CONSENT IN WRITING IN LIEU
                        OF MEETING OF BOARD OF DIRECTORS




TO THE SECRETARY OF AMERICAN
ENTERPRISE LIFE INSURANCE COMPANY

By this  consent in writing  in lieu of a meeting of the Board of  Directors  of
American  Enterprise Life Insurance  Company,  an Indiana  corporation,  we, the
Directors of said  Corporation,  do hereby consent to and authorize the adoption
of the following  resolutions  to be effective  immediately  upon receipt by the
Secretary of the Corporation:

         WHEREAS,  This Board of Directors has  determined  that it is desirable
         for the  Corporation  to develop  certain  market-value  adjusted (MVA)
         annuity contracts and/or combination  MVA/variable annuity contracts to
         be issued by the Corporation. Now, therefore, be it

         RESOLVED,  That American  Enterprise MVA Account is hereby established
         as a separate account in accordance with Section 27-1-5-1.  Class 1(c)
         of the Indiana Insurance Code;

         RESOLVED  FURTHER,  That the proper  officers  of the  Corporation  are
         hereby  authorized  and directed to establish  any  subaccounts  and/or
         investment  divisions within such separate account as they determine to
         be appropriate;

         RESOLVED  FURTHER,  That the proper  officers  of the  Corporation  are
         hereby authorized and directed,  as they may deem appropriate from time
         to time and in accordance  with  applicable  laws and  regulations  to:
         establish further any subaccounts and/or investment  divisions;  change
         the designation of any subaccount,  investment division or the separate
         account to another designation; and/or deregister the separate account;

         RESOLVED  FURTHER,  That the proper  officers  of the  Corporation  are
         hereby authorized and directed to accomplish all filings, registrations
         and  applications for exemptive relief necessary to carry the foregoing
         into effect.





/s/ James E. Choat                               /s/ Paula R. Meyer
    James E. Choat                                   Paula R. Meyer





/s/ Richard W. Kling                             /s/ William A. Stoltzmann
    Richard W. Kling                                 William A. Stoltzmann





/s/ Paul S. Mannweiler
    Paul S. Mannweiler



Received by the Secretary

August 18, 1999




/s/ William A. Stoltzmann
    William A. Stoltzmann





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