executed an agreement with the Clearing Broker for the clearing of
          premiums which satisfies all requirements of the National  Association
          for Securities Dealers, Inc.

     4.14.3 Authorized  Selling Firm represents and warrants that it will ensure
          that activities of the Clearing Broker in connection with the Products
          will be limited to those  specified  in this  Amendment,  and that all
          such activities will be performed in accordance with applicable  state
          and federal laws and regulations.  Selling Agency and/or Broker-Dealer
          must obtain  Company's  prior written  agreement if the  activities of
          Clearing Broker are modified in any way.

Section  7.1,  Indemnification  of Company,  is amended by adding the  following
subsection:  Section  7.1.4 The acts or omissions of the Clearing  Broker or any
employee or agent of Clearing Broker while performing the activities  covered by
this  Agreement.  The indemnity  obligation of this paragraph will extend to any
regulatory penalties incurred by Company as a result of said activities.

<PAGE>

EXHIBIT C
Affiliate Participation Agreement

SAAffiliate1  ("Affiliate")  agrees to act as an Affiliate of Selling Agency and
American  Enterprise  Life  Insurance  Company  ("Company")  agrees  to  appoint
Affiliate in the  jurisdiction in the Territory  identified on Exhibit A and for
the Products identified on Exhibit A in accordance with the terms and conditions
of the Selling  Agreement  between  Selling Agency,  Broker-Dealer,  Company and
Distributor dated Effective_Date ("Agreement"),  incorporated herein by this
reference, as it may be amended from time to time.

Affiliate acknowledges, warrants, covenants and agrees that:

     1.   All  terms  used  herein  shall  have  the  definitions  used  in  the
          Agreement.

     2.   Affiliate  assumes all of the duties and  responsibilities  of Selling
          Agency  as  an  insurance  agency  under  the  Agreement  except  that
          Affiliate's rights,  duties and responsibilities  shall only extend to
          the   jurisdictions  in  the  Territory  on  Exhibit  A  and  Products
          identified on Exhibit A.

     3.   Affiliate and Selling Agency are jointly and severally  liable for the
          performance  of  Affiliates  duties  and  responsibilities  under  the
          Agreement in the jurisdictions in the Territory  identified on Exhibit
          A.

     4.   Affiliate warrants that it has the licenses required to sell annuities
          and perform the duties and  responsibilities of an insurance agency in
          the jurisdictions in the Territory identified on Exhibit A.

     5.   Selling Agency,  by this  appointment,  agrees that it will forward to
          Affiliate any notices from Company which affect  Affiliate.  Affiliate
          agrees  that  notice  from  Company  to  Selling  Agency  is valid and
          effective notice to it.

     6.   All  other  provisions  of the  Agreement  will  apply  to and  govern
          Affiliate's  activities  pursuant  to  this  Affiliate   Participation
          Agreement,  including,  but not limited to the  provisions  concerning
          amendments to the Agreement.

     7.   Selling Agency is authorized to execute amendments to the Exhibits and
          Addenda on behalf of Selling  Agency and Affiliate and Affiliate  will
          accept,  agree to and  perform  its  duties  as  Affiliate  under  the
          Agreement  in  accordance  with all  such  amendments  upon  receiving
          written notice thereof from Selling Agency,  provided that any term of
          such an amendment which would be  inconsistent  with the terms of this
          Affiliate  Participation  Agreement  will  require an amendment of the
          Affiliate  Participation  Agreement in order to bind Affiliate to that
          term.

     8.   This Affiliate Participation Agreement may be terminated in accordance
          with the termination provision of the main Agreement.

IN WITNESS  WHEREOF  Affiliate  and Selling  Agency  have signed this  Affiliate
Participation Agreement as of ______________________.

SAAffiliate1                                  SA
Affiliate                                     Selling Agency

By:_____________________                      By:______________________________
Title:__________________                      Title:___________________________

Send complete form to:
American Enterprise Life Insurance Company
80 South 8th Street, Minneapolis, MN  55402, Attn:   Contract Manager, Unit 1818

Accepted and appointment of Affiliate made on______________  By:  ______________
For American Enterprise Life Insurance Company



Deferred Annuity Contract

Administrative Offices:
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440

American
Enterprise
Life

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  of
Indianapolis, Indiana, as of the contract date.

ACCUMULATION  VALUES AND ANNUITY PAYMENTS,  WHEN BASED ON THE INVESTMENT RESULTS
OF THE SEPARATE  ACCOUNT,  ARE VARIABLE  AND NOT  GUARANTEED  AS TO FIXED DOLLAR
AMOUNT. SEE PAGE 12 FOR VARIABLE PROVISIONS.

PAYMENTS  AND VALUES  BASED ON THE  GUARANTEE  PERIOD  ACCOUNTS ARE SUBJECT TO A
MARKET VALUE ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN UPWARD AND
DOWNWARD  ADJUSTMENTS  IN AMOUNTS  PAYABLE TO AN OWNER OR  ANNUITANT,  INCLUDING
WITHDRAWALS,  TRANSFERS AND AMOUNTS APPLIED TO PURCHASE AN ANNUITY.  SEE PAGE 14
FOR MARKET VALUE ADJUSTMENT 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, including any Market Value Adjustment,  if applicable,  at the end of the
Valuation  Period during which we receive the contract;  and (2) any premium tax
charges paid. This contract will then be considered void from its start.



Secretary                  President



o        Flexible Purchase Payments
o        Investment Experience Reflected in Benefits
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



<PAGE>

<TABLE>
<CAPTION>
<S>                                           <C>
                                                CONTRACT DATA

Contract Number:           [9920-SAMPLE]        Contract Date:            [November 1, 1999]
Initial Purchase Payment:  [$10,000]            Retirement Date:          [November 1, 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 one year fixed account,  guarantee period accounts 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 9.
<TABLE>
<CAPTION>

                           Purchase Payment                                     Purchase Payment
Allocation                 Allocation Percentage           Allocation           Allocation Percentage
<S>                       <C>                            <C>                   <C>

AEL One Year Fixed Account         [%]                    [Fund 14                      [%
                                                           Fund 15                       %
[2 Year Guarantee Period Account      [%                   Fund 16                       %
3 Year Guarantee Period Account        %                   Fund 17                       %
4 Year Guarantee Period Account        %                   Fund 18                       %
5 Year Guarantee Period Account        %                   Fund 19                       %
6 Year Guarantee Period Account        %                   Fund 20                       %
7 Year Guarantee Period Account        %                   Fund 21                       %
8 Year Guarantee Period Account        %                   Fund 22                       %
9 Year Guarantee Period Account        %                   Fund 23                       %
10 Year Guarantee Period Account]      %]                  Fund 24                       %
                                                           Fund 25                       %
                                                           Fund 26                       %
[Fund 1                               [%                   Fund 27                       %
Fund 2                                 %                   Fund 28                       %
Fund 3                                 %                   Fund 29                       %
Fund 4                                 %                   Fund 30                       %
Fund 5                                 %                   Fund 31                       %
Fund 6                                 %                   Fund 32                       %
Fund 7                                 %                   Fund 33                       %
Fund 8                                 %                   Fund 34                       %
Fund 9                                 %                   Fund 35                       %
Fund 10                                %                   Fund 36                       %
Fund 11                                %                   Fund 37                       %
Fund 12                                %                   Fund 38                       %
Fund 13]                               %]                  Fund 39]                      %]


</TABLE>

<PAGE>


                                CONTRACT DATA - Continued


Contract Number:  [9920-SAMPLE]    Contract Date:             [November 1, 1999]

[Enhanced Death Benefit Rider Attached]

[Guaranteed Minimum Income Benefit Rider Attached         Annual Charge of  .30%
"Subaccount Limitation under the Guaranteed Minimum Income
 Benefit:  We reserve the right to limit the amount in the Wells Fargo
 Money Market Fund to (10%) of the total amount in the subaccounts."]

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                       [8.0% of purchase payment withdrawal
                  2                        8.0% of purchase payment withdrawal
                  3                        7.0% of purchase payment withdrawal
                  4                        6.0% of purchase payment withdrawal
                  5                        5.0% of purchase payment withdrawal
                  6                        4.0% of purchase payment withdrawal
                  7                        2.0% of purchase payment withdrawal
                 Thereafter]               0.0% of purchase payment withdrawal]


You may  withdraw the greater of 15 percent of your prior  contract  anniversary
contract  value or contract  earnings  each  contract  year without  incurring a
withdrawal  charge.  Refer to the  withdrawal  charge  provision  on Page 14 for
additional withdrawal charge information.

Mortality and Expense Risk Charge:  [1.30%]           See page 13.

Variable Account Administrative Charge:     .15%       See page 13.

Contract Administrative Charge:     $30.   See page 11.


The Maximum Total Purchase Payment:
$1,000,000 for issue ages through age 85


The Minimum Additional Purchase Payment is $100.

The  Guaranteed  Minimum  Effective  Interest Rate to be credited to the AEL One
Year Fixed Account and Guarantee Period Account(s) is 3%.

Market Value Adjustment
All payments and values based on the Guarantee  Period Accounts are subject to a
Market Value Adjustment formula, the operation of which may result in upward and
downward adjustments in amounts payable. See page 14.

<PAGE>

Guide to Contract Provisions



Definitions                         Important words and meanings...........Page


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

Ownership and Beneficiary           Owner rights; Change of ownership;
                                    Beneficiary; Change of Beneficiary;
                                    Assignment .....Page

Payments to Beneficiary             Describes options and amounts payable upon
                                    death..................................Page

Purchase Payments                   Purchase payments amounts; Payment limits;
                                    Allocations of purchase payments ......Page

Contract                            Value   Describes  the  fixed  and  variable
                                    account  contract  values;  Interest  to  be
                                    credited;  Contract  administrative  charge;
                                    Premium taxes; Transfers of contract values;
                                    Dollar Cost Averaging
                                    Program ...............................Page

Fixed                               and Variable  Accounts  Describes  the fixed
                                    account;    Describes    Guarantee    Period
                                    Accounts;     Describes     the     variable
                                    subaccounts,  accumulation units and values;
                                    Net investment factor; Mortality and expense
                                    risk charge; Variable account
                                    administrative charge; Annuity unit
                                    value .................................Page

Withdrawal Provisions               Contract withdrawal for its withdrawal
                                    value; Rules for withdrawal; Market Value
                                    Adjustment.............................Page

Annuity Provisions                  When annuity payments begin; Different ways
                                    to receive annuity payments; Determination
                                    of payment amounts ....................Page

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

<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 Annuity
A fixed  annuity is an annuity with  payments  which are  guaranteed by us as to
dollar amount during the annuity payment period.

One Year Fixed Account
It is an  account  to which you may  allocate  purchase  payments  and  contract
values.  Amounts you  allocate  to the one year fixed  account  earn  guaranteed
interest rates that we declare periodically.

Guarantee Period Accounts
These are  fixed  accounts  to which  you may  allocate  purchase  payments  and
contract  values.  Guaranteed  Period  Accounts have  guaranteed  interest rates
declared  periodically  with  guarantee  periods  ranging  from  2 to 10  years.
Withdrawals or transfers from a Guarantee Period Account prior to the end of the
specified term will receive a Market Value Adjustment which may result in a gain
or loss of principal.

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).

Market Value Adjustment
A positive or negative  adjustment assessed if any portion of a Guarantee Period
Account is withdrawn or transferred prior to the end of its guaranteed period.

<PAGE>

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
Consists of separate subaccounts to which you may allocate purchase payments and
contract  values;  each  invests  in  shares  of one  fund.  The  value  of your
investment in each  subaccount  changes with the  performance  of the particular
fund.

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  or riders 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
other  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.

<PAGE>

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  is  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
A death benefit is payable to the  beneficiary  upon the earlier death of you or
the annuitant while this contract is in force and prior to annuitization.

We will pay the beneficiary the greatest of the following amounts:

1.       the contract value; or

2.       the total payments made to the contract minus adjustments
         for partial withdrawals; or

3.       the highest  contract  value on any prior contract  anniversary  before
         either  your  or the  annuitant's  81st  birthday,  plus  any  purchase
         payments made since that contract anniversary and less any "adjustments
         for partial withdrawals" since that contract anniversary.  After either
         your or the annuitant's 81st birthday,  this value will only change due
         to additional payments or "adjustments for partial withdrawals".

Adjustments for Partial Withdrawals
Adjustments for partial  withdrawals are calculated for each partial  withdrawal
as the product of (a) times (b) where:

         (a) is  the  ratio  of  the  amount  of  the  partial   withdrawal
             (including  any  withdrawal  charges) to the contract value on
             the date of (but prior to) the partial withdrawal; and

         (b) is the death  benefit  on the date of (but  prior  to) the  partial
             withdrawal.

Any amounts  payable or applied by us as described in the sections below will be
based on the contract  values as of the valuation  date on or next following the
date on which due proof of death is received at our administrative office.

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 the 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 701/2,  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 701/2,  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.

<PAGE>

Election by the spouse to continue the contract must be made by written  request
within 60 days  after we  receive  proof of death.  Upon such  continuation  the
contract  value shall be equal to the death  benefit that would  otherwise  have
been paid.  Withdrawal  charges under the continued contract shall only apply to
additional purchase payments.

Death After Annuitization
If you or the  annuitant  die after  annuitization,  the  amount  payable to the
beneficiary,  if any,  will be as 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.

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 contribution 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(s) and variable  subaccounts.  Your choice for the fixed  account(s) 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.

If purchase  payments are  allocated to a Guarantee  Period Fixed  Account,  the
period you select will determine the guaranteed  interest rate  applicable  that
will be payable for the guaranteed period.

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

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(s)  will  be  deducted  to  equal  such  amount.   For
withdrawals,  deductions  will be made  from  the  fixed  account(s)or  variable
subaccounts that you specify.  Otherwise,  the number of units from the variable
subaccounts  and the amount  from the fixed  account(s)  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 and any contract
         value credits 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 is comprised of the One Year Fixed  Account and the Guarantee
Period Accounts.

The fixed account contract value at any time will be:

1. the sum of all  purchase  payments  allocated to the fixed  account(s),  plus
   interest credited; plus

2. any amounts transferred to the fixed account(s) from any variable subaccount,
   plus interest credited; less

3. any amounts transferred from the fixed account(s) to any variable subaccount;
   less

4. any amounts deducted for charges, market value adjustments 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.

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,  the one-year  fixed account and guarantee  period  accounts in the
same proportion your interest in each bears to the total contract value.

<PAGE>

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 a 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 one-year  fixed account to one or more of the
         variable  subaccounts or Guarantee Period Accounts.  If such a transfer
         is made,  no  transfers  from any variable  subaccount  to the one-year
         fixed account may be made for six months after such a transfer.

3.       You may transfer  values from your Guarantee  Period  Accounts to other
         accounts at any time.  Any transfer  prior to the end of the applicable
         guarantee period will be subject to a market value adjustment.

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 $500, or if less,  the entire value in the  subaccount or in the fixed
account(s)  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.

Dollar Cost Averaging Program
You may  authorize the transfer of an amount,  at the interval  selected by you,
from the DCA Fixed Account Option to any variable  subaccount.  All amounts that
are allocated to a DCA Fixed Account Option will be transferred out in specified
amounts  within the specified DCA Fixed Account  period from either the one-year
Fixed  Account or the 2-year  Guarantee  Period  Account  (without  market value
adjustment).  The values credited and applied to your contract are determined on
each date of transfer.  You may terminate  the DCA Fixed  Account  Option at any
time. Upon termination any amount remaining in the DCA Fixed Account Option will
be transferred to the one-year Fixed Account. We reserve the right to change the
terms and conditions of the DCA program at any time.


<PAGE>

Fixed and Variable Accounts

The Fixed Account
The fixed  account is comprised of the One Year Fixed  Account and the Guarantee
Period Accounts.

One Year Fixed Account

The One Year Fixed  Account  is our  general  account.  It is made up of all our
assets other than those in:

1. The Variable Account; and
2. Any other segregated asset accounts, including the Guarantee Period Accounts.

We back the  principal  and interest  guarantees  relating to the One Year Fixed
Account.  Purchase  payments and transfers to the One Year Fixed Account  become
part of our general account.

Guarantee Period Accounts

The  Guarantee  Period  Accounts are part of a  "nonunitized"  segregated  asset
account  (Separate  Account).  We have  established the separate account for the
purpose of  facilitating  accounting  and  investment  processes we undertake in
offering  guaranteed  interest  for periods you can select  ranging from 2 to 10
years.  This separate account may not be charged with liabilities from any other
separate  account or our general  account.  We back the  principal  and interest
guarantees relating to the Guarantee Period Accounts.  The minimum investment in
any Guarantee Period Account is $1,000.

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 our 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.

<PAGE>

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 and other charges) from the
         subaccount; and

3.       contract  administrative  charge or any  rider  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 or other charges or contract administrative charges.

Variable Account Accumulation Unit Value
The value of an accumulation  unit for each of the variable  subaccounts was set
at $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 dividend 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

<PAGE>

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.  Based on the  benefits you elected,  the charge
ranges  from 1.05% to 1.50% on an annual  basis of the daily net asset  value of
the subaccounts. The mortality and expense risk for your contract is shown under
Contract  Data.  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 18.


<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  $500.  Each  variable
         subaccount value and the fixed account value after a partial withdrawal
         must be either $0 or at least $50.

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(s)  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.       plus or minus any applicable market value adjustment;

3.       minus the full $30 contract administrative charge;

4.       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  that are still in the  withdrawal
charge  period  indicated  under  Contract  Data.  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 totalling the
withdrawal charges.


<PAGE>

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 as shown on the Contract Data pages.

Market Value Adjustment
With respect to the Guarantee Period Accounts, any amount withdrawn, transferred
or  annuitized  prior to the end of that  guarantee  period  may be subject to a
Market Value  Adjustment.  The Market Value  Adjustment  will be  calculated  by
multiplying  the amount  withdrawn,  transferred  or  annuitized  by the formula
described below:

Amount    x     (        1 + i          )    n/12
                 -----------------------
                   (    1 + j + .001   )

Where:   i     =      rate earned in the account from which funds are being
                      transferred

         j     =      current rate for a new Guarantee Period equal to the
                      remaining term in the current Guarantee Period

         n     =      number of months remaining in the current Guarantee Period
                     (rounded up)

There will be no Market Value  Adjustment on withdrawals  from Guarantee  Period
Account(s) in the following situations: (1) Death Benefit; (2) amounts withdrawn
to pay  fees or  charges;  (3)  amounts  withdrawn  from  the  Guarantee  Period
Account(s)  within 30 days  after the end of the  Guarantee  Period;  and (4) on
amounts transferred from the DCA Fixed Account(s) Option.

Waiver of Withdrawal Charges
Withdrawal charges are waived for all of the following.

1.       In each contract year, the greater of:

     a.   Withdrawals  during the year totaling up to 15% 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.

<PAGE>

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  15%  of  your  prior  contract  anniversary
         contract value not previously  withdrawn during this contract year. (No
         withdrawal charge.)

2.       Next,  withdrawals are from amounts representing contract earnings - if
         any - in excess of the annual 15% free withdrawal  amount. In the first
         contract year, amounts representing  contract earnings - if any - shall
         be withdrawn first. (No withdrawal charge.)

3.       Next,  withdrawals  are from purchase  payments  received  prior to the
         withdrawal charge period shown in the schedule under contract Data, and
         not previously withdrawn. (No withdrawal charge.)

4.       Last,  withdrawals are from purchase  payments  received that are still
         within  the  withdrawal  charge  period  shown  in the  schedule  under
         Contract Data. We withdraw  these  payments 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  reasonably  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, less any applicable Market Value
Adjustment will be applied to make annuity  payments.  The first 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 701/2.

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.


<PAGE>

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.

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 One Year  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.  The  Guarantee  Period  Accounts are not
available after 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 19.

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 18.


<PAGE>

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 5% 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 A - Dollar Amount of First Monthly Variable Annuity Payment
           Per $1,000 Applied
<TABLE>
<CAPTION>

                           Plan A                    Plan B                     Plan C           Plan D
- - - --------------------------------------------------------------------------------------------------------------------------
<S>     <C>     <C>       <C>     <C>      <C>      <C>      <C>      <C>      <C>     <C>     <C>      <C>
Age                        Life Income      Life Income with                    Life Income      Joint & Survivor
at       Beginning         Non-Refund       Five Years        Ten Years         Fifteen Years Installment Non-Refund
Annui-   In                                 Certain           Certain           Certain Refund   Male & Female
tization Year     Male     Female   Male    Female   Male     Female   Male     Female  Male     Female   Same Age

Age 65   2005     6.49     5.85     6.44    5.83     6.29     5.77     6.06     5.66    6.13     5.67     5.34
         2010     6.40     5.78     6.35    5.76     6.22     5.71     6.00     5.61    6.06     5.61     5.30
         2015     6.31     5.72     6.27    5.70     6.15     5.65     5.95     5.56    6.00     5.56     5.25
         2020     6.23     5.66     6.19    5.64     6.08     5.60     5.90     5.52    5.93     5.51     5.21
         2025     6.15     5.60     6.12    5.59     6.01     5.54     5.84     5.47    5.88     5.47     5.18
         2030     6.08     5.55     6.05    5.53     5.95     5.50     5.80     5.43    5.82     5.43     5.14

Age 70   2005     7.41     6.54     7.29    6.50     6.98     6.36     6.54     6.14    6.79     6.22     5.85
         2010     7.28     6.45     7.17    6.41     6.88     6.28     6.48     6.08    6.70     6.15     5.78
         2015     7.16     6.35     7.06    6.32     6.80     6.21     6.42     6.03    6.61     6.08     5.72
         2020     7.04     6.27     6.95    6.24     6.71     6.14     6.37     5.97    6.53     6.01     5.66
         2025     6.93     6.19     6.85    6.16     6.63     6.07     6.31     5.92    6.45     5.95     5.61
         2030     6.83     6.11     6.76    6.09     6.55     6.01     6.26     5.87    6.38     5.90     5.56

Age 75   2005     8.67     7.58     8.42    7.47     7.78     7.15     7.02     6.70    7.65     6.99     6.59
         2010     8.49     7.43     8.26    7.34     7.68     7.05     6.97     6.63    7.53     6.89     6.49
         2015     8.32     7.30     8.11    7.21     7.58     6.96     6.91     6.57    7.42     6.80     6.40
         2020     8.16     7.18     7.97    7.10     7.48     6.87     6.86     6.51    7.31     6.71     6.31
         2025     8.00     7.06     7.83    6.99     7.38     6.78     6.81     6.46    7.21     6.62     6.24
         2030     7.86     6.95     7.70    6.89     7.29     6.70     6.75     6.40    7.12     6.55     6.16

Age 85   2005     13.01    11.44    11.71   10.69    9.46     9.09     7.69     7.60    10.30    9.50     9.30
         2010     12.65    11.12    11.48   10.45    9.38     9.00     7.67     7.58    10.11    9.32     9.09
         2015     12.31    10.82    11.26   10.23    9.30     8.90     7.66     7.56    9.93     9.15     8.90
         2020     11.99    10.55    11.04   10.02    9.22     8.80     7.64     7.53    9.76     9.00     8.72
         2025     11.70    10.29    10.84    9.83    9.15     8.71     7.62     7.51    9.60     8.85     8.55
         2030     11.42    10.06    10.64    9.64    9.07     8.62     7.61     7.48    9.45     8.72     8.40

Table A above is based on the "1983 Individual Annuitant Mortality Table A" with
100% Projection Scale G and a 5% 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 5% assumed investment return.
</TABLE>

<PAGE>


Plan E - Dollar Amount of First Monthly Variable Annuity Payment
         Per $1,000 Applied
<TABLE>
<CAPTION>
- - - ---------------------------------------------------------------------------------------------------
<S>            <C>               <C>             <C>               <C>             <C>
Years Payable   Monthly Payment   Years Payable   Monthly Payment   Years Payable   Monthly Payment
      10             10.51             17               7.20             24             5.88
      11              9.77             18               6.94             25             5.76
      12              9.16             19               6.71             26             5.65
      13              8.64             20               6.51             27             5.54
      14              8.20             21               6.33             28             5.45
      15              7.82             22               6.17             29             5.36
      16              7.49             23               6.02             30             5.28

</TABLE>

<PAGE>


 Table B - Dollar Amounts of Each Monthly Fixed Dollar Annuity Payment
           Per $1,000 Applied
<TABLE>
<CAPTION>

                  Plan A                    Plan B                      Plan C                            Plan D
- - - ----------------------------------------------------------------------------------------------------------------------------
<S>    <C>      <C>       <C>      <C>     <C>     <C>       <C>      <C>      <C>     <C>      <C>      <C>
Settlement        Life Income       Life Income with                                  Life Income         Joint & Survivor
Beginning         Non-Refund        Five Years       Ten Years         Fifteen Years  Installment         Non-Refund
Settlement  In                      Certain          Certain           Certain           Refund           Male & Female
Age      Year     Male     Female   Male    Female   Male     Female   Male     Female  Male     Female   Same Age

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
3.0% with 100%  Projection  Scale G.  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 3.0% annual
effective interest rate.
</TABLE>


Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment
         Per $1,000 Applied
<TABLE>
<CAPTION>
- - - ---------------------------------------------------------------------------------------------------
<S>            <C>               <C>            <C>               <C>             <C>
Years Payable   Monthly Payment   Years Payable  Monthly Payment   Years Payable   Monthly Payment
     10             9.61                17             6.23              24            4.84
     11             8.86                18             5.96              25            4.71
     12             8.24                19             5.73              26            4.59
     13             7.71                20             5.51              27            4.47
     14             7.26                21             5.32              28            4.37
     15             6.87                22             5.15              29            4.27
     16             6.53                23             4.99              30            4.18

</TABLE>

<PAGE>

        Deferred Annuity Contract
        --------------------------------------------------- -------------------

                                                        Administrative Offices:
                                                        80 South Eighth Street
                                                        P.O. Box 534
              American                                  Minneapolis, MN 55440
              Enterprise
              Life

        o        Flexible Purchase Payment
        o        Investment Experience Reflected in Benefits
        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



Deferred Annuity Contract

Administrative Offices:
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440

American
Enterprise
Life

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  of
Indianapolis, Indiana, as of the contract date.

ACCUMULATION  VALUES AND ANNUITY PAYMENTS,  WHEN BASED ON THE INVESTMENT RESULTS
OF THE SEPARATE  ACCOUNT,  ARE VARIABLE  AND NOT  GUARANTEED  AS TO FIXED DOLLAR
AMOUNT. SEE PAGE 12 FOR VARIABLE PROVISIONS.

PAYMENTS  AND VALUES  BASED ON THE  GUARANTEE  PERIOD  ACCOUNTS ARE SUBJECT TO A
MARKET VALUE ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN UPWARD AND
DOWNWARD  ADJUSTMENTS  IN AMOUNTS  PAYABLE TO AN OWNER OR  ANNUITANT,  INCLUDING
WITHDRAWALS,  TRANSFERS AND AMOUNTS APPLIED TO PURCHASE AN ANNUITY.  SEE PAGE 14
FOR MARKET VALUE ADJUSTMENT 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,  including  any Market  Value  Adjustment,  if  applicable,  and less any
purchase  payment  credits,  at the end of the Valuation  Period during which we
receive the contract;  and (2) any premium tax charges paid.  This contract will
then be considered void from its start.




Secretary                  President


o        Flexible Purchase Payments
o        Investment Experience Reflected in Benefits
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


<PAGE>



                                              CONTRACT DATA
<TABLE>
<CAPTION>
<S>                                <C>                       <C>                       <C>

Contract Number:                    [9920-SAMPLE]             Contract Date:            [November 1,1999]
Initial Purchase Payment:           [$10,000]                 Retirement Date:          [November 1, 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 one year fixed account,  guarantee period accounts 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 9.

<TABLE>
<CAPTION>
                           Purchase Payment                                     Purchase Payment
Allocation                 Allocation Percentage           Allocation           Allocation Percentage
<S>                       <C>                      <C>                         <C>
AEL One Year Fixed Account            [%]           [Fund 14                    [%
                                                     Fund 15                     %
[2 Year Guarantee Period Account      [%             Fund 16                     %
3 Year Guarantee Period Account        %             Fund 17                     %
4 Year Guarantee Period Account        %             Fund 18                     %
5 Year Guarantee Period Account        %             Fund 19                     %
6 Year Guarantee period Account        %             Fund 20                     %
7 Year Guarantee Period Account        %             Fund 21                     %
8 Year Guarantee Period Account        %             Fund 22                     %
9 Year Guarantee Period Account        %             Fund 23                     %
10 Year Guarantee Period Account]      %]            Fund 24                     %
                                                     Fund 25                     %
                                                     Fund 26                     %
[Fund 1                               [%             Fund 27                     %
Fund 2                                 %             Fund 28                     %
Fund 3                                 %             Fund 29                     %
Fund 4                                 %             Fund 30                     %
Fund 5                                 %             Fund 31                     %
Fund 6                                 %             Fund 32                     %
Fund 7                                 %             Fund 33                     %
Fund 8                                 %             Fund 34                     %
Fund 9                                 %             Fund 35                     %
Fund 10                                %             Fund 36                     %
Fund 11                                %             Fund 37                     %
Fund 12                                %             Fund 38                     %
Fund 13]                               %]            Fund 39]                    %]

</TABLE>

         Purchase Payment Credits

Cumulative Net Purchase Payment Amount    Net Purchase Payment Credit Percentage

           [$0  - $9,999.99                                            [1%
            $10,000  - $999,999.99                                      2%
         $1,000,000  - $4,999,999.99                                    3%
            $5,000,000 + ]                                              4%]

Purchase payment credits are not vested until [ 12 months ] after being credited
in the  case of a free  look  cancellation,  a  death  claim  payment  or a full
withdrawal not subject to withdrawal charges.


<PAGE>

                                        CONTRACT DATA - Continued

Contract Number:  [9920-SAMPLE]    Contract Date:             [November 1, 1999]

[Enhanced Death Benefit Rider Attached]

[Guaranteed Minimum Income Benefit Rider Attached          Annual Charge of .30%
"Subaccount Limitation under the Guaranteed Minimum Income
 Benefit:  We reserve the right to limit the amount in the Wells Fargo
Money Market Fund to (10%) of the total amount in the subaccounts."]

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 [eight years]
before withdrawal.

        Years From Payment Receipt                   Withdrawal Charge

                   [1                      [8.0% of purchase payment withdrawal
                    2                       8.0% of purchase payment withdrawal
                    3                       8.0% of purchase payment withdrawal
                    4                       8.0% of purchase payment withdrawal
                    5                       8.0% of purchase payment withdrawal
                    6                       6.0% of purchase payment withdrawal
                    7                       4.0% of purchase payment withdrawal
                    8                       2.0% of purchase payment withdrawal
                Thereafter]                 0.0% of purchase payment withdrawal]


You may  withdraw the greater of 10 percent of your prior  contract  anniversary
contract  value or contract  earnings  each  contract  year without  incurring a
withdrawal  charge.  Refer to the  withdrawal  charge  provision  on Page 14 for
additional withdrawal charge information.

Mortality and Expense Risk Charge:  [1.35%]           See page 13.

Variable Account Administrative Charge:     .15%       See page 13.

Contract Administrative Charge:     $30        See page 11.


The Maximum Total Purchase Payment:
$1,000,000 for issue ages through age 85

The Minimum Additional Purchase Payment is $100.

The  Guaranteed  Minimum  Effective  Interest Rate to be credited to the AEL One
Year Fixed Account and Guarantee Period Account(s) is 3%.

Market Value Adjustment
All payments and values based on the Guarantee Period  Account(s) are subject to
a Market Value Adjustment  formula,  the operation of which may result in upward
and downward adjustments in amounts payable. See page 14.

<PAGE>

Guide to Contract Provisions



Definitions                         Important words and meanings...........Page


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

Ownership and Beneficiary           Owner rights; Change of ownership;
                                    Beneficiary; Change of Beneficiary;
                                    Assignment.............................Page

Payments to Beneficiary             Describes options and amounts payable upon
                                    death..................................Page

Purchase Payments                   Purchase payments amounts; Payment limits;
                                    Allocations of purchase payments, Purchase
                                    Payment Credits........................Page

Contract                            Value   Describes  the  fixed  and  variable
                                    account  contract  values;  Interest  to  be
                                    credited;  Contract  administrative  charge;
                                    Premium taxes; Transfers of contract values;
                                    Dollar Cost Averaging Program..........Page

Fixed and Variable  Accounts        Describes  the fixed account;  Describes
                                    Guarantee    Period Accounts;  Describes
                                    the variable subaccounts,  accumulation
                                    units and values; Net investment factor;
                                    Mortality and expense risk charge; Variable
                                    account administrative charge; Annuity unit
                                    value..................................Page

Withdrawal Provisions               Contract withdrawal for its withdrawal
                                    value; Rules for withdrawal; Market Value
                                    Adjustment.............................Page

Annuity Provisions                  When annuity payments begin; Different ways
                                    to receive annuity payments; Determination
                                    of payment amounts.....................Page

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


<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 Annuity
A fixed  annuity is an annuity with  payments  which are  guaranteed by us as to
dollar amount during the annuity payment period.

One Year Fixed Account
It is an  account  to which you may  allocate  purchase  payments  and  contract
values.  Amounts you allocate to the one year account earn  guaranteed  interest
rates that we declare periodically.

Guarantee Period Account
These are  fixed  accounts  to which  you may  allocate  purchase  payments  and
contract  values.  Guarantee  Period  Accounts have  guaranteed  interest  rates
declared  periodically  with  guarantee  periods  ranging  from  2 to 10  years.
Withdrawals or transfers from a Guarantee Period Account prior to the end of the
specified term will receive Market Value  Adjustment  which may result in a gain
or loss of principal.

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).

Market Value Adjustment
A positive or negative  adjustment assessed if any portion of a Guarantee Period
Account is withdrawn or transferred prior to the end of its guaranteed period.

<PAGE>

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
Consists of separate subaccounts to which you may allocate purchase payments and
contract  values;  each  invests  in  shares  of one  fund.  The  value  of your
investment in each  subaccount  changes with the  performance  of the particular
fund.

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  or riders 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
other  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.

<PAGE>

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  is  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
A death benefit is payable to the  beneficiary  upon the earlier death of you or
the annuitant while this contract is in force and prior to annuitization.

We will pay the  beneficiary  the greatest of the  following  amounts,  less any
purchase payment credits that have not vested;

1.       the contract value; or

2.       the total  payments and purchase  payment  credits made to the contract
         minus adjustments for partial withdrawals; or

3.       the highest  contract  value on any prior contract  anniversary  before
         either  your  or the  annuitant's  81st  birthday,  plus  any  purchase
         payments  and  purchase   payment  credits  made  since  that  contract
         anniversary and less any  "adjustments for partial  withdrawals"  since
         that contract  anniversary.  After either your or the annuitant's  81st
         birthday,  this value will only change due to  additional  payments and
         purchase payment credits or "adjustments for partial withdrawals".

Adjustments for Partial Withdrawals
Adjustments for partial  withdrawals are calculated for each partial  withdrawal
as the product of (a) times (b) where:

     (a)  is the ratio of the amount of the partial  withdrawal  (including  any
          withdrawal  charges) to the  contract  value on the date of (but prior
          to) the partial withdrawal; and

     (b)  is the  death  benefit  on the  date of  (but  prior  to) the  partial
          withdrawal.

Any amounts  payable or applied by us as described in the sections below will be
based on the contract  values as of the valuation  date on or next following the
date on which due proof of death is received at our administrative office.

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 the 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.

<PAGE>

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.

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  701/2,  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 701/2,  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.

<PAGE>

Election by the spouse to continue the contract must be made by written  request
within 60 days  after we  receive  proof of death.  Upon such  continuation  the
contract  value shall be equal to the death  benefit that would  otherwise  have
been paid.  Withdrawal  charges under the continued contract shall only apply to
additional purchase payments.

Death After Annuitization
If you or the  annuitant  die after  annuitization,  the  amount  payable to the
beneficiary,  if any,  will be as 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.

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 contribution 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(s) and variable  subaccounts.  Your choice for the fixed  account(s) 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.

If purchase  payments are  allocated to a Guarantee  Period Fixed  Account,  the
period you select will determine the guaranteed  interest rate  applicable  that
will be payable for the Guarantee Period.

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>

Purchase Payment Credits
We apply an additional  purchase  payment  credit to your contract value for all
net purchase payments you make to this contract.  The purchase payment credit is
a percentage of each net purchase payment which is the purchase payment less the
amount of partial  withdrawals  that  exceed all prior  purchase  payments.  The
percentage  depends  on the amount of  cumulative  purchase  payments  under the
contract less partial withdrawals as shown under Contract Data.

If an additional  purchase payment causes the contract as a whole to be eligible
for a  greater  percentage  credit,  an  additional  credit  on  prior  purchase
payments,  less any partial  withdrawals,  will be  allocated on the date of the
additional  purchase payment.  Such additional credit is calculated to bring the
credit  percentage  on all prior net  purchase  payments to the  current  level.
Purchase  payment  credits will be allocated to the contract value  according to
your then-existing purchase payment allocation instructions.

Any partial  withdrawal reduces the cumulative net purchase payments used as the
basis of the credits on a last-in, first-out basis. Purchase payment credits are
vested as indicated under Contract Data.

<PAGE>

Contract Value

Contract Value

The contract value at any time is the sum of:

1.       the fixed account(s) 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(s)  will  be  deducted  to  equal  such  amount.   For
withdrawals,  deductions  will be made from the  fixed  account(s)  or  variable
subaccounts that you specify.  Otherwise,  the number of units from the variable
subaccounts  and the amount  from the fixed  account(s)  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 and any purchase
         payment credits 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 is comprised of the One Year Fixed  Account and the Guarantee
Period Accounts.

The fixed account contract value at any time will be:

1.       the sum of all purchase payments and any purchase payment credits
         allocated to the fixed account(s), plus interest credited; plus

2.       any  amounts  transferred  to the fixed  account(s)  from any  variable
         subaccount, plus interest credited; less

3.       any amounts transferred from the fixed account(s) to any variable
         subaccount; less

4.       any amounts deducted for charges, market value adjustments 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.

<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,  the one-year  fixed account and guarantee  period  accounts 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 a 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 one-year  fixed account to one or more of the
         variable  subaccounts or Guarantee Period Accounts.  If such a transfer
         is made,  no  transfers  from any variable  subaccount  to the one-year
         fixed account may be made for six months after such a transfer.

3.       You may transfer  values from your Guarantee  Period  Accounts to other
         accounts at any time.  Any transfer  prior to the end of the applicable
         guarantee period will be subject to a market value adjustment.

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 $500, or if less,  the entire value in the  subaccount or in the fixed
account(s)  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>

Dollar Cost Averaging Program
You may  authorize the transfer of an amount,  at the interval  selected by you,
from the DCA Fixed Account Option to any variable  subaccount.  All amounts that
are allocated to a DCA Fixed Account Option will be transferred out in specified
amounts  within the specified DCA Fixed Account  period from either the one-year
Fixed  Account or the 2-year  Guarantee  Period  Account  (without  market value
adjustment).  The values credited and applied to your contract are determined on
each date of transfer.  You may terminate  the DCA Fixed  Account  Option at any
time. Upon termination any amount remaining in the DCA Fixed Account Option will
be transferred to the one-year Fixed Account. We reserve the right to change the
terms and conditions of the DCA program at any time.

<PAGE>

Fixed and Variable Accounts

The Fixed Account
The fixed  account is comprised of the One Year Fixed  Account and the Guarantee
Period Accounts.

One Year Fixed Account

The One Year Fixed  Account  is our  general  account.  It is made up of all our
assets other than those in:

1. The Variable Account; and
2. Any other segregated asset accounts, including the Guarantee Period Accounts.

We back the  principal  and interest  guarantees  relating to the One Year Fixed
Account.  Purchase  payments and transfers to the One Year Fixed Account  become
part of our general account.

Guarantee Period Accounts

The  Guarantee  Period  Accounts are part of a  "nonunitized"  segregated  asset
account  (Separate  Account).  We have  established the separate account for the
purpose of  facilitating  accounting  and  investment  processes we undertake in
offering  guaranteed  interest  for periods you can select  ranging from 2 to 10
years.  This separate account may not be charged with liabilities from any other
separate  account or our general  account.  We back the  principal  and interest
guarantees relating to the Guarantee Period Accounts.  The minimum investment in
any Guarantee Period Account is $1,000.

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 our 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.

<PAGE>

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 and any purchase payment credits 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 and other charges) from the
         subaccount; and

3.       contract  administrative  charge or any  rider  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 or other charges or contract administrative charges.

Variable Account Accumulation Unit Value
The value of an accumulation  unit for each of the variable  subaccounts was set
at $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 dividend 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.

<PAGE>

Mortality and Expense Risk Charge
In  calculating  unit values we will deduct a mortality  and expense risk charge
from the variable  subaccounts.  Based on the  benefits you elected,  the charge
ranges  from 1.10% to 1.55% on an annual  basis of the daily net asset  value of
the subaccounts. The mortality and expense risk for your contract is shown under
Contract  Data.  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  $500.  Each  variable
         subaccount value and the fixed account value after a partial withdrawal
         must be either $0 or at least $50.

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(s)  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.       plus or minus any applicable market value adjustment;
3.       minus the full $30 contract administrative charge;

4.       minus any withdrawal charge;

5. minus any purchase  payment  credits that have not vested as indicated  under
Contract Data.

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  that are still in the  withdrawal
charge  period  indicated  under  Contract  Data.  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 totalling the
withdrawal charges.

<PAGE>

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 as shown under Contract Data.

Market Value Adjustment
With respect to the Guarantee Period Accounts, any amount withdrawn, transferred
or  annuitized  prior to the end of that  guarantee  period  may be subject to a
Market Value  Adjustment.  The Market Value  Adjustment  will be  calculated  by
multiplying  the amount  withdrawn,  transferred  or  annuitized  by the formula
described below:

Amount    x     (        1 + i          )    n/12
                 -----------------------
                  (    1 + j + .001   )

Where:   i     =      rate earned in the account from which funds are being
                      transferred

         j     =      current rate for a new Guarantee Period equal to the
                      remaining term in the current Guarantee Period

         n     =      number of months remaining in the current Guarantee Period
                     (rounded up)

There will be no Market Value  Adjustment on withdrawals  from Guarantee  Period
Account(s) in the following situations: (1) Death Benefit; (2) amounts withdrawn
to pay  fees or  charges;  (3)  amounts  withdrawn  from  the  Guarantee  Period
Account(s)  within 30 days  after the end of the  Guarantee  Period;  and (4) on
amounts transferred from the DCA Fixed Account(s) Option.

Waiver of Withdrawal Charges
Withdrawal charges are waived for all of the following.

1.       In each contract year, 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.


<PAGE>

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  contract  anniversary
         contract value not previously  withdrawn during this contract year. (No
         withdrawal charge.)

2.       Next,  withdrawals are from amounts representing contract earnings - if
         any - in excess of the annual 10% free withdrawal  amount. In the first
         contract year, amounts representing  contract earnings - if any - shall
         be withdrawn first. (No withdrawal charge.)

3.       Next, withdrawals are from purchase payments received
         prior to the  withdrawal  charge  period  shown in the  schedule  under
         contract Data, and not previously withdrawn. (No withdrawal charge.)

4.       Last,  withdrawals are from purchase  payments  received that are still
         within  the  withdrawal  charge  period  shown  in the  schedule  under
         Contract Data. We withdraw  these  payments 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  reasonably  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, less any applicable Market Value
Adjustment will be applied to make annuity  payments.  The first 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 701/2.

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.

<PAGE>

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.

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 One Year  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.  The  Guarantee  Period  Accounts are not
available after 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
         18.


<PAGE>

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 5% 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 A - Dollar Amount of First Monthly Variable Annuity Payment
           Per $1,000 Applied
<TABLE>
<CAPTION>

                           Plan A                    Plan B                      Plan C          Plan D
- - - --------------------------------------------------------------------------------------------------------------------------
<S>     <C>     <C>       <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
Age                        Life Income               Life Income with           Life Income      Joint & Survivor
at       Beginning         Non-Refund       Five Years        Ten Years         Fifteen Years    Installment  Non-Refund
Annui-   In                                 Certain           Certain           Certain          Refund   Male & Female
tization Year     Male     Female   Male    Female   Male     Female   Male     Female  Male     Female   Same Age

Age 65   2005     6.49     5.85     6.44    5.83     6.29     5.77     6.06     5.66    6.13     5.67     5.34
         2010     6.40     5.78     6.35    5.76     6.22     5.71     6.00     5.61    6.06     5.61     5.30
         2015     6.31     5.72     6.27    5.70     6.15     5.65     5.95     5.56    6.00     5.56     5.25
         2020     6.23     5.66     6.19    5.64     6.08     5.60     5.90     5.52    5.93     5.51     5.21
         2025     6.15     5.60     6.12    5.59     6.01     5.54     5.84     5.47    5.88     5.47     5.18
         2030     6.08     5.55     6.05    5.53     5.95     5.50     5.80     5.43    5.82     5.43     5.14

Age 70   2005     7.41     6.54     7.29    6.50     6.98     6.36     6.54     6.14    6.79     6.22     5.85
         2010     7.28     6.45     7.17    6.41     6.88     6.28     6.48     6.08    6.70     6.15     5.78
         2015     7.16     6.35     7.06    6.32     6.80     6.21     6.42     6.03    6.61     6.08     5.72
         2020     7.04     6.27     6.95    6.24     6.71     6.14     6.37     5.97    6.53     6.01     5.66
         2025     6.93     6.19     6.85    6.16     6.63     6.07     6.31     5.92    6.45     5.95     5.61
         2030     6.83     6.11     6.76    6.09     6.55     6.01     6.26     5.87    6.38     5.90     5.56

Age 75   2005     8.67     7.58     8.42    7.47     7.78     7.15     7.02     6.70    7.65     6.99     6.59
         2010     8.49     7.43     8.26    7.34     7.68     7.05     6.97     6.63    7.53     6.89     6.49
         2015     8.32     7.30     8.11    7.21     7.58     6.96     6.91     6.57    7.42     6.80     6.40
         2020     8.16     7.18     7.97    7.10     7.48     6.87     6.86     6.51    7.31     6.71     6.31
         2025     8.00     7.06     7.83    6.99     7.38     6.78     6.81     6.46    7.21     6.62     6.24
         2030     7.86     6.95     7.70    6.89     7.29     6.70     6.75     6.40    7.12     6.55     6.16

Age 85   2005     13.01    11.44    11.71   10.69    9.46     9.09     7.69     7.60    10.30    9.50     9.30
         2010     12.65    11.12    11.48   10.45    9.38     9.00     7.67     7.58    10.11    9.32     9.09
         2015     12.31    10.82    11.26   10.23    9.30     8.90     7.66     7.56    9.93     9.15     8.90
         2020     11.99    10.55    11.04   10.02    9.22     8.80     7.64     7.53    9.76     9.00     8.72
         2025     11.70    10.29    10.84    9.83    9.15     8.71     7.62     7.51    9.60     8.85     8.55
         2030     11.42    10.06    10.64    9.64    9.07     8.62     7.61     7.48    9.45     8.72     8.40

Table A above is based on the "1983 Individual Annuitant Mortality Table A" with
100% Projection Scale G and a 5% 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 5% assumed investment return.
</TABLE>

<PAGE>

Plan E - Dollar Amount of First Monthly Variable Annuity Payment
         Per $1,000 Applied
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------
<S>             <C>               <C>            <C>               <C>             <C>
 Years Payable   Monthly Payment   Years Payable  Monthly Payment   Years Payable   Monthly Payment
       10           10.51               17             7.20                24             5.88
       11            9.77               18             6.94                25             5.76
       12            9.16               19             6.71                26             5.65
       13            8.64               20             6.51                27             5.54
       14            8.20               21             6.33                28             5.45
       15            7.82               22             6.17                29             5.36
       16            7.49               23             6.02                30             5.28

</TABLE>

<PAGE>


 Table B - Dollar Amounts of Each Monthly Fixed Dollar Annuity Payment
           Per $1,000 Applied
<TABLE>
<CAPTION>
                           Plan A                    Plan B                     Plan C           Plan D
- - - ------------------------------------------------------------------------------------------------------------------------
<S>     <C>      <C>     <C>      <C>     <C>      <C>       <C>     <C>      <C>     <C>      <C>      <C>
             Settlement   Life Income               Life Income with           Life Income       Joint & Survivor
             Beginning     Non-Refund       Five Years        Ten Years         Fifteen Years    Installment Non-Refund
Settlement In                               Certain           Certain           Certain          Refund   Male & Female
Age      Year     Male     Female   Male    Female   Male     Female   Male     Female  Male     Female   Same Age

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
3.0% with 100%  Projection  Scale G.  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 3.0% annual
effective interest rate.
</TABLE>

Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment
         Per $1,000 Applied
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------
<S>            <C>               <C>             <C>               <C>             <C>
Years Payable   Monthly Payment   Years Payable   Monthly Payment   Years Payable   Monthly Payment
     10             9.61                17             6.23                24             4.84
     11             8.86                18             5.96                25             4.71
     12             8.24                19             5.73                26             4.59
     13             7.71                20             5.51                27             4.47
     14             7.26                21             5.32                28             4.37
     15             6.87                22             5.15                29             4.27
     16             6.53                23             4.99                30             4.18


</TABLE>

<PAGE>

        Deferred Annuity Contract
        --------------------------------------------------- -------------------

                                                        Administrative Offices:
                                                        80 South Eighth Street
                                                        P.O. Box 534
              American                                  Minneapolis, MN 55440
              Enterprise
              Life

        o        Flexible Purchase Payment
        o        Investment Experience Reflected in Benefits
        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



ENHANCED DEATH BENEFIT RIDER

The "Death Benefits Before  Annuitization"  provision of the annuity contract to
which this rider is attached is hereby deleted and replaced with the following.

Enhanced Death Benefits Before Annuitization

An enhanced death benefit is payable to the  beneficiary  upon the earlier death
of  you  or  the  annuitant  while  this  contract  is in  force  and  prior  to
annuitization.

We will pay the  beneficiary  the  greatest of the  following  amounts  less any
applicable purchase payment credits that have not vested:

1.       the contract value as of the date we receive proof of death; or

2.       the total payments and any applicable  purchase payment credits made to
         the contract minus adjustments for partial withdrawals; or

3.       the highest  contract  value on any prior contract  anniversary  before
         your or the annuitant's 81st birthday,  plus any purchase  payments and
         purchase payment credits made since that contract  anniversary and less
         any   "adjustments  for  partial   withdrawals"   since  that  contract
         anniversary;  After either your or the annuitant's 81st birthday,  this
         value will only change due to  additional  payments and any  applicable
         purchase payment credits or "adjustments for partial withdrawals"; or

4.       the variable account 5% floor.

Adjustment 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.

     (b)  is the benefit  calculated  from (2) and (3) on the date of (but prior
          to) the partial withdrawal.

The Variable Account 5% Floor
Prior to the earlier of your or the  annuitant's  81st  birthday,  the  Variable
Account 5% Floor is equal to the sum of the value in the fixed  account plus the
variable account floor.

On your first contract anniversary, the variable account floor is established by
accumulating  your initial purchase payment and any applicable  purchase payment
credits  to the  subaccounts  at 5%.  On any day  that you  allocate  additional
amounts to or withdraw or transfer amounts from the  subaccounts,  we adjust the
floor by adding the additional amounts and subtracting the adjusted  withdrawals
or adjusted transfers. On each contract anniversary prior to the earlier of your
or the  annuitant's  81st  birthday,  we increase the variable  account floor by
accumulating the prior contract anniversary's floor at 5%.

On the contract  anniversary  following  the earlier of your or the  annuitant's
81st birthday,  the Variable  Account 5% Floor is the floor on that  anniversary
increased by additional  purchase  payments and any applicable  purchase payment
credits since that  anniversary and reduced by adjusted  withdrawals or adjusted
transfers since that anniversary.

<PAGE>

We calculate the adjusted withdrawals or adjusted transfers as the result of (a)
times (b) where:

     (a)  is the ratio of the amount of  withdrawal  (including  any  withdrawal
          charges)  or  transfers  from  the  subaccounts  to the  total  in the
          subaccounts on the date of (but prior to) the withdrawal or transfers;
          and

     (b)  is the  variable  account  floor  on the  date of (but  prior  to) the
          withdrawal or transfer.

Any amounts  payable or applied by us as described in the sections below will be
based on the contract  values as of the valuation  date on or next following the
date on which due proof of death is received at our Administrative Office.

This  Rider is  effective  as of the  contract  date of this  contract  unless a
different date is shown here.

American Enterprise Life Insurance Company



Secretary





GUARANTEED MINIMUM INCOME BENEFIT RIDER

This rider is made part of the annuity  contract to which it is  attached.  This
rider is subject to all of the  provisions  in the annuity  contract that do not
conflict with the provisions of this rider.

Guaranteed Minimum Income Benefit

If you selected the Guaranteed  Minimum Income Benefit Rider option,  it will be
indicated  under  Contract Data. It can only be selected with the Enhanced Death
Benefit Rider.

The rider  guarantees a minimum amount of a fixed annuity lifetime income during
the annuity  payout  period,  the option of a variable  annuity  payout,  with a
guaranteed  minimum initial payment or a combination of the two options,  if the
contract has been in force for at least ten contract years.

Fixed  annuity  payouts  under this rider will occur at the  guaranteed  annuity
purchase  rates stated in Table B in the contract.  First year payments from the
variable  annuity payout option will be determined using the same factors as the
fixed annuity payout option.  Subsequent payments after the first year are based
on the initial  payment and will be higher or lower than the initial  payment if
the investment  performance of the subaccounts  selected is greater or less than
an annual return of 5%.

The Guaranteed  Income Benefit Base establishes a floor,  which when higher than
the contract value,  can result in a higher annuity payout level. The Guaranteed
Income Benefit Base, less any applicable  premium tax, is the value that will be
used to determine minimum annuity payouts, if the rider is exercised.  We do not
deduct any withdrawal charges under the payout plans provided for this rider.

Guaranteed Income Benefit Base

If the rider is effective on the contract date,  the  Guaranteed  Income Benefit
Base is equal to the death benefit amount under the Enhanced Death Benefit Rider
except to the extent subsequent premiums are not included in the calculation. We
reserve  the right to exclude  subsequent  premiums  paid in the last five years
before  exercise of the benefit,  in the  calculation of the  Guaranteed  Income
Benefit Base.

If the rider is effective on a contract  anniversary date, the Guaranteed Income
Benefit Base is calculated  using the contract value on that  anniversary as the
initial premium. All purchase payments,  withdrawals and transfers made prior to
that anniversary date are ignored.

Conditions On Election Of The Rider

The following conditions apply to the election of the rider:

o        You must elect the Enhanced Death Benefit Rider option, and

o        The annuitant must be age 75 or younger on the rider effective date.

Fund Selection To Continue The Rider

You may  allocate  your  purchase  payments to any of the  subaccounts  or fixed
accounts  offered in the  contract.  However,  we reserve the right to limit the
amount in specified  subaccounts as indicated  under Contract Data. If we do so,
we will send you written notice and ask that you reallocate  your contract value
so that the  limitation  is satisfied  within 60 days.  If,  after 60 days,  the
limitation is not satisfied by your contract, the rider will be terminated.

<PAGE>

Exercising The Rider

The following conditions apply to the exercising of the rider:

     o    You may only  exercise  this rider  within 30 days after any  contract
          anniversary  following the  expiration of the ten year waiting  period
          from the effective date of the rider, and

     o    The  annuitant on the  retirement  date must be between 50 to 86 years
          old, and

     o    You can only take an annuity  payout in one of the  following  annuity
          payout plans:

          o    Plan A -- Life Annuity-No Refund
          o    Plan B -- Life Annuity with Ten Years Certain
          o    Plan D -- Joint and Last Survivor Life Annuity-No Refund

Contingent Event Benefits

If the annuitant  satisfies the conditions for the waiver of withdrawal  charges
in the event of disability,  terminal illness or a confinement in a nursing home
or  hospital  (see  "Waiver of  Withdrawal  Charges"  in the  contract)  you can
exercise  the rider at any time.  In this  event,  you can take up to 50% of the
Guaranteed  Income  Benefit Base as a lump sum. The remainder of the  Guaranteed
Income  Benefit Base can be used for annuity  payouts under the terms above with
regard to annuitant age at  retirement  date,  the annuity  payout plans and the
annuity factors. The annuitant can also be changed for the payouts.

Charges for the Rider

The charge for this rider is deducted  once a year from your  contract  value on
your contract  anniversary.  We pro-rate this charge among the  subaccounts  and
fixed  accounts in the same  proportion  your  interest in each account bears to
your total  contract  value.  This  charge is shown under  Contract  Data and is
multiplied against the result of (a)+(b)-(c), where

         (a)      is the Guaranteed Income Benefit Base
         (b)      is any adjusted  transfers  from the  subaccounts to the fixed
                  accounts made in the last six months
         (c)      is the total contract value in the fixed accounts.

The result of (b) minus (c) will not be greater than zero.

If the contract is terminated for any reason or when annuity  payouts begin,  we
will  deduct the fee at that time,  adjusted  for the  number of  calendar  days
coverage was in place during the contract year.

<PAGE>

Terminating The Rider

The following conditions apply to the termination of the rider:

o        You may  terminate  the rider  within 30 days  following  the first and
         fifth contract anniversaries, after the effective date of the rider.

o        You may terminate the rider any time after the 10th  anniversary  after
         the effective date of the rider.

o        The rider will  terminate on the date you make a full  withdrawal  from
         the contract,  or annuity  payouts  begin,  or on the date that a death
         benefit is payable.

o        The rider will  terminate on the contract  anniversary  after the
         annuitant's 86th birthday.

This  Rider is  effective  as of the  contract  date of this  contract  unless a
different date is shown here.

American Enterprise Life Insurance Company



Secretary



DISABILITY WAIVER OF WITHDRAWAL CHARGES RIDER

This rider is made part of the  annuity  contract  to which it is  attached.  It
shall become part of the Withdrawal Provisions section of the contract.

Disability Waiver of Withdrawal Charges

We will  waive  the  Withdrawal  Charges  for  withdrawals  taken  if you or the
annuitant:

1. Become disabled within the meaning of IRCss.72(m)(7)  after the contract date
   of the contract;

2. Are  receiving  Social  Security  disability  or state  long-term  disability
   benefits; and

3. Are 70 years old or younger on the date of withdrawal.

We must receive due proof of the items above at the time of your  request  which
includes,  but is not limited to, a legible photocopy of the payments  described
in item (2), the application for such payments that meet the above criteria with
regard to dates, and a signed letter from you that you or the annuitant meet the
above criteria.

This Rider is effective as of the contract date of this contract.

American Enterprise Life Insurance Company



Secretary




UNEMPLOYMENT WAIVER OF WITHDRAWAL CHARGES RIDER

This rider is made part of the  annuity  contract  to which it is  attached.  It
shall become part of the Withdrawal Provisions section of the contract.

Unemployment Waiver of Withdrawal Charges

If you or the annuitant  become  unemployed at least one year after the contract
date,  you can withdraw,  once per contract year, the amount shown in (a) or (b)
below without withdrawal charges:

(a)      25% of your prior contract anniversary value (or $10,000 if greater) if
         the unemployment condition as defined in this rider is met for at least
         30 straight days; or

(b)      50% of your prior contract anniversary value (or $10,000 if greater) if
         the unemployment condition as defined in this rider is met for at least
         180 straight days.

The  unemployment  condition shall be met if the unemployed  person is currently
receiving unemployment compensation from a government unit of the United States,
whether state or federal.

We must receive due proof of the  unemployment  compensation at the time of your
request each year which includes,  but is not limited to, a legible photocopy of
payments  that meet the above  criteria with regard to dates and a signed letter
from you that you or the annuitant meet the above criteria.

This benefit does not impact any tax liabilities or IRS penalties  incurred as a
result  of a  withdrawal.  You or the  annuitant  are  responsible  for all such
liabilities and penalties.

This Rider is effective as of the contract date of this contract.

American Enterprise Life Insurance Company



Secretary




[ ABC ] Variable Annuity Application
American Enterprise Life Insurance Company
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)



- - - -------------------------------------------------------------------------------
         Citizenship:      [ ] U.S.
                           [ ] Other (Country)_______________


- - - -------------------------------------------------------------------------------
         Sex               Date of Birth             Social Security Number

                           (Month/Day/Year) (Tax Identification Number)

         [ ] M                      /     /
         [ ] F

- - - -------------------------------------------------------------------------------
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

- - - -------------------------------------------------------------------------------
         Sex               Date of Birth             Social Security Number

                           (Month/Day/Year) (Tax Identification Number)

         [ ] M                      /     /
         [ ] F

- - - -------------------------------------------------------------------------------
         For joint spousal owners,  the annuitant's  Social Security number will
         be used for tax reporting  purposes unless you specify  otherwise under
         Remarks.

<PAGE>

- - - -------------------------------------------------------------------------------
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           [ ] Traditional           [ ] IRA SEP-IRA

         [ ] Roth IRA               { [ ] TSA Rollover }

If IRA (check and complete applicable types)

         [ ] Traditional IRA:               Amount $_______ for _______ (year)
         [ ] Traditional IRA:               Amount $_______ for _______ (year)
         [ ] SEP-IRA:                       Amount $_______ for _______ (year)
         [ ] SEP-IRA:                       Amount $_______ for _______ (year)
         [ ] Roth Contributory:             Amount $_______ for _______ (year)
         [ ] Roth Contributory:             Amount $_______ for _______ (year)
         [ ] Rollover IRA:                           Amount $_________
         [ ] Trustee to Trustee IRA:                          Amount $_________
         [ ] Roth Conversion IRA:           Amount $_______
- - - -------------------------------------------------------------------------------
5. Products (Complete Section A or B)

         A. [Wells Fargo Advantage] VA Contract

                  [ ] 7 Year Surrender Charge
                           Optional Riders:

                           [ ] Enhanced Death Benefit Rider
                           [ ] Guaranteed Minimum Income Benefit Rider
                                (must also select EDBR)

                  [ ] 5 Year Surrender Charge
                           Optional Riders:

                           [ ] Enhanced Death Benefit Rider
                           [ ] Guaranteed Minimum Income Benefit Rider
                                (must also select EDBR)

<PAGE>

B. [Wells Fargo Advantage Credit] VA Contract

                  [ ] 8 Year Surrender Charge
                           Optional Riders:

                           [ ] Enhanced Death Benefit Rider
                           [ ] Guaranteed Minimum Income Benefit Rider
                                (must also select EDBR)

                  [ ] 6 Year Surrender Charge
                           Optional Riders:

                           [ ] Enhanced Death Benefit Rider
                           [ ] Guaranteed Minimum Income Benefit Rider
                                (must also select EDBR)

- - - -------------------------------------------------------------------------------
                            APPLICATION CONTINUES ->
- - - -------------------------------------------------------------------------------
6.       Purchase Payments
         Initial Purchase Payment $_________________
         Payment Allocation*:

         Fixed Account
         ___% AEL One-Year Fixed Account

         Guarantee  Period  Accounts (GPA) __% 2 Year GPA Account __% 3 Year GPA
         Account  __% 4 Year GPA  Account  __% 5 Year GPA Account __% 6 Year GPA
         Account  __% 7 Year GPA  Account  __% 8 Year GPA Account __% 9 Year GPA
         Account  __% 10 Year GPA Account


<PAGE>
<TABLE>
<CAPTION>

- - - ------------------------------------- ----------------------------------- -----------------------------------
CATEGORY 1                            CATEGORY 3                          CATEGORY 5
- - - ------------------------------------- ----------------------------------- -----------------------------------
<S>                                  <C>                                 <C>
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 1                            __% Fund 13                         __% Fund 25
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 2                            __% Fund 14                         __% Fund 26
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 3                            __% Fund 15                         __% Fund 27
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 4                            __% Fund 16                         __% Fund 28
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 5                            __% Fund 17                         __% Fund 29
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 6                            __% Fund 18                         __% Fund 30
- - - ------------------------------------- ----------------------------------- -----------------------------------

- - - ------------------------------------- ----------------------------------- -----------------------------------
CATEGORY 2                            CATEGORY 4                          CATEGORY 6
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 7                            __% Fund 19                         __% Fund 31
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 8                            __% Fund 20                         __% Fund 32
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 9                            __% Fund 21                         __% Fund 33
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 10                           __% Fund 22                         __% Fund 34
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 11                           __% Fund 23                         __% Fund 35
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
__% Fund 12                           __% Fund 24                         __% Fund 36
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
                                                                          __% Fund 37
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
                                                                          __% Fund 38
- - - ------------------------------------- ----------------------------------- -----------------------------------
- - - ------------------------------------- ----------------------------------- -----------------------------------
                                                                          __% Fund 39
- - - ------------------------------------- ----------------------------------- -----------------------------------
</TABLE>

*Must  be  whole  numbers  and  total  100%.   Your  above  payment   allocation
instructions  will remain in effect for any future  payments  you make until you
change your instructions.
- - - -------------------------------------------------------------------------------
7.  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.
- - - -------------------------------------------------------------------------------
8.       Remarks and Special Instructions
         (including special mailing instructions)
- - - -------------------------------------------------------------------------------
9.       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 the current  prospectuses for the
         variable  annuity.  5. I/we understand  that earnings and values,  when
         based on the  investment  experience  of a  variable  fund,  portfolio,
         account or  subaccount,  are not  guaranteed  and may both  increase or
         decrease.  6. Tax law requires that all non-qualified  deferred annuity
         contracts issued by the same company, to the same policyholder (owner),
         during the same  calendar  year are to be treated as a single,  unified
         contract. The amount of income included and taxed in a distribution (or
         a transaction  deemed a distribution  under tax law) taken from any one
         of such contracts is determined by summing all such contracts together.


<PAGE>


Signatures


- - - ---------------------------
Location (City/State)


- - - ---------------------------
Date

x__________________________
Annuitant Signature

x________________________________
Owner Signature (if other than annuitant)

x________________________________
Licensed Agent Signature

x________________________________
Joint Owner (if any) Signature

- - - ------------------------------------------------------------------------------
10.      State Specific Information / Fraud Warnings:

         For applicants in Arizona:
                  Write  to  us if  you  want  information  about  your  annuity
                  contract  benefits and  provisions.  We'll  promptly send your
                  requested information. If for any reason you are not satisfied
                  with the contract, you may return it to us or our agent within
                  10 days after  receiving it. We will refund an amount equal to
                  the sum of the contract  value and any premium tax charges and
                  the contract will then be void.

         For      applicants in Arkansas,  Kentucky, Maine, New Mexico, Ohio and
                  Pennsylvania:  Any person  who  knowingly  and with  intent to
                  defraud  any  insurance  company  or  other  person  files  an
                  application for insurance or statement of claim containing any
                  materially  false  information  or conceals for the purpose of
                  misleading,  information  concerning any fact material thereto
                  commits  a  fraudulent  insurance  act,  which is a crime  and
                  subjects such person to criminal and civil penalties.

         For applicants in Colorado:
                  Any person who,  with intent to defraud or knowing  that he or
                  she is  facilitating  a fraud  against an insurer,  submits an
                  application  or files a claim  containing a false or deceptive
                  statement, may be guilty of insurance fraud.

         For applicants in District of Columbia:
                  WARNING:  It  is  a  crime  to  provide  false  or  misleading
                  information  to an insurer for the purpose of  defrauding  the
                  insurer or any other person.  Penalties  include  imprisonment
                  and/or  fines.  In  addition,  an insurer  may deny  insurance
                  benefits if false  information  materially  related to a claim
                  was provided by the applicant.

         For applicants in Florida:
                  Any person who knowingly  and with intent to injure,  defraud,
                  or  deceive  any  insurer  files a  statement  of  claim or an
                  application  containing any false,  incomplete,  or misleading
                  information is guilty of a felony or the third degree.

Agent's Printed Name:____________          Agent's Florida License ID#_______


<PAGE>

         For applicants in Louisiana:
                  Any person who knowingly  presents a false or fraudulent claim
                  for payment of a loss or benefit or knowingly  presents  false
                  information  in an  application  for  insurance is guilty of a
                  crime and may be subject to fines and confinement in prison.

         For applicants in New Jersey:
                  Any person who knowingly files a statement of claim containing
                  any false or misleading information is subject to criminal and
                  civil penalties.
- - - -------------------------------------------------------------------------------
11.      Social Security or Taxpayer  Identification Number  Certification.  You
         certify,  under the penalties of perjury as required by Form W-9 of the
         Internal Revenue Service, that:

(1) The  number  shown on this  form is your  contract  taxpayer  identification
number (or you are  waiting  for a number to be issued to you),  and (2) You are
not  subject  to backup  withholding  because:  (a) you are exempt  from  backup
withholding,  or (b) you have not been notified by the Internal  Revenue Service
that you are  subject to backup  withholding  as a result of a failure to report
all  interest  or  dividends,  or (c) the IRS has  notified  you that you are no
longer  subject  to backup  withholding.  You must cross out item 2 above if you
have  been  notified  by the  IRS  that  you are  currently  subject  to  backup
withholding because of underreporting  interest of dividends on your tax return.
The Internal  Revenue  Service does not require your consent to any provision of
this document other than the certification required to avoid backup withholding.



x______________________
Owner Signature

x________________________________
Joint Owner Signature (if any)

x______________________
Date

                               Please complete Agent's Report that follows.
<TABLE>
<CAPTION>

- - - ------------------------------------------------------------------------------
<S>                                        <C>
12.      Agent's Report (Type of Print)

         Agent's Name______________________ Agent's Social Security Number__________________

         Agency Name and Number (if applicable)_____________________________________________

         Telephone Number (         )__________________ Fax Number (   )____________________

         Branch Address___________________________ Sale Location___________________________
</TABLE>

         I hereby certify that I personally solicited this application; that the
         application and this report are complete and accurate to the best of my
         knowledge and belief. To the best of my knowledge, this application [ ]
         does [ ] does not involve  replacement  of existing  life  insurance or
         annuities.  (If  replacement  is involved,  I have  provided  details -
         company,  contract  number,  amount,  reason - under  Remarks  and have
         completed  any state  replacement  requirements  including any required
         state replacement forms).

                                            x________________________________
                                             Licensed Agent Signature



                                 AMENDMENT 5 TO
                             PARTICIPATION AGREEMENT

                                      Among

                          PUTNAM CAPITAL MANAGER TRUST
                      (now known as Putnam Variable Trust)

                            PUTNAM MUTUAL FUNDS CORP.

                                       and

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY



THIS AMENDMENT 5 TO PARTICIPATION  AGREEMENT ("Amendment 5") is made and entered
into this 16h day of July,  1999 by and among Putnam  Variable  Trust  (formerly
Putnam  Capital  Manager  Trust) (the "Fund");  Putnam  Mutual Funds Corp.  (the
"Distributor"); and American Enterprise Life Insurance Company (the "Company").

WHEREAS,  the  Company,  the  Fund  and  the  Distributor  are  parties  to  the
Participation  Agreement  dated  January 16,  1995,  as amended  April 30, 1997,
October 30, 1997, August 21, 1998 and June 15, 1999 (the "Agreement"); and

WHEREAS,  the parties  now desire to amend the  Agreement  to add an  Authorized
Fund,  to allow new  flexible  premium  variable  annuities  and a new  flexible
premium  variable life insurance policy to invest in the Authorized Funds and to
permit the Company to use the new names of the Fund in connection with marketing
the Contracts;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Distributor agree as follows:

1.   Amendment to Section 4.6. Section 4.6 is hereby deleted in its entirety and
     replaced with the following:

     The Trust and the  Underwriter  hereby  consent to the Company's use of the
     names "Putnam,"  "Putnam Variable Trust" and "Putnam VT" in connection with
     marketing the Contracts, subject to the terms of Sections 4.1 and 4.2. Such
     consent shall terminate with the termination of this Agreement.

2.   Amendment to Schedule A. In accordance with the terms of the Agreement, the
     parties hereby amend Schedule A to read as follows:

<PAGE>

                                   Schedule A

                                    Contracts

American Enterprise Variable Annuity Account, established July 15, 1987.

         AEL  Personal  Portfoliosm  and AEL Personal  Portfolio  Plus offer the
         following Authorized Funds as investment options:

                  Putnam VT Diversified  Income Fund - Class IA Shares Putnam VT
                  Growth  and  Income  Fund -  Class  IA  Shares  Putnam  VT New
                  Opportunities Fund - Class IA Shares Putnam VT High Yield Fund
                  - Class IA Shares

         AEL Personal  Portfolio Plus2 offers the following  Authorized Funds as
         investment options:

                  Putnam VT Diversified  Income Fund - Class IB Shares Putnam VT
                  Growth and Income Fund - Class IB Shares  Putnam VT High Yield
                  Fund - Class  IB  Shares  Putnam  VT  Voyager  Fund - Class IB
                  Shares

         AEL  Preferredsm,   distributed   through  TCF,  offers  the  following
         Authorized Funds as investment options:

                  Putnam VT Diversified  Income Fund - Class IA Shares Putnam VT
                  Growth  and  Income  Fund -  Class  IA  Shares  Putnam  VT New
                  Opportunities  Fund - Class IA Shares Putnam VT Voyager Fund -
                  Class IA Shares Putnam VT Global Growth Fund - Class IA Shares

         American  Express  Platinum  Variable  Annuitysm  offers the  following
         Authorized Funds as investment options:

                  Putnam VT Growth & Income Fund - Class IB Shares
                  Putnam VT International Growth & Income Fund - Class IB Shares
                  Putnam VT Vista Fund - Class IB Shares

         American  Express  Signature  Variable  Annuitysm  offers the following
         Authorized Funds as investment options:

                  Putnam VT Growth and Income Fund - Class IB Shares
                  Putnam VT International New Opportunities Fund - Class IB
                  Shares
                  Putnam VT International Growth Fund - Class IB Shares

<PAGE>

         American  Express  Pinnacle  Variable  Annuitysm  offers the  following
         Authorized Funds as investment options:

                  Putnam VT Growth and Income Fund - Class IB Shares
                  Putnam VT International Growth Fund - Class IB Shares
                  Putnam VT U. S. Government Fund - Class IB Shares
                  Putnam VT Vista Fund - Class IB Shares

         Variable Annuity  distributed  through Wells Fargo offers the following
         Authorized Funds as investment options:

                  Putnam VT International Growth Fund - Class IB Shares
                  Putnam VT Vista Fund - Class IB Shares

American Enterprise Variable Life Account, established July 15, 1987.

         American  Express  Signature   Variable  Universal  Lifesm  offers  the
         following Authorized Funds as investment options:

                  Putnam VT Growth and Income Fund - Class IB Shares
                  Putnam VT International New Opportunities Fund - Class IB
                  Shares
                  Putnam VT International Growth Fund - Class IB Shares

3.   Definitions. Terms not defined in this Amendment 5 will have the meaning as
     those terms defined in the Agreement.

4.   Counterparts.  This  Amendment 5 may be executed  simultaneously  in two or
     more counterparts, each of which taken together will constitute one and the
     same instrument.

<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment 5 to be
executed in its name and on its behalf by its duly authorized representatives as
of the date specified above.


PUTNAM VARIABLE TRUST                                  PUTNAM MUTUAL FUNDS CORP.

By:______________________                              By:_____________________

Name:____________________                              Name:___________________

Title:___________________                              Title:__________________


AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                                       ATTEST:

By:______________________                              By:_____________________

Name:____________________                              Name:___________________

Title:___________________                              Title:__________________







November 3, 1999




American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534

RE:      American Enterprise Variable Annuity Account
         Pre-Effective Amendment No. 1
         File No.: 333-85567/811-7195

Ladies and Gentlemen:

I am familiar with the establishment of the American Enterprise Variable Annuity
Account  ("Account"),  which is a separate  account of American  Enterprise Life
Insurance  Company  ("Company")  established by the Company's Board of Directors
according  to   applicable   insurance   law.  I  also  am  familiar   with  the
above-referenced  Registration  Statement  filed by the Company on behalf of the
Account with the Securities and Exchange Commission.

I have made such  examination  of law and examined such documents and records as
in my judgment are necessary and  appropriate to enable me to give the following
opinion:

1.   The Company is duly  incorporated,  validly  existing and in good  standing
     under applicable state law and is duly licensed or qualified to do business
     in each  jurisdiction  where it  transacts  business.  The  Company has all
     corporate  powers  required  to carry  on its  business  and to  issue  the
     contracts.

2.   The  Account is a validly  created  and  existing  separate  account of the
     Company and is duly authorized to issue the securities registered.

3.   The  contracts  issued by the Company,  when offered and sold in accordance
     with  the  prospectus  contained  in  the  Registration  Statement  and  in
     compliance  with  applicable  law,  will be legally  issued  and  represent
     binding obligations of the Company in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.


Sincerely,


/s/ Mary Ellyn Minenko
    Mary Ellyn Minenko
    Vice President and Group Counsel







                         Consent of Independent Auditors



We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Prospectuses  and under the caption  "Independent  Auditors" in the Statement of
Additional  Information and to the use of our report dated February 4, 1999 with
respect to the  financial  statements  of  American  Enterprise  Life  Insurance
Company and to the use of our report  dated  March 12, 1999 with  respect to the
financial  statements of American Enterprise Variable Annuity Account,  included
in  Pre-Effective  Amendment  No. 1 to  Registration  Statement  (Form N-4,  No.
333-85567)  and related  Prospectuses  for the  registration  of the Wells Fargo
AdvantageSM  Variable  Annuity and the Wells Fargo  AdvantageSM  Credit Variable
Annuity Contracts to be offered by American Enterprise Life Insurance Company.

/s/ Ernst & Young LLP
    Ernst & Young LLP
    Minneapolis, Minnesota
    November 3, 1999





       American Enterprise Life - Wells Fargo AdvantageSM Variable Annuity
                            Performance Calculations

As disclosed in the Fund's prospectus, cumulative total return is the cumulative
change in the value of an  investment  over a specified  time period.  We assume
that income earned by the investment is reinvested.

   Cumulative Total Return = Ending Total Value  -  Initial Amount Invested
                                       Initial Amount Invested

   where:     Ending Total Value  =  Initial Investment *
              ((1 + Gross Total Return) - Contract Charge Factor)
   and;       Contract Charge Factor  =     Policy Fee
                                       Estimated Average Policy Size
              Gross Total Return  =  Ending AUV - Initial AUV
                                           Initial AUV
              Average Policy Size  =  $45,000
              Policy Fee  =  $30


Average annual total return (T) equates the initial  amount  invested (P) to the
ending  redeemable  value  (ERV)  over each  period (n) in  accordance  with the
formula prescribed by the Securities and Exchange P(1+T)n = ERV.


Average annual total return with surrender charge

                           Ending Total Value  -  Surrender Charge Amount
                                      Initial Amount Invested

          where: Surrender Charge Amount = (Ending Total Value - Free Withdrawal
                 Amount)  *  Surrender  Charge %
          and;  Free  Withdrawal  Amount  is the greater of 10% of the value of
                the contract on the prior contract anniversary or
                 100% of earnings on the  contract  (Ending  Total Value -
                 Initial  Amount  Invested).  The surrender  charge  percentage
                 depends on the number of years since you made
                 the payments that are surrendered, depending on the schedule
                 you selected:
<TABLE>
<CAPTION>

          Five year schedule                                        Seven year schedule
 Years from purchase payment                                     Years from purchase
<S>                  <C>                               <C>                 <C>
        receipt       Surrender charge percentage       payment receipt     Surrender charge percentage
     percentage
         1                     8%                              1                     8%
         2                     8                               2                     8
         3                     6                               3                     7
         4                     4                               4                     6
         5                     2                               4                     5
         6                     0                               6                     4
                                                               7                     2
                                                               8                     0
</TABLE>

<PAGE>

   American Enterprise Life - Wells Fargo AdvantageSM Credit Variable Annuity
                            Performance Calculations

As disclosed in the Fund's prospectus, cumulative total return is the cumulative
change in the value of an  investment  over a specified  time period.  We assume
that income earned by the investment is reinvested.

  Cumulative Total Return = Ending Total Value  -  Initial Amount Invested
                                      Initial Amount Invested

  where:     Ending Total Value  =  Initial Investment *
             ((1 + Gross Total Return) - Contract Charge Factor)
  and;       Contract Charge Factor  = Policy Fee
                                  Estimated Average Policy Size
             Gross Total Return  =  Ending AUV - Initial AUV
                                          Initial AUV
             Average Policy Size  =  $45,000
             Policy Fee  =  $30


Average annual total return (T) equates the initial  amount  invested (P) to the
ending  redeemable  value  (ERV)  over each  period (n) in  accordance  with the
formula prescribed by the Securities and Exchange P(1+T)n = ERV.


Average annual total return with surrender charge

                            Ending Total Value  -  Surrender Charge Amount
                                        Initial Amount Invested

          where:  Surrender Charge Amount  =  (Ending Total Value  -
                  Free Withdrawal Amount) * Surrender Charge %
          and;    Free Withdrawal Amount is the greater of 10% of the value of
                  the contract on the prior contract anniversary or
                       100% of earnings on the  contract  (Ending  Total Value -
                       Initial  Amount  Invested).
                       The surrender  charge  percentage depends on the number
                       of years since you made the payments that are
                       surrendered, depending on the schedule you selected:
<TABLE>
<CAPTION>

         Six year schedule                                        Eight year schedule
 Years from purchase payment                                     Years from purchase
<S>                 <C>                               <C>                  <C>
       receipt       Surrender charge percentage       payment receipt      Surrender charge percentage
  percentage
        1                     8%                              1                        8%
        2                     8                               2                        8
        3                     8                               3                        8
        4                     6                               4                        8
        5                     4                               4                        8
        6                     2                               6                        6
        7                     0                               7                        4
                                                              8                        2
                                                              9                        0


</TABLE>






November 3, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

ATTN:    Document Control - EDGAR

RE:      American Enterprise Variable Annuity Account
         Pre-Effective Amendment No. 1
         Registration Statement on Form N-4
         File Nos. 333-85567 and 811-7195

Dear Commissioners:

American   Enterprise   Variable   Annuity  Account  ,  the  Registrant,   filed
Pre-Effective Amendment No. 1, dated November 3, 1999, to the above-referenced
Form N-4 Registration  Statement.  Pursuant to Rule 461 under the Securities Act
of  1933,  the  Principal  Underwriter  for  the  Registrant,  American  Express
Financial  Advisors Inc., now  respectfully  requests that the effective date of
the Registration be accelerated and that the Registration  Statement be declared
effective on November 3, 1999, or as soon as practicable thereafter.

Yours truly,

American Express Financial Advisors, Inc.
(Principal Underwriter)




/s/ William Stoltzmann
    William Stoltzmann
    Vice President and Assistant General Counsel






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission