AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
N-4/A, 2000-02-11
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Pre-Effective Amendment No. 1  (333-92297)           [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: February 14, 2000.

<PAGE>

Prospectus

[_____], 1999

American Express Variable Annuity

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

American Enterprise Variable Annuity Account

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

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:

o   American Express(R) Variable Portfolio Funds


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

The contract  provides for a credit of 1% on net current purchase  payments that
bring total payments less withdrawals to $100,000 or higher. Expense charges for
contracts  with  purchase  payment  credits  may be  higher  than  expenses  for
contracts without such credits. The amount of the credit may be more than offset
by any additional  fees and charges  associated  with the credit.  This contract
provides the credit  mainly  through  lower costs  associated  with larger sized
contracts.


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

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

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

<PAGE>

Table of Contents

Key Terms
The Contract in Brief
Expense Summary
Condensed Financial  Information  (Unaudited)
Financial Statements
Performance Information
The Variable  Account and the Funds
The Fixed Accounts
Buying Your Contract
Charges
Valuing  Your  Investment
Making  the Most of Your  Contract
Withdrawals
Changing  Ownership
Benefits in Case of Death
The  Annuity  Payout Period
Taxes
Voting  Rights
Substitution  of  Investments
About the  Service Providers
Additional  Information About American  Enterprise Life
Directors and Executive Officers
Experts
American Enterprise Life Financial Information
Table of Contents of the Statement of Additional Information

<PAGE>

Key Terms

These terms can help you understand details about your contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o    Individual  Retirement  Annuities (IRAs),  including Roth IRAs

o    Simplified Employee Pension (SEP) plans

<PAGE>

All other contracts are considered nonqualified annuities.

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

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

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

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

<PAGE>

The Contract in Brief

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

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

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

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

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

Buying your contract:  Your  sales  representative  will  help you complete and
                       submit an application. Applications are subject to
                       acceptance  at our  office.  You may buy a  nonqualified
                       annuity or a qualified annuity. After your initial
                       purchase payment, you have the option of making
                       additional  purchase payments in the future.


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


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

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

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

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

<PAGE>

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

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

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

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

Charges:

                    o    $40 annual contract administrative charge;

                    o    a 0.15% variable account administrative charge;

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

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

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

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


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


                    o    withdrawal  charge;

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

                    o    the operating expenses of the funds.

Expense Summary

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

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

<PAGE>

Contract owner expenses:

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

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


          Withdrawal charge under Annuity Payout Plan E: Payouts for a specified
          period.  The amount equal to the  difference  in the present  value of
          remaining  payments using the assumed investment rate and such present
          value using the assumed  investment  rate plus 1.36% under a qualified
          contract and 1.61% under a  non-qualified  contract.  This  withdrawal
          charge  cannot be greater than 9% of the amount  available for payouts
          under the Plan.

          Annual contract administrative charge                            $40**

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

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

          Performance Credit Rider fee:
          as a percentage of the contract value.                           0.15%

Annual variable account expenses:  as a percentage of average  subaccount value.
You can choose the death benefit guarantee provided.  The combination you choose
determines the fees you pay. The table below shows the combinations available to
you and their cost.
<TABLE>
<CAPTION>
<S>                                                             <C>                     <C>
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
                                                                  Qualified Contracts      Non-Qualified Contracts
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
       Variable account administrative charge                            0.15%                      0.15%
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
       Mortality and expense risk fee                                    0.85%                      1.10%
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
       Maximum Anniversary Value Rider as part of the
       mortality and expense risk fee (optional)
                                                                         0.10%                      0.10%
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
       Total annual variable account expenses without any
       optional rider fees                                               1.00%                      1.25%
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
       Total annual variable account expense with the Maximum
       Anniversary Value Death Benefit Rider                             1.10%                      1.35%
- - - - --------------------------------------------------------------- ------------------------- ---------------------------
</TABLE>

<PAGE>

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

- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
                                                                             Management     12b-1       Other
                                                                                Fees         Fees     Expenses       Total
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
AXPSM Variable Portfolio -
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
   Cash Management Fund                                                        .51%          .13         .05         .69%1
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
   Federal Income Fund                                                         .61%          .13         .14         .88%2
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
   Managed Fund                                                                .59%          .13         .04         .76%1
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
   New Dimensions Fund                                                         .61%          .13         .07         .81%1
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------
   Small Cap Advantage Fund                                                    .79%          .13         .31        1.23%2
- - - - ------------------------------------------------------------------------- ----------------- ------- -------------- -----------

1  Based on annual expenses as of August 31, 1999.
2  Based on  estimated expenses after fee waivers  and  expense  reimbursements.
Without  fee waivers and expense  reimbursements  "Other  Expenses"  and "Total"
would be 0.26% and 1.00% for AXP  Variable  Portfolio - Federal  Income Fund and
0.43% and 1.35% for AXP Variable Portfolio - Small Cap Advantage Fund.
</TABLE>

<PAGE>

Examples: *
<TABLE>
<CAPTION>

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

- - - - -------------------------------------------------------------------------------------------------------------------------------
                                                  a total withdrawal at the        no withdrawal or selection of an annuity
                                                   end of each time period        payout plan at the end of each time period
- - - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                   <C>                    <C>
AXPSM Variable Portfolio -                         1 year           3 years               1 year                 3 years
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                           $ 98.35           $126.80               $18.35                 $56.80
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                             100.30            132.71                20.30                  62.71
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                     99.07            128.98                19.07                  58.98
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund                              99.58            130.54                19.58                  60.54
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        103.88            143.54                23.88                  73.54
- - - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

You  would  pay the  following  expenses  on a $1,000  investment  if you have a
qualified  contract  with the optional  0.10%  Maximum  Anniversary  Value Death
Benefit Rider,  0.30% Guaranteed  Minimum Income Benefit Rider and assuming a 5%
annual return and....

- - - - -------------------------------------------------------------------------------------------------------------------------------
                                                  a total withdrawal at the        no withdrawal or selection of an annuity
                                                   end of each time period        payout plan at the end of each time period
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>                   <C>                    <C>
AXPSM Variable Portfolio -                         1 year           3 years               1 year                 3 years
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                           $102.52           $139.85               $22.52                 $69.85
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                             104.47            145.74                24.47                  75.74
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                    103.24            142.02                23.24                  72.02
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund                             103.75            143.57                23.75                  73.57
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        108.06            156.54                28.06                  86.54
- - - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

- - - - -------------------------------------------------------------------------------------------------------------------------------
                                                  a total withdrawal at the        no withdrawal or selection of an annuity
                                                   end of each time period        payout plan at the end of each time period
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>                   <C>                    <C>
AXPSM Variable Portfolio -                         1 year           3 years               1 year                 3 years
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                           $100.91           $134.57               $20.91                 $64.57
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                             102.86            140.45                22.86                  70.45
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                    101.63            136.74                21.63                  66.74
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund                             102.14            138.29                21.14                  68.29
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        106.45            151.22                26.45                  81.22
- - - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

You  would  pay the  following  expenses  on a $1,000  investment  if you have a
non-qualified  contract with the optional 0.10% Maximum  Anniversary Value Death
Benefit Rider,  0.30% Guaranteed  Minimum Income Benefit Rider and assuming a 5%
annual return and....

- - - - -------------------------------------------------------------------------------------------------------------------------------
                                                  a total withdrawal at the        no withdrawal or selection of an annuity
                                                   end of each time period        payout plan at the end of each time period
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>                   <C>                    <C>
AXPSM Variable Portfolio -                         1 year           3 years               1 year                 3 years
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Cash Management Fund                           $105.09           $147.60               $25.09                 $77.60
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Federal Income Fund                             107.03            153.47                27.03                  83.47
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Managed Fund                                    105.80            149.76                25.80                  79.76
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   New Dimensions Fund                             106.32            151.31                26.32                  81.31
- - - - -------------------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------------------
   Small Cap Advantage Fund                        110.62            164.21                30.62                  94.21
- - - - -------------------------------------------------------------------------------------------------------------------------------

*In these examples, the $40 contract  administrative charge is approximated as a
 .10% charge based on our estimated average contract size.  Premium taxes imposed
by some state and local  governments  are not  reflected in these  examples.  We
entered into certain  arrangements  under which we are compensated by the funds'
advisors and/or  distributors for the administrative  services we provide to the
funds.
</TABLE>

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

Condensed Financial Information (Unaudited)

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

Financial Statements

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

Performance Information

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

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

Total return figures do not reflect any purchase  payment credits or performance
credits.

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

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

<PAGE>


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


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

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

Annualized  simple  yield (for  subaccounts  investing  in money  market  funds)
"annualizes"  the income  generated  by the  investment  over a given  seven-day
period.  That is, we assume the  amount of income  generated  by the  investment
during the period will be generated  each  seven-day  period for a year. We show
this as a percentage of the investment.

Annualized  compound yield (for subaccounts  investing in money market funds) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it.  Compound yield will be higher than simple yield because of the
compounding effect of the assumed reinvestment.

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

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


The Variable Account and the Funds
<TABLE>
<CAPTION>

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

- - - - ---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                      <C>                                                       <C>
 Subaccount   Investing In                        Investment Objectives and Policies             Investment Advisor or Manager
- - - - ---------------------------------------------------------------------------------------------------------------------------------
- - - - ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: maximum current income consistent with        IDS Life Insurance Company (IDS
              Portfolio- Cash          liquidity and conservation of capital. Invests in money  Life), investment manager;
              Management Fund          market securities.                                       American Express Financial
                                                                                                Corporation (AEFC) investment
                                                                                                advisor.
- - - - ---------------------------------------------------------------------------------------------------------------------------------
- - - - ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: a high level of current income and safety of  IDS Life, investment manager;
              Portfolio- Federal       principal consistent with an investment in U.S.          AEFC, investment advisor.
              Income Fund              government and government agency securities. Invests
                                       primarily in debt obligations issued or guaranteed as
                                       to principal and interest by the U.S. government, its
                                       agencies or instrumentalities.
- - - - ---------------------------------------------------------------------------------------------------------------------------------
- - - - ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: maximum total investment return through a     IDS Life, investment manager;
              Portfolio- Managed Fund  combination of capital growth and current income.        AEFC, investment advisor.
                                       Invests primarily in stocks,  convertible
                                       securities,   bonds  and   money   market
                                       instruments.
- - - - ---------------------------------------------------------------------------------------------------------------------------------
- - - - ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: long-term growth of capital. Invests          IDS Life, investment manager;
              Portfolio- New           primarily in common stocks of U.S. and foreign           AEFC, investment advisor.
              Dimensions Fund          companies showing potential for significant growth.
- - - - ---------------------------------------------------------------------------------------------------------------------------------
- - - - ---------------------------------------------------------------------------------------------------------------------------------
              AXPSM Variable           Objective: long-term capital growth. Invests primarily   IDS Life, investment manager;
              Portfolio- Small Cap     in equity securities of small companies that are often   AEFC, investment advisor.
              Advantage Fund           included in the S&P SmallCap 600 Index or the Russell
                                       2000 Index.
- - - - ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

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

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

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

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

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

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

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

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

The Fixed Accounts

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

<PAGE>

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

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

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

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

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

o    Securities   issued   by  the   U.S.   government   or  its   agencies   or
     instrumentalities,  which issues may or may not be  guaranteed  by the U.S.
     government;

o    Debt securities that have an investment grade, at the time of purchase,
     within  the  four  highest  grades  assigned  by  any of  three  nationally
     recognized  rating agencies - Standard & Poor's,  Moody's Investors Service
     or Duff  and  Phelp's  - or are  rated  in the two  highest  grades  by the
     National Association of Insurance Commissioners;

o    Other debt instruments  which are unrated or rated below investment  grade,
     limited to 10% of assets at the time of purchase; and

o    Real estate  mortgages,  limited to 45% of portfolio  assets at the time of
     acquisition.

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

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

<PAGE>

Market Value Adjustment (MVA)
You may choose to transfer money out of the Guarantee Period Accounts at anytime
after 60 days of transfer or payment  allocation  into the  Account.  Any amount
transferred  or withdrawn will receive a MVA which will increase or decrease the
actual amount  transferred or withdrawn.  We calculate the MVA using the formula
shown below and we base it on the current  level of interest  rates  compared to
the rate of your Guarantee Period Account.

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

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

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

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

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

Buying Your Contract

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


When you apply, you may select (if available in your state):

o    the optional Maximum Anniversary Value Death Benefit Rider;

o    an optional Guaranteed Minimum Income Benefit Rider;

o    the  optional  Performance  Credit  Rider  (cannot  be  selected  with  the
     Guaranteed Minimum Income Benefit rider);

o    the one-year fixed account, Guarantee Period Accounts and/or subaccounts in
     which you want to invest;

o    how you want to make purchase payments; and

o    a beneficiary.

<PAGE>

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

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

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

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

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

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

o    no earlier than the 60th day after the contract's effective date; and

o    no  later  than  the  annuitant's  85th  birthday  or  the  tenth  contract
     anniversary, if purchased after age 75.

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

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

o    for IRAs and SEPs, by April 1 of the year  following the calendar year when
     the annuitant reaches age 701/2.

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

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

Purchase payments


    Minimum initial purchase payment:         $2,000  ($5,000 in PA, WA, SC, TX)
    ---------------------------------


    Minimum additional purchase payments:

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



     *Payments  made using SIP must  total  $2,000  before you can make  partial
      withdrawals.


<PAGE>


    Maximum total allowable purchase payments*** (without prior approval):
    $1,000,000

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

How to make purchase payments

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

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

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

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

Purchase payment credits
You will generally  receive a purchase  payment credit with any payment you make
to your  contract  that  brings  your total net  payment  (total  payments  less
withdrawals) to $100,000 or more.


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


We fund the credit from our general  account.  We do not consider  credits to be
"investments" for income tax purposes. (See "Taxes.")

We will reverse credits from the contract value for any purchase payment that is
not honored.

To the extent a death benefit or withdrawal  payment  includes  purchase payment
credits  applied  within  twelve  months  preceding:  (1) the date of death that
results in a lump sum death  benefit under this  contract;  or (2) a request for
withdrawal  charge waiver due to  "Contingent  events" (see "Charges  Contingent
events"), we will assess a charge,  similar to a withdrawal charge, equal to the
amount of the  purchase  payment  credits.  The amount we pay to you under these
circumstances  will always  equal or exceed your  withdrawal  value.  The amount
returned to you under the free look  provision also will not include any credits
applied to your contract.


This credit is made available  through lower costs  associated with larger sized
contracts  and  through  revenue  from  higher  withdrawal  charges  than  would
otherwise  be  charged.   Because  of  these  higher   charges,   there  may  be
circumstances  where you may be worse off for having received the credit than in
other contracts. This may be in the circumstance of an early full withdrawal.


<PAGE>

Charges


Contract administrative charge
We charge this fee for establishing and maintaining your records.  We deduct $40
from the contract value on your contract anniversary at the end of each contract
year. We prorate this charge among the subaccounts and the fixed accounts in the
same  proportion  your  interest in each  account  bears to your total  contract
value.  Some  states  restrict  the amount  that can be  allocated  to the fixed
account.


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

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

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


Mortality and expense risk fee
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect  this fee.  For  qualified  contracts,  this fee  totals  0.85% of their
average daily net assets on an annual basis. For non-qualified  contracts,  this
fee totals 1.10% of their average daily net assets on an annual basis.  This fee
covers the mortality and expense risk that we assume.  Approximately  two-thirds
of this amount is for our assumption of mortality risk, and one-third is for our
assumption of expense risk. If you choose the optional Maximum Anniversary Value
Death Benefit Rider,  we will charge an additional fee (see "Death Benefit Rider
fee" below).  These fees do not apply to the fixed accounts.  We cannot increase
these fees.


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

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

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

o    first,  to the  extent  possible,  the  subaccounts  pay  this fee from any
     dividends distributed from the funds in which they invest;

o    then,  if necessary,  the funds redeem  shares to cover any remaining  fees
     payable.

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

<PAGE>


Death Benefit Rider fee
We charge a 0.10% fee for this optional  feature only if you choose this option.
If selected, we apply this fee daily to the subaccounts as part of the mortality
and expense risk fee. It is reflected in the unit values of the subaccounts.  We
cannot increase the Death Benefit Rider fees.

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

We apply the fee on an adjusted  contract value calculated as the contract value
plus the lesser of zero or (a) - (b), where:

          (a)  is the transfers from the  subaccounts to the fixed accounts made
               in the last six months,

          (b)  is  the  total  contract  value  in  the  fixed  accounts.   This
               adjustment   allows  us  to  base  the  charge   largely  on  the
               subaccounts and not on the fixed accounts.

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

Performance Credit Rider fee
We  charge a fee for  this  optional  feature  if you  choose  this  option.  If
selected,  we deduct the fee of 0.15% of your  contract  value on your  contract
anniversary. We prorate this fee among the subaccounts and fixed accounts in the
same proportion as your interest bears to your total contract value.

We will deduct this fee,  adjusted for the number of calendar  days coverage was
in place,  if the contract is terminated for any reason or when annuity  payouts
begin. We cannot increase the Performance Credit Rider fee.

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

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

1.   First,  in each contract  year, we withdraw  amounts  totaling up to 10% of
     your prior  anniversary  contract value.  (Your initial purchase payment is
     considered the prior  anniversary  contract value during the first contract
     year.) We do not assess a withdrawal charge on this amount.

2.   Next,  we withdraw  contract  earnings,  if any,  that are greater than the
     annual 10% free withdrawal  amount described in number one above.  Contract
     earnings  equal  contract  value less  purchase  payments  received and not
     previously  withdrawn.  We do not assess a  withdrawal  charge on  contract
     earnings.

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

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

<PAGE>

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

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

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

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

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

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


o    We received these payments
       - $10,000 Jan. 1, 2000;
       - $8,000 Feb. 28, 2007; and
       - $6,000 Feb. 20, 2008; and


o    The owner withdraws the contract for its total  withdrawal value of $38,101
     on Aug. 5, 2010 and had not made any other withdrawals during that contract
     year; and

o    The prior anniversary Jan. 1, 2009 contract value was $38,488.
<TABLE>
<CAPTION>
<S>        <C>                   <C>
            Withdrawal Charge                                   Explanation

                $    0             $3,848.80 is 10% of the prior anniversary contract value withdrawn
                                   without withdrawal charge; and

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

                     0             $10,000 Jan. 1, 2000 payment was received seven or more years before
                                   withdrawal and is withdrawn without withdrawal charge; and


                 560               $8,000 Feb. 28, 2007 payment is in its fourth year from receipt,
                                   withdrawn with a 7% withdrawal charge; and


                 420               $6,000 Feb. 20, 2008 payment is in its third year from receipt
                                   withdrawn with a 7% withdrawal charge.
                $980
</TABLE>

<PAGE>

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

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

o    withdrawals of any contract earnings;

o    amounts  totaling  up to 10% of your prior  contract  anniversary  contract
     value to the extent it exceeds contract earnings;

o    required minimum  distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);

o    contracts settled using an annuity payout plan;

o    withdrawals made as a result of one of the "Contingent  events"*  described
     below  to the  extent  permitted  by  state  law  (see  your  contract  for
     additional conditions and restrictions);

o    amounts we refund to you during the free look period; and

o    death benefits.*

*However,  we will reverse  certain  purchase  payment credits up to the maximum
withdrawal charge. (See "Buying Your Contract - Purchase payment credits.")

Contingent events

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

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


Withdrawal  charge under Annuity Payout Plan E: Payouts for a specified  period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can withdraw is the present  value of any  remaining  variable  payouts.  With a
qualified contract, the discount rate we use in the calculation will be 4.86% if
the assumed  investment rate is 3.5% and 6.36% if the assumed investment rate is
5%. With a non-qualified contract, the discounted rate we use in the calculation
will be 5.11% if the  assumed  investment  rate is 3.5% and 6.61% if the assumed
investment  rate is 5%.  The  withdrawal  charge is equal to the  difference  in
discount values using the above discount rates and the assumed  investment rate.
The  withdrawal  charge will not be greater than 9% of the amount  available for
payouts under this Plan.


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


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


<PAGE>

Valuing Your Investment

We value your fixed accounts and subaccounts as follows:

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

o    the sum of your  purchase  payments and transfer  amounts  allocated to the
     one-year fixed account and the Guarantee Period Accounts;

o    plus any purchase payment credits allocated to the fixed accounts;

o    plus interest credited;

o    minus the sum of amounts  withdrawn after the MVA (including any applicable
     withdrawal charges) and amounts transferred out;


o    minus any prorated contract administrative charge;

o    minus any prorated  portion of the Guaranteed  Minimum Income Benefit Rider
     fee (if applicable); and

o    minus any prorated portion of the Performance Credit Rider (if applicable).


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

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

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

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

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

Net investment factor
We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then

o    dividing that sum by the previous adjusted net asset value per share; and


o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee, the variable  account  administrative  charge,  any death benefit
     rider fee (if selected) from the result.


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

<PAGE>

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

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

o    additional purchase payments you allocate to the subaccounts;

o    any purchase payment credits allocated to the subaccounts;

o    transfers into or out of the subaccounts;

o    partial withdrawals;

o    withdrawal charges;


o    prorated portions of the contract administrative charge;

o    prorated  portions of the  Guaranteed  Minimum Income Benefit Rider fee (if
     selected); and/or

o    prorated portion of the Performance Credit Rider fee (if selected).

Accumulation unit values will fluctuate due to:

o    changes in funds' net asset value;

o    dividends distributed to the subaccounts;

o    capital gains or losses of funds;

o    fund operating expenses; and/or

o    mortality and expense risk fee, the variable account administrative charge,
     the Maximum Anniversary Value Death Benefit Rider fee (if selected).

Making the Most of Your Contract

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

This systematic  approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds.  Since you
invest the same amount each period,  you  automatically  acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.
<TABLE>
<CAPTION>
                                                   How dollar-cost averaging works
<S>                                <C>         <C>           <C>                    <C>
By investing an                                   Amount       Accumulation unit       Number of units
equal number of                      Month       invested            value                purchased
dollars each month...                 Jan          $100               $20                    5.00
                                      Feb          100                18                     5.56
you automatically buy                 Mar          100                17                     5.88
more units when the                   Apr          100                15                     6.67
per unit market price                 May          100                16                     6.25
is low...                             Jun          100                18                     5.56
                                      Jul          100                17                     5.88
and fewer units when                  Aug          100                19                     5.26
the per unit market                   Sept         100                21                     4.76
price is high.                        Oct          100                20                     5.00
</TABLE>

<PAGE>

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

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

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

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

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

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

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

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

o    You may transfer  contract  values from a Guarantee  Period Account anytime
     after 60 days of transfer or payment  allocation to the Account.  Transfers
     made before the end of the Guarantee  Period will receive a MVA,  which may
     result in a gain or loss of contract value.

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

<PAGE>

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

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

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

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

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

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

                        Minimum amount

                        Transfers or
                        withdrawals:              $500 or entire account balance

                        Maximum amount

                        Transfers or
                        withdrawals:              Contract value

2                       Your sales representative can help you set up automated
By automated            transfers or partial withdrawals among your subaccounts
transfers and
automated partial       You can start or stop this service by written request or
withdrawals:            other method acceptable to us. You must allow 30 days
                        for us to change any instructions that are currently in
                        place.

                        o    Automated transfers from the one-year fixed account
                             to any one of the subaccounts may not exceed  an
                             amount that, if continued, would deplete the
                             one-year  fixed account within 12 months.

                        o    Automated  withdrawals  may be restricted by
                             applicable law under some contracts.

                        o    You  may  not  make  additional  purchase  payments
                             if automated partial withdrawals are in effect.

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

                        Minimum amount

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

<PAGE>

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

                        Minimum amount

                        Transfers or
                        withdrawals:              $500 or entire account balance

                        Maximum amount

                        Transfers:                Contract value
                        Withdrawals:              $25,000

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

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

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

Withdrawals

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

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

Receiving payment By regular or express mail:

o        payable to owner;

o        mailed to address of record.

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

<PAGE>

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

- - - - --   the  withdrawal  amount  includes  a  purchase  payment  check that has not
     cleared;

- - - - --   the NYSE is closed, except for normal holiday and weekend closings;

- - - - --   trading on the NYSE is restricted, according to SEC rules;

- - - - --   an  emergency,  as  defined  by SEC  rules,  makes it  impractical  to sell
     securities or value the net assets of the accounts; or

- - - - --   the SEC permits us to delay payment for the protection of security holders.

Changing Ownership

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

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

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

Benefits in Case of Death

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

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

Return of Premium Death Benefit
This option is required if either you or the annuitant are age 80 or above.

Under this option,  if you or the  annuitant  die before  annuity  payouts begin
while this contract is in force,  we will pay the beneficiary the greater of the
following less any purchase payment credits added to the contract in the last 12
months:

1.   the contract value; or

2.   the total purchase  payments paid plus purchase  payments  credits and less
     any "adjusted partial withdrawals."

<PAGE>

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

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

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

Example:

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

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


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

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

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

         Total payments paid:                                        $30,000.00
         minus any "adjusted partial withdrawals"
         calculated as:    1,500 x 30,000  =                         - 1,607.14
                           --------------                            ----------
                             28,000

         for a death benefit of:                                     $28,392.86

Maximum Anniversary Value Death Benefit Rider

If this rider is available in your state and both you and the  annuitant are age
79 or younger on the contract  date,  you may choose to add this benefit to your
contract.  This rider  provides that if you or the annuitant die before  annuity
payouts begin while this contract is in force,  we will pay the  beneficiary the
greatest of the following amounts less any purchase payment credits added in the
last 12 months:

1.   the contract value; or

2.   the total purchase payments paid plus purchase payment credits and less any
     "adjusted partial withdrawals"; or

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

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

(a)      the contract value on that anniversary; or

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

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

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

<PAGE>

Example:

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

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

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

The death benefit on March 1, 2001 is calculated as follows:

The "maximum anniversary value" :                                    $24,000.00
(the greatest of the anniversary values which was the
 contract value on Jan. 1, 2001)

plus any purchase payments paid since that anniversary:                   +0.00

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


for a death benefit of:                                              $22,363.64

If your  spouse is sole  beneficiary  under a  nonqualified  annuity and you die
before the retirement  date,  your spouse may keep the contract as owner.  To do
this your spouse must,  within 60 days after we receive proof of death,  give us
written  instructions  to keep the  contract in force.  The  Guaranteed  Minimum
Income Benefit Rider, if selected, is then terminated.

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

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

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

o    payouts  begin no later than one year after  your  death,  or other date as
     permitted by the Code;  and

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

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

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

Guaranteed Minimum Income Benefit Rider
A Guaranteed Minimum Income Benefit Rider may be available in many jurisdictions
for a separate  annual charge,  (see "Charges - Guaranteed  Minimum Income Rider
fee"). You cannot select this rider if you select the Performance Credit Rider.

The rider  guarantees a minimum amount of fixed annuity  lifetime  income during
the annuity  payout period if your contract has been in force for at least seven
years,  subject to the conditions  described  below. The rider also provides you
the option of  variable  annuity  payouts,  with a  guaranteed  minimum  initial
payment.

<PAGE>

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

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

The Guaranteed Income Benefit Base of Maximum  Anniversary Value is equal to the
benefit provided by the death benefit rider.

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

We reserve the right to exclude subsequent payments and purchase payment credits
paid in the last five years before  exercise of the benefit,  in the calculation
of the Guaranteed  Income Benefit Base. We would do so only if such payments and
credits total  $50,000 or more or if they are 25% or more of total  payments and
credits paid into the contract.

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

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

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

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

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

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

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

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

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

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

     o    you may only  exercise  the rider  within 30 days  after any  contract
          anniversary following the expiration of the 7 year waiting period from
          the effective date of the rider,

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

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

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

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

     o    you may  terminate  the  rider  any time  after  the end of the 7 year
          waiting period of the rider.

     o    the rider will terminate on the date you make a full  withdrawal  from
          the contract,  or annuity  payouts begin,  or on the date that a death
          benefit  is  payable.

     o    the  rider  will  terminate  on the  contract
          anniversary after the annuitant's 86th birthday.

Example:

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

     o    There are no additional purchase payments and no partial withdrawals.

     o    The money is fully allocated to the subaccounts.

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

     o    The Maximum  Anniversary Value is $180,000 on the 10th anniversary and
          $220,000 on the 15th anniversary.

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

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

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

         10                               $180,000                      $  937.80        $  912.60         $  747.00
         15                               $220,000                      $1,311.20        $1,249.60         $1,014.20
</TABLE>

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

<PAGE>

Performance Credit Rider
If this rider is available in your state,  you may choose to add this benefit to
your  contract  at issue.  This rider  cannot be elected at the same time that a
Guaranteed  Minimum Base Benefit rider is chosen.  This feature provides certain
benefits if your  contract  value has not reached or exceeded a target  value on
the rider's tenth anniversary. If, on the 10th rider anniversary,  your contract
value has not reached the Target Value (as defined  below) you can choose either
of the following benefits:

(a)  You may  choose  to accept a credit  to your  contract  equal to 5% of your
     purchase  payments and  purchase  payment  credit,  less  adjusted  partial
     withdrawals  and less purchase  payments and credits made in the prior five
     years.  Such  credit is made at the 10th rider  anniversary  and  allocated
     according to your current purchase payment allocations.

(b)  you may choose to begin  receiving  annuity  payouts  (only  with  lifetime
     income  plans;  Plan E cannot be  chosen)  within 60 days of the 10th rider
     anniversary and receive an additional 5% credit (for a total of 10% credit)
     as calculated in (a).

Following your 10th rider anniversary, we will inform you if your contract value
did not meet or exceed the Target  Value.  We will assume that you have  elected
(a) unless we receive  your  request to begin a  lifetime  annuity  payout  plan
within 60 days after the 10th rider anniversary.

On the 10th rider  anniversary and every 10 years  thereafter while you have the
contract,  the 10  year  calculation  period  restarts  if (a) is  elected.  The
contract  value  (after any  credits  made) on that  anniversary  is used as the
initial purchase payment for the calculation of the target value and any credit.
Additional  credits  may  then be made  at the  end of  each 10 year  period  as
described above.

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

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

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

(b)  is the target value on the date of (but prior to) the partial withdrawal.

Reset Option
You can elect to lock in the growth in your contract by  restarting  the 10-year
period on any  contract  anniversary.  If you elect to restart  the  calculation
period,  the contract value on the restart date is used as the initial  purchase
payment for the calculation of the target value and any credit. The next 10 year
calculation  period will then  restart at the end of the new 10 year period from
the most  recent  restart  date.  We must  receive  your  request to restart the
calculation period within 30 days after an anniversary.

Fund Selection Effect on Target Value
You may allocate your purchase  payments to any of the  subaccounts or the fixed
accounts.  However,  we reserve the right to limit the  aggregate  amount in the
fixed accounts and the AXP Variable Portfolio Cash Management Fund to 10% of the
contract  value.  If we are required to activate this  restriction  and you have
more than 10% of your contract value in these accounts,  we will send you notice
and ask you that you  reallocate  your contract  value so that the limitation is
satisfied in 60 days. If after 60 days, the limitation is not satisfied, we will
terminate the rider.

<PAGE>

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

o    you may terminate the rider within 30 days following the first  anniversary
     after the effective date of the rider;

o    you may terminate the rider within 30 days following the tenth  anniversary
     of the effective date of the rider;

o    the rider will  terminate on the date you make a full  withdrawal  from the
     contract,  or annuity payouts begin, or on the date that a death benefit is
     payable.

Example:

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

o    There are no additional purchase payments and no partial withdrawals

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

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

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

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

o             On February 1, 2010, the contract value is $210,000 and you choose
              to begin  receiving  annuity payouts under a lifetime income plan.
              We would use the value of $215,050  ($210,000 + another  credit of
              $5,050) to determine your monthly income.

o             If the contract continues and annuity payouts are not started, the
              benefit  restarts  on January 1, 2010 with the  "initial  purchase
              payment"  equal to $205,050 and the credit  determination  made on
              January 1, 2020.

The Annuity Payout Period

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

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

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

Amounts of fixed and variable payouts depend on:

o    the annuity payout plan you select;

o    the annuitant's age and, in most cases, sex;

o    the annuity table in the contract; and

o    the amounts you allocated to the accounts at the settlement.

<PAGE>

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

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

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

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

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

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

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

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

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

o    Plan E -- Payouts for a specified  period:  We make  monthly  payouts for a
     specific  payout  period of ten to 30 years  that you  elect.  We will make
     payouts  only for the number of years  specified  whether the  annuitant is
     living or not.  Depending on the selected  time period,  it is  foreseeable
     that an annuitant can outlive the payout period selected. During the payout
     period,  you can  elect  to have us  determine  the  present  value  of any
     remaining  variable  payouts and pay it to you in a lump sum. We  determine
     the present  value of the  remaining  annuity  payouts which are assumed to
     remain level. The discount rate we use in the calculation will vary between
     4.86% and 6.61%  depending on the mortality and expense risk charge and the
     applicable assumed investment rate. (See  "Charges-Withdrawal  charge under
     Annuity  Payout  Plan E.") You can also take a  portion  of the  discounted
     value once a year.  If you do so, your  monthly  payouts will be reduced by
     the proportion of your withdrawal to the full  discounted  value. A 10% IRS
     penalty tax could apply if you take a withdrawal or if the period you chose
     is less than your life expectancy as specified by tax law.

<PAGE>

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

o    over the life of the annuitant;

o    over the joint lives of the annuitant and a designated beneficiary;

o    for a period not exceeding the life expectancy of the annuitant; or

o    for a period not exceeding the joint life expectancies of the annuitant and
     a designated beneficiary.

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

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

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

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

Taxes

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

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

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

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

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

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

<PAGE>

Purchase payment credits and credits under the Performance  Credit Rider:  These
are considered earnings and are taxed accordingly.

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

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

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

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

o    because of your death;

o    because you become disabled (as defined in the Code);

o    if the  distribution  is part of a series of  substantially  equal periodic
     payments,  made at least  annually,  over your life or life  expectancy (or
     joint lives or life expectancies of you and your  beneficiary);  or

o    if it is  allocable  to an  investment  before Aug.  14,  1982  (except for
     qualified annuities).

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

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

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

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

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

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

<PAGE>

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

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

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

Voting Rights

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

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

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

o    the reserve held in each subaccount for your contract;

o    divided by the net asset value of one share of the applicable fund.

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

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

Substitution of Investments

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

o    laws or regulations change,

o    existing funds become unavailable, or

o    in our judgment, the funds no longer are suitable for the subaccounts.

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

We may also:

o    add new subaccounts;

o    combine any two or more subaccounts;

o    add subaccounts investing in additional funds;

o    transfer assets to and from the subaccounts or the variable account; and

o    eliminate or close any subaccounts.

<PAGE>

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

About the Service Providers

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

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

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

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

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

Legal Proceedings

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in which American  Enterprise Life and its affiliates do business
involving  insurers'  sales  practices,  alleged  agent  misconduct,  failure to
properly  supervise  agents and other matters.  IDS Life is a defendant in three
class  action  lawsuits  of this  nature.  American  Enterprise  Life is a named
defendant  in one of these  suits,  Richard W. and  Elizabeth  J.  Thoresen  vs.
American  Express  Financial  Corporation,  American  Centurion  Life  Assurance
Company,  American  Enterprise Life Insurance  Company,  American  Partners Life
Insurance Company,  IDS Life Insurance Company and IDS Life Insurance Company of
New York , which was commenced in Minnesota  State Court in October,  1998.  The
action was brought by individuals  who purchased an annuity in a qualified plan.
The plaintiffs  alleged that the sale of annuities in tax-deferred  contributory
retirement  investment plans (e.g., IRAs) is never  appropriate.  The plaintiffs
purported  to  represent a class  consisting  of all  persons  who made  similar
purchases. The plaintiffs sought damages in an unspecified amount.


American  Enterprise Life is included as a party to a preliminary  settlement of
all three class action  lawsuits.  We believe this approach will put these cases
behind us and provide a fair  outcome for our  clients.  Our  decision to settle
does not include any admission of  wrongdoing.  We do not  anticipate  that this
proposed settlement,  or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

<PAGE>

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

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

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

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

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

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

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

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

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

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

</TABLE>

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

<PAGE>

Year 2000

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

A  comprehensive  review of AEFC's  computer  systems  and  business  processes,
including those specific to American  Enterprise Life and the variable  account,
was  conducted to identify the major  systems that could be affected by the Year
2000  issue.   Steps  were  taken  to  resolve  potential   problems   including
modification to existing  software and the purchase of new software.  As of Dec.
31, 1999, AEFC had completed its program of corrective  measures on its internal
systems and applications, including Year 2000 compliance testing. As of Dec. 31,
1999,  AEFC had also completed an evaluation of the Year 2000 readiness of other
third parties whose system failures could have an impact on American  Enterprise
Life's and the variable account's operations.

AEFC's Year 2000 project also included  establishing Year 2000 contingency plans
for all key business units.  Business continuation plans, which address business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  At Dec.  31,  1999,  these  plans had been  amended to include
specific Year 2000 considerations.

In  assessing  its Year 2000  initiatives  and the results of actual  production
since Jan. 1, 2000,  management  believes no material adverse  consequences were
experienced,  and there was no material effect on American Enterprise Life's and
the variable account's business,  results of operations,  or financial condition
as a result of the Year 2000 issue.

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

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

<PAGE>

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

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

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

State Regulation
American  Enterprise  Life is  subject  to the  laws  of the  State  of  Indiana
governing  insurance  companies and to the regulations of the Indiana Department
of  Insurance.  An annual  statement  in the  prescribed  form is filed with the
Indiana  Department  of  Insurance  each year  covering  our  operation  for the
preceding year and its financial  condition at the end of such year.  Regulation
by  the  Indiana  Department  of  Insurance  includes  periodic  examination  to
determine American  Enterprise's  contract  liabilities and reserves so that the
Indiana  Department of Insurance  may certify that these items are correct.  The
Company's books and accounts are subject to review by the Indiana  Department of
Insurance  at  all  times.  Such  regulation  does  not,  however,  involve  any
supervision of the account's management or the company's investment practices or
policies.  In addition,  American Enterprise Life is subject to regulation under
the  insurance  laws  of  other  jurisdictions  in  which  it  operates.  A full
examination of American  Enterprise Life's operations is conducted  periodically
by the National Association of Insurance Commissioners. Under insurance guaranty
fund laws, in most states, insurers doing business therein can be assessed up to
prescribed limits for policyholder losses incurred by insolvent companies.  Most
of these laws do provide however,  that an assessment may be excused or deferred
if it would threaten an insurer's own financial strength.

<PAGE>

Directors and Executive Officers*

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

Directors

James E. Choat
Born in 1947

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

Richard W. Kling
Born 1940

Director and chairman of the board since March 1989.

Paul S. Mannweiler**
Born in 1949

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

Paula R. Meyer
Born in 1954

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

William A. Stoltzmann
Born in 1948

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

Officers other than directors

Jeffrey S. Horton
Born 1961

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

Philip C. Wentzel
Born in 1961

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

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

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

<PAGE>

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

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

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

All executive officers as a group                                                 $7,925,328
(12)
</TABLE>

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

Experts

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

<PAGE>


American Enterprise Life Financial Information

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

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

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

          Total assets                                                                  $4,757,513

LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

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

                                         See accompanying notes.
</TABLE>


<PAGE>


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

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

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

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

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

Income before income taxes                                              43,229            28,865

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

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

                                         See accompanying notes.
</TABLE>


<PAGE>


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

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

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

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

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

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

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

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

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

                                         See accompanying notes.
</TABLE>


<PAGE>


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

1.       General

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

2.       New Accounting Pronouncement

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

<PAGE>

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company

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

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

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



Ernst & Young LLP
February 4, 1999
Minneapolis, Minnesota


<PAGE>


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

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

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

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

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

LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

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

                                         See accompanying notes.
</TABLE>


<PAGE>


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

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

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

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

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

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

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

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

                                         See accompanying notes.
</TABLE>


<PAGE>


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

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

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

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

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

                                         See accompanying notes.
</TABLE>


<PAGE>


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

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

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

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

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

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

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

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

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

<PAGE>



1.   Summary of significant accounting policies

     Nature of business

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

     Basis of presentation

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

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

     Investments

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

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

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

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

<PAGE>

1.   Summary of significant accounting policies (continued)

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

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

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

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

     Statements of cash flows

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

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

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

     Contractholder charges

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

<PAGE>

1.       Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

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

     Liabilities for future policy benefits

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

     Federal income taxes

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

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

     Separate account business

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

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

Accounting Changes

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


<PAGE>


1.   Summary of significant accounting policies (continued)

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

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

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

     Reclassification

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

<PAGE>


2.   Investments

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

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

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

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

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

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

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

</TABLE>


<PAGE>


2.   Investments (continued)

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

                                                Amortized             Fair
    Held to maturity                               Cost              Value

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

                                                Amortized             Fair
    Available for sale                             Cost              Value

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

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

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

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



<PAGE>


2.   Investments (continued)

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

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

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

     At December 31, 1998,  approximately  18 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

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



<PAGE>


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

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

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

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

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

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

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

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

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


<PAGE>


2.   Investments (continued)

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

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

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

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

3.    Income taxes

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

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

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

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

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:

<TABLE>

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

<PAGE>

3.   Income taxes (continued)

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

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

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

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

4.   Stockholder's equity

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

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

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

5.   Related party transactions

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

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

<PAGE>

6.   Lines of credit

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

7.   Derivative financial instruments

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>
                                                                                December 31,
                                                                1998                              1997
                                                               --------                        --------
    <S>                                                  <C>              <C>            <C>              <C>
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,081,193      $1,126,732      $1,186,682      $1,223,108
       Available for sale                                 2,594,858       2,594,858       2,685,799       2,685,799
    Mortgage loans on real estate (Note 2)                  815,806         874,064         738,052         775,869
    Derivative financial instruments (Note 7)                12,103          19,316          16,024          13,740
    Separate account assets (Note 1)                        123,185         123,185          62,087          62,087

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

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

8.

<PAGE>


Fair values of financial instruments (continued)

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

9.   Commitments and contingencies

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

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

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



<PAGE>


Table of Contents of the Statement of Additional Information

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



<PAGE>


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


- - - - -- American Express(R) Variable Portfolio Funds


Mail your request to:

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

We will mail your request to:

Your name _____________________________________________
Address _______________________________________________
City _____________________ State _________ Zip ________

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

                  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.  Currently,  we do not  provide any
performance  information  because  they are new and have not had any activity to
date. However, we show performance from the commencement date of the funds as if
the contract exhisted at that time, which it did not.


<PAGE>


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


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

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

* (Commencement date of the funds)

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

<PAGE>

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

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

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

* (Commencement date of the funds)

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

<PAGE>

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

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

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

* (Commencement date of the funds)

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

<PAGE>

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

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

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

* (Commencement date of the funds)

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

<PAGE>

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

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

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

* (Commencement date of the funds)

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

<PAGE>

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

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

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

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

* (Commencement date of the funds)

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

<PAGE>

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

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

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

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

* (Commencement date of the funds)

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

<PAGE>

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

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

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

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

* (Commencement date of the funds)

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

<PAGE>

Cumulative Total Return

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

                                        ERV - P
                                           P

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

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

Calculation of Yield for Subaccounts Investing in Money Market Funds

Annualized Simple Yield

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

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

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

Annualized Compound Yield

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

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

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

<PAGE>

Annualized Yield for Subaccounts Investing in Income Funds

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

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

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

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

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

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

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

CALCULATING ANNUITY PAYOUTS

The Variable Account

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

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

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

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

<PAGE>

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

Subsequent Payouts: To compute later payouts, we multiply:

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

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

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

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

Net Investment Factor:

We determine the net investment factor by:

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

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

The One-Year Fixed Account

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

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

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

<PAGE>

RATING AGENCIES

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

    Rating Agency              Rating

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

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

       Moody's                  Aa2

PRINCIPAL UNDERWRITER

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

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

INDEPENDENT AUDITORS

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

FINANCIAL STATEMENTS

[To be filed by amendment]

<PAGE>

PART C.

Item 24.      Financial Statements and Exhibits

(a)      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:

1.1      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.

1.2      Resolution of the Board  of  Directors  of  American  Enterprise  Life
         establishing 15 additional Subaccounts within the separate account
         dated Feb. 2, 2000, is filed electronically herewith.

2.       Not applicable.

3.   Form of Selling Agreement to be filed by amendment.

4.1  Form of Deferred Annuity Contract(form 240343), is filed electronically
     herewith.

4.2  Form of  Performance  Credit Rider (form 240349),  is filed  electronically
     herewith.

4.3  Form of Maximum  Anniversary  Value Death Benefit Rider (form  240346),  is
     filed electronically herewith.

4.4  Form of Guaranteed  Minimum Income  Benefit Rider (form  240350),  is filed
     electronically herewith.

4.5  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.

4.6  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.

5.   Form of Variable Annuity Application (form 240345), is filed electronically
     herewith.

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

<PAGE>

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.   Copy of Participation Agreement to be filed by amendment.

9.   Opinion  of  counsel  and  consent  to its  use as to the  legality  of the
     securities being registered, is filed electronically herewith.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Philip C. Wentzel                     IDS Tower 10                           Vice President and Controller
                                      Minneapolis, MN 55440
</TABLE>

<PAGE>

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

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

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

I. Travel Related Services

     American Express Travel Related Services Company, Inc.                               New York

II. International Banking Services

     American Express Bank Ltd.                                                           Connecticut

III. Companies engaged in Financial Services

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

<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>

<S>                                        <C>                                  <C>
Name and Principal Business Address        Position and Offices with            Positions with Offices with
                                           Underwriter                          Registrant
- - - - ------------------------------------------ ------------------------------------ -----------------------------

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

Item 29(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)    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 11th day of February, 2000.

                         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 11th day of
February, 2000.

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. 333-92297/811-7195

                                  EXHIBIT INDEX

Exhibit 1.2        Resolution of the Board of Directors

Exhibit 4.1        Form of Deferred Annuity Contract.

Exhibit 4.2        Form of Performance Credit Rider.

Exhibit 4.3        Form of Maximum Anniversary Value Death Benefit Rider.

Exhibit 4.4        Form of Guaranteed Minimum Income Benefit Rider.

Exhibit 5          Form of Variable Annuity Application

Exhibit 9          Opinion amd Consent of Counsel.

Exhibit 10         Consent of Independent Auditors.



TO THE SECRETARY OF
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY

By Resolution received by the Secretary on July 15, 1987, the Board of Directors
of American Enterprise Life Insurance Company:

         RESOLVED, That American Enterprise Life Insurance Company,  pursuant to
         the provisions of Section  27-1-51  Section 1 Class 1(c) of the Indiana
         Insurance  Code,  established a separate  account  designated  American
         Enterprise  Variable Annuity Account,  to be used for the Corporation's
         Variable Annuity contracts; and

         RESOLVED  FURTHER,  That the proper  officers of the  Corporation  were
         authorized and directed to establish such subaccounts and/or investment
         divisions  of the  Account  in  the  future  as  they  determine  to be
         appropriate; and

         RESOLVED  FURTHER,  That the proper  officers of the  Corporation  were
         authorized   and  directed  to   accomplish   all  filings,   including
         registration  statements  and  applications  for exemptive  relief from
         provisions of the  securities  laws as they deem necessary to carry the
         foregoing into effect.

As President of American  Enterprise Life Insurance Company, I hereby establish,
in accordance with the above  resolutions  and pursuant to authority  granted by
the Board of Directors,  15 additional  subaccounts within the separate account.
Three of each such subaccounts will invest in the following funds:

AXPsm Variable  Portfolio  - Cash Management Fund
AXPsm Variable  Portfolio  - Federal Income Fund
AXPsm Variable  Portfolio  - Managed Fund
AXPsm Variable  Portfolio  - New Dimensions Fund
AXPsm Variable  Portfolio  - Small Cap Advantage Fund

In accordance with the above  resolutions  and pursuant to authority  granted by
the Board of Directors of American  Enterprise Life Insurance Company,  the Unit
Investment Trust comprised of American  Enterprise  Variable Annuity Account and
consisting of 388  subaccounts is hereby  reconstituted  as American  Enterprise
Variable Annuity Account consisting of 403 subaccounts.



                                         Received by the Assistant Secretary:


/s/ James E. Choat                       /s/ Mary Ellyn Minenko
    James E. Choat                           Mary Ellyn Minenko

                                         Date: February 2, 2000


                            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 initial purchase payment.

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

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

<PAGE>
<TABLE>
<CAPTION>

                          Guide to Contract Provisions
<S>                               <C>                                                           <C>

Definitions                         Important words and meanings .................................. Page 3


General Provisions                  Entire contract; Annuity tax qualification; Contract modification;
                                    Incontestability; Benefits based on incorrect data; State laws;
                                    Reports to owner; Evidence of survival; Protection of proceeds;
                                    Payments by us; Voting rights ................................. Page 5

Ownership and Beneficiary           Owner rights; Change of ownership; Beneficiary;
                                    Change of Beneficiary; Assignment ............................. Page 6

Payments to Beneficiary             Describes the amounts payable upon death ...................... Page 7

Purchase Payments                   Purchase payments amounts; Payment limits; Allocations of
                                    purchase payments, Purchase Payment Credits ................... Page 9

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 10

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 12

Withdrawal Provisions               Contract withdrawal for its withdrawal value;
                                    Rules for withdrawal; Market Value Adjustment ................ Page 14

Annuity Provisions                  When annuity payments begin; Different ways to receive
                                    annuity payments; Determination of payment amounts ........... Page 16

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 18
</TABLE>

<PAGE>

                                   Definitions

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

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

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

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

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

Code
The Internal Revenue Code of 1986, as amended.

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

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

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

Fixed 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.  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 birth date and sex.
If the  annuitant's  birth date or sex or your  birth  date has been  misstated,
payments under this contract will be adjusted.  They will be based on what would
have been provided at the correct birth date 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.

<PAGE>

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

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

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

<PAGE>

                            Ownership and Beneficiary

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

If this is an IRA contract, you shall be the annuitant, and during your life you
will have the sole and absolute  power to receive and enjoy all rights under the
contract.  Your  entire  interest  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

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.

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.

<PAGE>

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.

[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 the amount shown in the Contract Data.

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.

<PAGE>

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.

Purchase Payment Credits
We may apply an additional  purchase  payment  credit to your contract value for
applicable  net purchase  payments you make to this contract as indicated on the
Contract Data. The purchase  payment credit is a percentage of such 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  per year is shown in the  Contract  Data 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 charge is equal to
or more than as shown in the Contract Data.

If you make a full  withdrawal  of this  contract,  we deduct the full  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 any Guarantee Period Accounts to other accounts
    anytime  after 60 days of the date of the  payment  allocation  or  transfer
    allocation into such Guarantee Period Account. 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.  If you request a transfer of $500 or less, we will transfer 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.

<PAGE>

We may suspend or modify transfer  privileges at any time. The right to transfer
contract  values  among the  subaccounts  and fixed  accounts 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 and fixed accounts.  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,  not  accepting
transfers to or from the Guarantee Period Accounts 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. 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 as indicated on your Contract Data. .

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:

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

<PAGE>

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

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

The withdrawal charge percentage depends upon the number of years since you made
the payment(s) withdrawn 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;  and (3) amounts  withdrawn  from the  Guarantee  Period
Account(s) within 30 days before the end of the Guarantee Period.

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 not previously  withdrawn and
     which had been paid more than the number of years in the withdrawal  charge
     period  shown in the  Contract  Data prior to  withdrawal.  (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:

<PAGE>

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.

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>
<CAPTION>

               Table A - Dollar Amount of First Monthly Variable Annuity Payment Per $1,000 Applied
- - - - -------------------------------------------------------------------------------------------------------------------
                           Plan A                            Plan B                            Plan C           Plan D
- - - - -------------------------------------------------------------------------------------------------------------------
<S>        <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>
<TABLE>
<CAPTION>

                Plan E - Dollar Amount of First Monthly Variable Annuity Payment Per $1,000 Applied
<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>
<CAPTION>

             Table B - Dollar Amounts of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
- - - - -------------------------------------------------------------------------------------------------------------------
- - - - -------------------------------------------------------------------------------------------------------------------
                           Plan A                            Plan B                            Plan C           Plan D
- - - - -------------------------------------------------------------------------------------------------------------------
<S>       <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>

<TABLE>
<CAPTION>

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

American
Enterprise
Life

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

Flexible Purchase Payment
Investment Experience Reflected in Benefits
Optional Fixed Dollar or Variable Accumulation Values and Annuity Payments
Annuity Payments to Begin on the Retirement Date
This Contract is Nonparticipating - Dividends Are Not Payable

CONTRACT DATA

Contract Number:                    [9920-SAMPLE]
Contract Date:                      [November 1, 1999]
Initial Purchase Payment:           [$25,000]
Retirement Date:                    [November 1, 2039]
Annuitant:                          [John Doe]
Contract Type:                      [Non-Qualified]
Contract Owner:                     [John Doe]

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.

                                              Purchase Payment
                 Allocation                 Allocation Percentage

             AEL One Year Fixed Account             25%
           2 Year Guarantee Period Account            %
           3 Year Guarantee Period Account            %
           4 Year Guarantee Period Account            %
           5 Year Guarantee Period Account            %
           6 Year Guarantee Period Account            %
           7 Year Guarantee Period Account            %
           8 Year Guarantee Period Account            %
           9 Year Guarantee Period Account            %
          10 Year Guarantee Period Account]           %
                   Fund 1                             %
                   Fund 2                           10%
                   Fund 3                             %
                   Fund 4                             %
                   Fund 5                             %
                   Fund 6                             %
                   Fund 7                           10%
                   Fund 8                             %
                   Fund 9                             %
                  Fund 10                           15%
                  Fund 11                             %
                  Fund 12                             %
                  Fund 13                             %
                  Fund 14                             %
                  Fund 15                           15%
                  Fund 16                             %
                  Fund 17                             %
                  Fund 18                             %
                  Fund 19                             %
                  Fund 20                           15%
                  Fund 21                             %
                  Fund 22                           10%

<PAGE>
<TABLE>
<CAPTION>

                            Purchase Payment Credits
<S>                                                <C>
Cumulative Net Purchase Payment Amount               Net Purchase Payment Credit Percentage

 $0  -  $99,999                                                  0%
 $100,000 +                                                      1%
</TABLE>

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.

Contract Number:  [9920-SAMPLE]
Contract Date:    [November 1, 1999]

Maximum Anniversary Value Death Benefit Rider- Attached

5% Accumulation Death Benefit Rider - Attached

Enhanced Protection Death Benefit Rider - Attached

Performance Credit Rider - Attached]
"Subaccount  Limitation under the Performance Credit Rider: We reserve the right
to limit the total amount in the fixed accounts (and the AXP Variable  Portfolio
- - - - - Cash Management Fund) to (10%) of the contract value."]

Guaranteed Minimum Income Benefit Rider
Annual Charge of .30%
(Maximum Anniversary Value Benefit Base) - Attached "Subaccount Limitation under
the Guaranteed  Minimum Income Benefit Rider:  We reserve the right to limit the
total amount in the (AXP Variable  Portfolio - Cash Management Fund) to (10%) of
the total amount in the subaccounts."

Guaranteed Minimum Income Benefit Rider
Annual Charge of .30%
(5% Accumulation Benefit Base)  -  Attached
"Subaccount  Limitation  under the Guaranteed  Minimum Income Benefit Rider:  We
reserve  the right to limit the total  amount in the (AXP  Variable  Portfolio -
Cash Management Fund) to (10%) of the total amount in the subaccounts."

Guaranteed Minimum Income Benefit Rider
Annual Charge of .30%
(Enhanced Protection Benefit Base)  -  Attached
"Subaccount  Limitation  under the Guaranteed  Minimum Income Benefit Rider:  We
reserve  the right to limit the total  amount in the (AXP  Variable  Portfolio -
Cash Management 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 Purchase 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                                  7.0% of purchase payment withdrawal
         5                                  6.0% of purchase payment withdrawal
         6                                  5.0% of purchase payment withdrawal
         7                                  3.0% of purchase payment withdrawal
         8                                  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.
<TABLE>
<CAPTION>
<S>                                             <C>                                                               <C>

Annual Mortality and Expense Risk Charge:                [ 1.10% of the daily net asset value ]                     See page 13.

Annual Variable Account Administrative Charge:           [.15% of the daily net asset value]                        See page 13.

Contract Administrative Charge:                          [$40], waived at contract values of [$50,000] or more

The Maximum Total Purchase Payment:                      [$1,000,000]

The Minimum Additional Purchase Payment is               [$100].

The Minimum Investment in any Guarantee Period Account:  [$1,000]
</TABLE>

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.




                            PERFORMANCE CREDIT 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.

This rider provides  certain  benefits if your contract value has not reached or
exceeded a Target Value on the rider's 10th  anniversary.  If, on the 10th rider
anniversary,  your  contract  value has not reached or exceeded the target value
(as defined below) you can choose either of the following benefits:

(a)  You may  choose  to accept a credit  to your  contract  equal to 5% of your
     purchase  payments  and purchase  payment  credits  less  adjusted  partial
     withdrawals and less purchase payments and purchase payment credits made in
     the prior five years. Such credit is made on the 10th rider anniversary and
     allocated according to your current purchase payment allocations.

(b)  You may choose to begin  receiving  annuity  payouts  (only  with  lifetime
     income  plans;  Plan E cannot be  chosen)  within 60 days of the 10th rider
     anniversary and receive an additional 5% credit as calculated in (a).

Following your 10th rider anniversary, we will inform you if your contract value
did not meet or exceed the Target  Value.  We will assume that you have  elected
(a) unless we receive  your  request to begin a  lifetime  annuity  payout  plan
within 60 days after the 10th rider anniversary.

On the 10th rider  anniversary and every 10 years  thereafter while you have the
contract,  the 10  year  calculation  period  restarts  if (a) is  elected.  The
contract  value  (after any  credits  made) on that  anniversary  is used as the
initial purchase payment for the calculation of the Target Value and any credit.
Additional  credits  may  then be made at the  end of  each  10-year  period  as
described above.

If the rider  effective date is after the contract  effective date, the contract
value on the rider  effective date is used as the initial  purchase  payment for
the calculation of the Target Value and any credits.

Target Value

The Target Value  accumulates  purchase payments and purchase payment credits at
an annual interest rate of 7.2% until the 10th rider  anniversary  less adjusted
partial withdrawals also accumulated at 7.2% until the 10th rider anniversary.

Adjusted Partial Withdrawals

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

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

(b)  is the Target Value on the date of (but prior to) the partial withdrawal.

Reset Option

You can elect to lock in the growth in your contract by  restarting  the 10 year
period on any  contract  anniversary.  If you elect to restart  the  calculation
period,  the contract value on the restart date is used as the initial  purchase
payment for the calculation of the Target Value and any credit. The restart date
is the  contract  anniversary  date just ended after we receive  your request to
restart the calculation  period.  The next 10 year calculation  period will then
restart at the end of the new 10 year period from the most recent  restart date.
We must receive your request to restart the  calculation  period  within 30 days
after an anniversary.

<PAGE>

Fund Selection Effect on Target Value

You may allocate your purchase  payments to any of the  subaccounts or the fixed
accounts.  However,  we  reserve  the  right to limit  the  amount  in the fixed
accounts and the specified  subaccounts as indicated under the Contract Data. If
we do so, we will send you notice and ask you to reallocate  your contract value
so that the  limitation  is  satisfied  in 60  days.  If,  after  60  days,  the
limitation is not satisfied, the Target Value calculation for that year will use
a 3% accumulation rate.

Terminating the Rider

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.

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


                  MAXIMUM ANNIVERSARY VALUE 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.

Maximum Anniversary Value Death Benefits Before Annuitization

A maximum anniversary value 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 the
     earlier  of  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 the earlier of 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".

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  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.


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
                    (Maximum Anniversary Value Benefit Base)

This rider is made part of the annuity  contract to which it is attached  and is
subject to all of the  provisions  in the annuity  contract that do not conflict
with the provisions of this rider.

If the rider  effective date is after the contract  effective date, the contract
value on the rider  effective  date is treated as the initial  premium,  and all
previous  premiums,  purchase  payment  credits,  transfers and  withdrawals are
ignored in the calculation of the benefit.

Guaranteed Minimum Income Benefit

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 seven 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.

Guaranteed Income Benefit Base

If the rider is effective on the contract date,  the  Guaranteed  Income Benefit
Base is the greater of the following:

1.   the contract value

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 the
     earlier  of  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 the earlier of 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".

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.

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" "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.

Any  amounts  payable or applied by us as  described  above will be based on the
contract  values as of the valuation  date on or next  following the  settlement
date.

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.

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 base on the date of (but prior to) the partial withdrawal.

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.

Exercising The Guaranteed Minimum Income Benefit

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 seven 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

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 greater of the adjusted  contract  value on the contract
anniversary or 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; and

          (c)  is the total contract value in the fixed accounts.

The result of (b) minus (c) will not be greater than zero.

The adjusted  contract value is calculated as the contract value plus the lesser
of zero or (a) -(b),  where

               (a)  is the transfers from the  subaccounts to the fixed accounts
                    made in the last six months

               (b)  is the total contract value in the fixed accounts.

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.

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
          contract anniversary, after the effective date of the rider.

     o    You may  terminate  the rider any time after the  seventh  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

         [First Union] Variable Annuity Application Acknowledgement Form
              Issued by American Enterprise Life Insurance Company

Please take a moment to review the following information  concerning your [First
Union] Variable Annuity  contract.  Please sign and date this form and return it
in the postage paid  envelope  within ten days. If any  corrections  are needed,
please note them next to the item(s) listed below.

[First Union] Variable Annuity Contract Number: 9920-SAMPLE
Plan Type: Non-qualified

Contract Owner:                         John Doe
Address:                                100 Main Street
                                        Anywhere, USA 00000
Date of Birth:                          06/01/64
Sex:                                    Male
Social Security (Tax ID) Number:        123-45-6789

Joint Owner:
Date of Birth:
Sex:
Social Security (Tax ID) Number:

Annuitant:                              John Doe
Date of Birth:                          06/01/64
Sex:                                    Male
Social Security (Tax ID) Number:        123-45-6789

Annuity Contract Date:                  11/01/99

Withdrawal Charge Schedule:
 Contract Year: 1        2        3       4        5        6        7        8+
  Percentage:   8%       8%       7%      7%       6%       5%       3%       0%

Additional Riders:
[5% Accumulation Death Benefit Rider]
[GMIB (5% Accumulation Benefit Base)]

Initial Purchase Payment:               [$25,000]

Initial Allocation of Net Purchase Payments:
    25% AEL Fixed Account, 10% Fund 2, 10% Fund 7, 15% Fund 10, 15% Fund 20,
    15% Fund 21 and 10% Fund 22

Beneficiary Name(s):
   Primary Beneficiary:                 Jane Doe
   Relationship:                        Spouse

<PAGE>

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.

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.

I hereby represent this information to be true to the best of my knowledge.

o    Under  penalties of perjury,  I certify that the Social  Security Number or
     taxpayer identification number set forth above is correct.

o    I further  affirm  that this  annuity is not a  replacement  of one or more
     annuity or life insurance contracts.

o    I understand that annuity payments and contract values, when based upon the
     investment experience of a variable account, are not guaranteed.


o    Receipt of the Guaranteed  Minimum Income Benefit  Disclosure  Form for the
     benefit hereby applied for is acknowledged.

o    Receipt of a  prospectus  for the  annuity  product  hereby  applied for is
     acknowledged.


- - - - -----------------------------------------               -----------------------
Owner Signature                                                  Date


- - - - -----------------------------------------               -----------------------
Joint Owner Signature (if applicable)                            Date

<PAGE>

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

- - - - --------------------------------------------------------------------------------
         Annuitant Full Name (First, Middle Initial, Last)


- - - - --------------------------------------------------------------------------------
         Address (Street Address or P.O. Box, City, State, Zip)


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

         Citizenship:      [ ] U.S.
                           [ ] Other (Country)_______________

- - - - --------------------------------------------------------------------------------
         Sex      [ ] M
                  [ ] F

         Date of Birth
         (Month/Day/Year)      /     /

         Social Security Number
         (Tax Identification Number)

- - - - --------------------------------------------------------------------------------
         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      [ ] M
                  [ ] F

         Date of Birth
         (Month/Day/Year)      /     /

         Social Security Number
         (Tax Identification Number)

         For joint spousal owners,  the annuitant's  Social Security number will
         be used for tax reporting  purposes unless you specify  otherwise under
         Remarks.

         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)


- - - - --------------------------------------------------------------------------------
         Annuity Plan (check one)

         [ ] Nonqualified           [ ] Traditional           [ ] 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 $_________

- - - - --------------------------------------------------------------------------------
         Death benefit selection - OPTIONAL
         Note:  If you and the  annuitant  are age 80 or younger you may change
         the death benefit to one of the following selections.

         [ ] 5%  Accumulation  through 80
         [ ] Maximum  Anniversary  Value  (MAV) through age 80
         [ ] Enhanced Protection

- - - - --------------------------------------------------------------------------------
         Guaranteed Minimum Income Benefit - OPTIONAL
         (GMIB) Selection (available to annuitant's age 75)

         [ ] 5% Accumulation through 80
            (Only  available  with  corresponding  death  benefit  selection)
         [ ] Maximum Anniversary Value through age 80
            (Only available with corresponding death benefit selection)
         [ ] Enhanced Protection
            (Only available with corresponding death benefit selection)

- - - - --------------------------------------------------------------------------------
         [ ] Performance Credit Rider - OPTIONAL
            (can only be selected if NO selections is made on a Income Benefit)
             Guaranteed Minimum Income Benefit)

- - - - --------------------------------------------------------------------------------
         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.

- - - - --------------------------------------------------------------------------------
         Remarks and Special Instructions
         (including special mailing instructions)

<PAGE>

         Purchase Payments
         Initial Purchase Payment $_________________
         Payment Allocation*:

         Fixed Account
         ___% AEL One-Year Fixed Account

_______________________________________________________________________________
[CATEGORY 1           CATEGORY 3                 CATEGORY 5
_______________________________________________________________________________
__% Fund 1            __% Fund 9                 __% Fund 15
- - - - --------------------- -------------------------- ------------------------------
__% Fund 2            __% Fund 10                __% Fund 16
- - - - --------------------- -------------------------- ------------------------------
__% Fund 3            __% Fund 11                __% Fund 17
- - - - --------------------- -------------------------- ------------------------------
__% Fund 4                                       __% Fund 18
- - - - --------------------- -------------------------- ------------------------------
_______________________________________________________________________________
CATEGORY 2            CATEGORY 4                 CATEGORY 6
_______________________________________________________________________________
__% Fund 5            __% Fund 12                __% Fund 19
- - - - --------------------- -------------------------- ------------------------------
__% Fund 6            __% Fund 13                __% Fund 20
- - - - --------------------- -------------------------- ------------------------------
__% Fund 7            __% Fund 14                __% Fund 21
- - - - --------------------- -------------------------- ------------------------------
__% Fund 8                                       __% Fund 22]
- - - - --------------------- -------------------------- ------------------------------

      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

*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.

<PAGE>

         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.   If a Guaranteed  Minimum Income Benefit selection is made, I/we acknowledge
     receipt of the Guaranteed Minimum Benefit Disclosure.

6.   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.

7.   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.

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

- - - - --------------------------------------------------------------------------------
         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.

<PAGE>

          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#__________

          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.

          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)


              ----------------------
              Date

<PAGE>

                  Please complete Agent's Report that follows.


         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___________________________

         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



February 11, 2000

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.: 333-92297/811-7195

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
Group Counsel



                         Consent of Independent Auditors

We consent to the  references  to our firm under the  caption  "Experts"  in the
Prospectus  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, included in Pre-Effective Amendment No. 1 to the Registration Statement
(Form N-4, No.  333-92297) and related  Prospectuses for the registration of the
American Express Variable Annuity Contracts to be offered by American Enterprise
Life Insurance Company.


/s/ Ernst & Young LLP
    Ernst & Young LLP
Minneapolis, Minnesota
February 8, 2000



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