KILICO VARIABLE SEPARATE ACCOUNT 2
S-6EL24, 1997-09-08
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<PAGE>   1


As filed with the Securities and Exchange Commission on September 8, 1997
                                           Registration Nos. _______; 811-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                    FORM S-6

               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2

A.   Exact name of Trust:  KILICO VARIABLE SEPARATE ACCOUNT-2

B.   Name of depositor:  KEMPER INVESTORS LIFE INSURANCE COMPANY

C.   Complete address of depositor's principal executive offices:

     1 Kemper Drive
     Long Grove, Illinois   60049

D.   Name and complete address of agent for service:

                             DEBRA P. REZABEK, ESQ.
                    Kemper Investors Life Insurance Company
                                 1 Kemper Drive
                          Long Grove, Illinois   60049

                                   Copies To:


Kurt W. Bernlohr, Esq.                        Joan E. Boros, Esq.
Kemper Investors Life Insurance Company       Katten Muchin & Zavis
1 Kemper Drive                                1025 Thomas Jefferson Street, N.W.
Long Grove, Illinois 60049                    Washington, D.C. 20007

E.   Title and amount of securities begin registered:

     Units of Interests in the Separate Account under Flexible Premium
     Variable Life Insurance Policies.

F.   Proposed maximum aggregate offering price to the public of the securities
     being registered:

     Pursuant to Rule 24f-2 under the Investment Company Act of 1940, an
     indefinite number or amount of securities is being registered by this
     Registration Statement.

<PAGE>   2

G.   Amount of filing fee:  None

H.   Approximate date of proposed public offering:

     As soon as practicable after the effective date of the Registration
     Statement.

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

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


<PAGE>   3


                      RECONCILIATION AND TIE BETWEEN ITEMS
                       IN FORM N-8B-2 AND THE PROSPECTUS


   ITEM NO.
     OF
  FORM N-8B-2    CAPTION IN PROSPECTUS
  -----------    ---------------------
     1.          Cover Page
     2.          Cover Page
     3.          Not Applicable
     4.          Distribution of Policies
     5.          KILICO and the Separate Account; State Regulation of KILICO
     6.          KILICO and the Separate Account
     7.          Not Applicable
     8.          Experts
     9.          Legal Proceedings; Legal Matters
     10.         KILICO and the Separate Account; The Funds; The Policy;
                 Policy Benefits and Rights; General Provisions; Voting 
                 Interests; Dollar Cost Averaging; Systematic Withdrawal Plan; 
                 Federal Tax Matters
     11.         Cover Page; Summary; KILICO and the Separate Account; The Funds
     12.         Not Applicable
     13.         Charges and Deductions
     14.         The Policy
     15.         The Policy; Policy Benefits and Rights
     16.         Summary; The Policy
     17.         The Policy; Policy Benefits and Rights
     18.         The Funds
     19.         General Provisions
     20.         The Funds; General Provisions
     21.         Policy Benefits and Rights
     22.         Not Applicable
     23.         Not Applicable
     24.         General Provisions
     25.         KILICO and the Separate Account
     26.         Not Applicable
     27.         KILICO and the Separate Account
     28.         Directors and Officers of KILICO
     29.         KILICO and the Separate Account
     30.         Not Applicable
     31.         Not Applicable
     32.         Not Applicable
     33.         Not Applicable
     34.         Not Applicable
     35.         KILICO and the Separate Account; Distribution of Policies
     36.         Not Applicable
     37.         Not Applicable


<PAGE>   4



   ITEM NO.
     OF
  FORM N-8B-2    CAPTION IN PROSPECTUS
  -----------    ---------------------

     38.         Distribution of Policies
     39.         KILICO and the Separate Account; Distribution of Policies
     40.         Not Applicable
     41.         KILICO and the Separate Account; Distribution of Policies
     42.         Not Applicable
     43.         Not Applicable
     44.         KILICO and the Separate Account; Charges and Deductions
     45.         Not Applicable
     46.         The Policy; Policy Benefits and Rights; Charges and Deductions
     47.         Summary; KILICO and the Separate Account; The Policy
     48.         Not Applicable
     49.         Not Applicable
     50.         Not Applicable
     51.         Cover Page; Summary; KILICO and the Separate Account; The
                 Policy; Policy Benefits and Rights; Charges and Deductions; 
                 General Provisions; Distribution of Policies
     52.         Summary; KILICO and the Separate Account; The Funds; General
                 Provisions
     53.         Federal Tax Matters
     54.         Not Applicable
     55.         Not Applicable
     56.         Not Applicable
     57.         Not Applicable
     58.         Not Applicable
     59.         Financial Statements
    





<PAGE>   5
                       PROSPECTUS--_____________, 1997

                          FLEXIBLE PREMIUM VARIABLE
                            LIFE INSURANCE POLICY
                     (INDIVIDUAL LIFE AND SURVIVORSHIP)

                                  ISSUED BY

                   KEMPER INVESTORS LIFE INSURANCE COMPANY
               THROUGH ITS KILICO VARIABLE SEPARATE ACCOUNT-2

    HOME OFFICE: 1 KEMPER DRIVE, LONG GROVE, ILLINOIS 60049    (847) 550-5500

This Prospectus describes variable life insurance policies (the "Policy" or
"Policies") offered by Kemper Investors Life Insurance Company ("KILICO") which
provide insurance coverage on either the life of one Insured ("Individual
Policy") or two Insureds ("Survivorship Policy").  The Survivorship Policy
provides life insurance with the Death Benefit payable on the second death as
long as the Policy is in force.  Premiums under the Policy are flexible,
subject to certain restrictions.  The Death Benefit and Cash Value of the
Policy may vary to reflect the investment experience of the KILICO Variable
Separate Account-2 (the "Separate Account").

An Owner may allocate premiums under a Policy to one or more of the Subaccounts
of the Separate Account and the Fixed Account. Each Subaccount invests in
shares of one portfolio of an underlying mutual fund. The underlying mutual
funds and the portfolios of the underlying mutual funds (the "Portfolios")
currently available under the Policy are: (a) Investors Fund Series
(portfolios--Money Market, Total Return, High Yield, Growth, Government
Securities, International, Small Cap Growth, Investment Grade Bond, Value,
Small Cap Value, Value+Growth, Horizon 20+, Horizon 10+, and Horizon 5 (each, a
"Horizon Portfolio" and collectively, the "Horizon Portfolios"), Blue Chip, and
Global Income); and (b) Evergreen Variable Trust (portfolios--Evergreen VA,
Evergreen VA Growth and Income, Evergreen VA Foundation, Evergreen VA Global
Leaders, Evergreen VA Strategic Income, and Evergreen VA Aggressive Growth).
The accompanying prospectuses for the Funds describe the investment objectives
and the attendant risks of the Portfolios.  The Cash Value in the Fixed Account
will accrue interest at a rate that is guaranteed by KILICO.

The Policy meets the definition of "life insurance" under Section 7702 of the
Internal Revenue Code.  The Policy may be issued as or become a modified
endowment contract under Section 7702A of the Internal Revenue Code.   For a
Policy treated as a modified endowment contract, certain distributions will be
includable in gross income for Federal income tax purposes.  See "Federal Tax
Matters" for a discussion of laws that affect the tax treatment of the Policy.

The Owner will make two elections to determine the Death Benefit under the
Policy.  First, the Owner will choose one of two Death Benefit options offered
under the Policy.  In general, under Death Benefit Option A, the Death Benefit
is the Specified Amount stated in the Policy Specifications.  Under Option B,
the Death Benefit is the Specified Amount stated in the Policy Specifications
plus the Cash Value.  Second, the Owner will choose the Death Benefit
qualification test, which is the method of qualifying the Policy as a life
insurance contract for purposes of Federal tax law.  The Owner may not change
the Death Benefit qualification test once selected, but may, subject to certain
restrictions, change from one Death Benefit option to the other after the
Policy has been issued.  KILICO guarantees that the Death Benefit payable for a
Policy will never be less than the Death Benefit stated in the Policy
Specifications, less Debt, as long as the Policy is in force.  There is no
guaranteed Cash Value.  If the Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse.

The Owner may examine the Policy and return it to KILICO for a refund during
the Free-Look Period.

It may not be advantageous to purchase a Policy as a replacement for another
type of life insurance policy, or to obtain additional insurance protection if
a flexible premium variable life insurance policy is already owned.

This Prospectus generally describes only that portion of the Policy allocated
to the Separate Account. For a brief summary of the Fixed Account option see
"The Fixed Account Option."

THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED OR PRECEDED BY A CURRENT
PROSPECTUS FOR THE APPLICABLE UNDERLYING FUND. ALL PROSPECTUSES SHOULD BE READ
                       AND RETAINED FOR FUTURE REFERENCE.
                              ________________


<PAGE>   6

THE POLICY IS NOT INSURED BY THE FDIC, IS NOT A DEPOSIT OR OTHER OBLIGATION OF,
OR GUARANTEED BY, THE DEPOSITORY INSTITUTION; AND IS SUBJECT TO INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.


<PAGE>   7


                               TABLE OF CONTENTS


                                                                            Page

DEFINITIONS.....................................................................

SUMMARY.........................................................................

KILICO AND THE SEPARATE ACCOUNT.................................................

THE FUNDS.......................................................................

FIXED ACCOUNT OPTION............................................................

THE POLICY......................................................................

POLICY BENEFITS AND RIGHTS......................................................

CHARGES AND DEDUCTIONS..........................................................

GENERAL PROVISIONS..............................................................

DOLLAR COST AVERAGING...........................................................

SYSTEMATIC WITHDRAWAL PLAN......................................................

DISTRIBUTION OF POLICIES........................................................

FEDERAL TAX MATTERS.............................................................

LEGAL CONSIDERATIONS............................................................

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS....................................

VOTING INTERESTS................................................................

STATE REGULATION OF KILICO......................................................

DIRECTORS AND OFFICERS OF KILICO................................................

LEGAL MATTERS...................................................................

LEGAL PROCEEDINGS...............................................................

EXPERTS.........................................................................

REGISTRATION STATEMENT..........................................................

FINANCIAL STATEMENTS............................................................

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS........................................

APPENDIX A......................................................................

APPENDIX B......................................................................



<PAGE>   8


DEFINITIONS

ACCOUNT MAINTENANCE CHARGE-A charge deducted in the calculation of the
Accumulation Unit Value for maintaining the Separate Account and Owner records.

ACCUMULATION UNIT--An accounting unit of measure used to calculate the value of
each Subaccount.

AGE--An Insured's age on his or her nearest birthday.

BENEFICIARY--The person to whom the proceeds due on the Insured's (or last
surviving Insured's) death are paid.

CASH VALUE--The sum of the value of Policy assets in the Separate Account,
Fixed Account and Loan Account.

DATE OF RECEIPT--Date of receipt means the Valuation Date during which a
request, form or payment is received at KILICO's Home Office.  KILICO is deemed
to have received any request, form or payment on the date it is actually
received at the Home Office, provided that it is received before the close of
the New York Stock Exchange (which is normally 3:00 p.m. Long Grove time) on
any date when the New York Stock Exchange is open.  Otherwise, it will be
deemed to be received on the next such day.

DEBT--Debt means (1) the principal of any outstanding loan, plus (2) any loan
interest due or accrued to KILICO.

FIXED ACCOUNT--The amount of assets held in the General Account attributable to
the fixed portion of the Policy.

FIXED ACCOUNT VALUE-The portion of the Cash Value in the General Account,
excluding the Loan Account.

FREE-LOOK PERIOD--The period of time in which an Owner may cancel the Policy
and receive a refund.  The applicable period of time will depend on the state
in which the Policy is issued; however, it will be at least 10 days from the
date the Policy is received by the Owner.

FUNDS--The underlying mutual funds in which the Subaccounts of the Separate
Account invest.

GENERAL ACCOUNT--The assets of KILICO other than those allocated to the
Separate Account or any other separate account.

INSURED(S)--The person(s) whose life is/are covered by the Policy and who
is/are named in the Policy Specifications.

ISSUE DATE--The date shown in the Policy Specifications.  Incontestability and
suicide periods for the initial Specified Amount are measured from the Issue
Date.

LOAN ACCOUNT--The amount of assets transferred from the Separate Account and
the Fixed Account and held in the General Account as collateral for Policy
Loans.

MATURITY DATE--The Policy Date anniversary nearest the Insured's (or last
surviving Insured's) 100th birthday.

MONTHLY PROCESSING DATE--The same day in each month as the Policy Date.

MORTALITY AND EXPENSE RISK CHARGE--A charge deducted in the calculation of the
Accumulation Unit Value for the assumption of mortality risks and expense
guarantees.

OWNER--The person designated on the application who may exercise all rights and
privileges under the Policy.


<PAGE>   9

PLANNED PREMIUM--The scheduled premium specified by the Owner in the
application.

POLICY DATE--The date shown in the Policy Specifications.  The Policy Date is
the date used to determine Policy Years and Monthly Processing Dates.  The
Policy Date is the date that insurance coverage takes effect subject to any
principles of conditional receipt under applicable law.

POLICY YEAR--Each year commencing with the Policy Date and each Policy Date
anniversary thereafter.

SEPARATE ACCOUNT VALUE--The portion of the Cash Value in the Subaccount(s).

SPECIFIED AMOUNT--The amount chosen by the Owner and used to calculate the
Death Benefit.  The Specified Amount is shown in the Policy Specifications.

SUBACCOUNT--A subdivision of the Separate Account.

SURRENDER VALUE--The surrender value of a Policy is (1) the Cash Value minus
(2) any Debt.

TRADE DATE--For Policies issued in those jurisdictions that require a return of
the initial premium during the Free-Look Period, including Policies which
replace an existing insurance policy issued in certain jurisdictions, the
Valuation Date which is generally 30 days following the date all requirements
for coverage have been completed by the Owner and coverage under the Policy is
recorded by KILICO as in force.

VALUATION DATE--Each business day on which valuation of the assets of the
Separate Account is required by applicable law, which currently is each day
that the New York Stock Exchange is open for trading.

VALUATION PERIOD--The period that starts at the close of a Valuation Date and
ends at the close of the next succeeding Valuation Date.




                                      2



<PAGE>   10


                                    SUMMARY

     THE FOLLOWING SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE DETAILED
INFORMATION IN THIS PROSPECTUS. YOU SHOULD REFER TO THE HEADING "DEFINITIONS"
FOR THE MEANING OF CERTAIN TERMS. VARIATIONS FROM THE INFORMATION APPEARING IN
THIS PROSPECTUS DUE TO INDIVIDUAL STATE REQUIREMENTS ARE DESCRIBED IN
SUPPLEMENTS WHICH ARE ATTACHED TO THIS PROSPECTUS, OR IN ENDORSEMENTS TO THE
POLICY, AS APPROPRIATE. UNLESS OTHERWISE INDICATED, THE DESCRIPTION OF THE
POLICY CONTAINED IN THIS PROSPECTUS ASSUMES THAT THE POLICY IS IN FORCE, THAT
THERE IS NO INDEBTEDNESS, AND THAT CURRENT FEDERAL INCOME TAX LAWS APPLY.

     The Owner of a Policy pays a premium for life insurance coverage on the
person or persons insured. The Policy is a flexible premium policy, so subject
to certain limitations, an Owner may choose the amount and frequency of premium
payments. The Policy provides for a Surrender Value which is payable if the
Policy is terminated during an Insured's lifetime. The Death Benefit and Cash
Value of the Policy may increase or decrease to reflect investment experience.
There is no guaranteed Cash Value.  If the Surrender Value is insufficient to
pay charges under the Policy, the Policy will lapse unless an additional
premium payment or loan repayment is made. (See "The Policy--Premiums and
Allocation of Premiums and Separate Account Value,"  page ___; "Charges and
Deductions," and "Policy Benefits and Rights,"  page ___.)

     Under certain circumstances, a Policy may be issued as or become a
modified endowment contract as a result of a material change or reduction in
benefits as defined by the Internal Revenue Code. Excess premiums paid may also
cause the Policy to become a modified endowment contract. For a Policy treated
as a modified endowment contract, certain distributions will be included in the
Owner's gross income for purposes of Federal income tax (See "Federal Tax
Matters,"  page ___.)

     The purpose of the Policy is to provide insurance protection for the named
beneficiary. No claim is made that the Policy is in any way similar or
comparable to a systematic investment plan of a mutual fund.

POLICY BENEFITS

     CASH VALUE. The Policy provides for a Cash Value. The Cash Value will
reflect the amount and frequency of premium payments, the investment experience
of the selected Subaccounts, any values in the Fixed Account and Loan Account,
and charges imposed in connection with the Policy. The Owner bears the entire
investment risk on that portion of the net premiums and Cash Value allocated to
the Separate Account. KILICO does not guarantee a minimum Separate Account
Value. (See "Policy Benefits and Rights--Cash Value,"  page ___.)

     An Owner may surrender a Policy at any time and receive the Surrender
Value, which equals the Cash Value less any outstanding Debt.  Partial
withdrawals are also available subject to restrictions. (See "Policy Benefits
and Rights--Surrender Privilege,"  page ___.)

     POLICY LOANS.  An Owner may borrow up to 90% of the Policy's Cash Value,
subject to the requirements of the Internal Revenue Code.  (See "Federal Tax
Matters,"  page ___.)  The minimum amount of a loan is $500. Interest at a rate
not to exceed the greater of the interest rate set forth in the Policy and a
published monthly average, currently Moody's Corporate Bond Yield
Average-Monthly Average Corporates ("Adjustable Loan Interest Rate") will be
charged on outstanding loan amounts.

     When a loan is made, a portion of the Policy's Cash Value equal to the
amount of the loan will be transferred from the Separate Account and the Fixed
Account (proportionately, unless the Owner requests otherwise) to the Loan
Account.  Cash Values within the Loan Account will earn interest at a rate
equal to Adjustable Loan Interest Rate reduced by not more than 1%.  Such
earnings will be allocated to the Loan Account.  (See "Policy Benefits and
Rights--Policy Loans,"  page ___.)

                                      3


<PAGE>   11

     If the Policy is treated as a modified endowment contract, a loan will be
treated as a distribution for Federal income tax purposes and may be subject to
tax, withholding and penalties.  (See "Federal Tax Matters,"  page ___.)

     DEATH BENEFITS.  As long as the Policy remains in force, the Policy
provides a Death Benefit payment upon the death of the Insured (or upon the
death of the last surviving Insured if the Policy is issued as a Survivorship
Policy).  The Owner will make two elections to determine the Death Benefit
under the Policy.  First, the Owner will choose one of two Death Benefit
options.  Under Option A, the Death Benefit is the Specified Amount stated in
the Policy Specifications.  Under Option B, the Death Benefit is the Specified
Amount stated in the Policy Specifications plus the Cash Value. In either case,
the Death Benefit will not be less than a specified multiple of the Cash Value.
Second, the Owner will choose the Death Benefit qualification test, which is
the method for qualifying the Policy as a life insurance contract for purposes
of Federal tax law.  The Owner may not change the Death Benefit qualification   
test once selected, but may, subject to certain restrictions, change from Death
Benefit Option A to Death Benefit Option B, and vice versa, after the Policy
has been issued.  The Death Benefit payable will be reduced by any Debt.  (See
"Policy Benefits and Rights--Death Benefits,"  page ___.)

PREMIUMS

     The Owner has flexibility concerning the amount and frequency of premium
payments.  At the time of application, the Owner will determine a Planned
Premium.  However, the Owner will not be required to adhere to the schedule
and, subject to certain restrictions, may make premium payments in any amount
and at any frequency.  The amount, frequency, and period of time over which an
Owner pays premiums may affect whether the Policy will be classified as a
modified endowment contract.  The minimum monthly premium payment is $50.
Other minimums apply for other payment modes.

     Payment of the Planned Premium will not guarantee that a Policy will
remain in force.  Instead, the duration of the Policy depends on the Policy's
Surrender Value.  (See "The Policy--Premiums,"  page ___.)

THE SEPARATE ACCOUNT

     ALLOCATION OF PREMIUMS.  The portion of the premium available for
allocation equals the premium paid less applicable charges.  An Owner indicates
in the application for the Policy the percentages of premium to be allocated
among the Subaccounts and the Fixed Account.  The Separate Account currently
consists of twenty-two Subaccounts, each of which invests in shares of a
designated portfolio of the Investors Fund Series or Evergreen Variable Trust.

     For Policies issued in those jurisdictions that require a return of
premium, including Policies which replace an existing insurance policy issued
in certain jurisdictions, the initial premium less applicable charges will be
allocated to the Money Market Subaccount.  On the Trade Date, which is thirty
days from the Issue Date, the Separate Account Value in the Money Market
Subaccount will be allocated among the Subaccounts and the Fixed Account in
accordance with the Owner's instructions in the application.  For all other
jurisdictions, on the Issue Date the initial premium less applicable charges
will generally be allocated to the Subaccounts and the Fixed Account as elected
by the Owner in the application for a Policy.  (See "The Policy -- Policy
Issue,"  page ___.)

     TRANSFERS. Separate Account Value may be transferred among the
Subaccounts.  One transfer of all or part of the Separate Account Value may be
made within a fifteen (15) day period.  Transfers are also permitted between
the Fixed Account and the Subaccounts, subject to restrictions.  (See
"Allocation of Premiums and Separate Account Value," page ___.)

THE FUNDS

     The following portfolios of the Investors Fund Series are currently
available for investment by the Separate Account:

                                      4

<PAGE>   12

     MONEY MARKET PORTFOLIO, TOTAL RETURN PORTFOLIO, HIGH YIELD PORTFOLIO,
GROWTH PORTFOLIO, GOVERNMENT SECURITIES PORTFOLIO, INTERNATIONAL PORTFOLIO,
SMALL CAP GROWTH PORTFOLIO, INVESTMENT GRADE BOND PORTFOLIO, VALUE PORTFOLIO,
SMALL CAP VALUE PORTFOLIO, VALUE+GROWTH PORTFOLIO, HORIZON 20+ PORTFOLIO,
HORIZON 10+ PORTFOLIO, HORIZON 5 PORTFOLIO, BLUE CHIP PORTFOLIO, AND GLOBAL
INCOME PORTFOLIO.

     The following portfolios of Evergreen Variable Trust are currently
available for investment by the Separate Account:

     EVERGREEN VA FUND, EVERGREEN VA GROWTH AND INCOME FUND, EVERGREEN VA
FOUNDATION FUND, EVERGREEN VA GLOBAL LEADERS FUND, EVERGREEN VA STRATEGIC
INCOME FUND, AND EVERGREEN VA AGGRESSIVE GROWTH FUND.

     For a more detailed description of the Funds, see "The Funds", the Funds'
prospectuses, and statements of additional information available upon request.

CHARGES

     A state and local premium tax charge equal to the actual state tax rate
may be deducted from each premium payment under the Policy prior to allocation
of the net premium.  State and local premium tax rates range from .75% to 5%.
In addition, a charge of 1% of each premium payment will be deducted to
compensate KILICO for higher corporate income tax liability resulting from
changes in the tax law made by the Omnibus Budget Reconciliation Act of 1990.
(See "Charges and Deductions--Deductions from Premiums,"  page ___.)

     No other charges are currently made from premium or the Separate Account
for Federal, state or other taxes.  Should KILICO determine that such taxes may
be imposed, it may make deductions from the Separate Account to pay those
taxes.  (See "Federal Tax Matters,"  page ___.)

     Deductions will be made from the Policy's Cash Value in each Subaccount
and the Fixed Account on the Policy Date and on each Monthly Processing Date
for the cost of providing life insurance coverage for the Insured(s).  In
addition, KILICO deducts an asset charge from each Subaccount on a daily basis
for the assumption by KILICO of certain mortality and expense risks incurred in
connection with the Policy, at an effective annual rate guaranteed not to
exceed 0.90%.  (See "Charges and Deductions--Cost of Insurance Charge and
Mortality and Expense Risk Charge.")

     KILICO also deducts a Monthly Administrative Charge and an Account
Maintenance Fee to compensate it for expenses related to Policy administration
and maintenance of the Separate Account.  The Monthly Administrative Charge is
deducted from the Policy's Cash Value on each Monthly Processing Date in the
amount of $20 per month during the first Policy Year and the first 12 months
following an increase in Specified Amount, and $5 per month at all other times.
The Account Maintenance Fee is taken as a daily asset charge, at an effective
annual rate of 0.45%, from each Subaccount.  (See "Charges and
Deductions--Policy and Separate Account Administration Charges,"  page ___.)

     The Subaccounts purchase shares of the Funds.  Each Portfolio of the Funds
incurs annual fund operating expenses which consist of management fees and
other expenses.  See "The Funds" and "Charges and Deductions" in this
Prospectus and the prospectuses for the Funds for the other expenses for each
Portfolio and for additional information about the fees and expenses of the
Funds.

     The Policy is available for distribution through entities or persons that
provide separate trust or consultative services for which they charge a fee.
The fees are not part of the Policy and KILICO is not responsible for the
payment of the fees.  Under special circumstances with KILICO's consent, the
Policy may be distributed through entities or persons that do not provide such
additional services.  Although KILICO does not charge any explicit sales load,
it will compensate broker-dealers for the sale of the Policies.  Expenses
incurred in the distribution of the 


                                      5

<PAGE>   13

Policies, including commissions and marketing allowances, printing, and
preparing sales literature may be covered from other sources, including profits
from other charges, including the Mortality and Expense Risk Charge,
administrative charges and cost of insurance charges.


TAX TREATMENT UNDER CURRENT FEDERAL TAX LAW

     The Cash Value, while it remains in the Policy, and the Death Benefit
should be subject to the same Federal income tax treatment as the cash value
under a conventional fixed benefit life insurance policy.  Under existing tax
law, if the Policy is not treated as a modified endowment contract, the Owner
is generally not deemed to be in receipt of the Cash Value under a Policy until
a distribution occurs through a withdrawal or surrender.  If the Policy is
treated as a modified endowment contract, a loan will also be treated as a
distribution subject to immediate taxation.  A change of Owners, an assignment,
a loan or a surrender of the Policy may have tax consequences.

     Death Benefits payable under the Policy should be completely excludable
from the gross income of the Beneficiary.  As a result, the Beneficiary
generally will not be subject to income tax on the Death Benefit.  (See
"Federal Tax Matters,"  page ___.)

FREE-LOOK PERIOD

     The Owner is granted a period of time to examine a Policy and return it
for a refund.  The applicable period of time will depend on the state in which
the Policy is issued; however, it will be at least 10 days from the date the
Policy is received by the Owner.  (See "Policy Benefits and Rights--Free-Look 
Period and Exchange Rights,"  page ___.)

ILLUSTRATIONS OF CASH VALUES, SURRENDER VALUES, DEATH BENEFITS

     Tables in Appendix A illustrate the Cash Values, Surrender Values and
Death Benefits based upon certain hypothetical assumed rates of return for the
Separate Account and the charges deducted under the Policy.

                        KILICO AND THE SEPARATE ACCOUNT

KEMPER INVESTORS LIFE INSURANCE COMPANY

     Kemper Investors Life Insurance Company ("KILICO"), 1 Kemper Drive, Long
Grove, Illinois 60049, was organized in 1947 and is a stock life insurance
company organized under the laws of the State of Illinois.  KILICO is a
wholly-owned subsidiary of Kemper Corporation, a nonoperating holding company.
Zurich Insurance Company ("Zurich"), and Insurance Partners L.P. and Insurance
Partners Offshore (Bermuda), L.P. indirectly and directly own 84 percent and 16
percent, respectively, of Kemper Corporation.  KILICO offers life insurance and
annuity products and is admitted to do business in the District of Columbia and
all states except New York.

SEPARATE ACCOUNT

     KILICO Variable Separate Account-2 (the "Separate Account") was
established by KILICO as a separate investment account on June 17, 1997.  The
Separate Account will receive and invest net premiums under the Policy.  In
addition, the Separate Account may receive and invest net premiums for other
variable life insurance policies offered by KILICO.

     The Separate Account is administered and accounted for as part of the
general business of KILICO, but the income, capital gains or capital losses of
the Separate Account are credited to or charged against the assets held in the
Separate Account, without regard to any other income, capital gains or capital
losses of any other separate 


                                      6

<PAGE>   14

account or arising out of any other business which KILICO may conduct.  The 
benefits provided under the Policy are obligations of KILICO.

     The Separate Account has been registered with the Securities and Exchange
Commission ("Commission") as a unit investment trust under the Investment
Company Act of 1940 (the "1940 Act").  Such registration does not involve
supervision by the Commission of the management, investment practices or
policies of the Separate Account or KILICO.

     The Separate Account is currently divided into twenty-two Subaccounts.
Each Subaccount invests exclusively in shares of one of the corresponding
portfolios of the Funds.  Income and both realized and unrealized gains or
losses from the assets of each Subaccount generally are credited to or charged
against that Subaccount without regard to income, gains or losses from any
other Subaccount or arising out of any business KILICO may conduct.

                                   THE FUNDS

     The Separate Account invests in shares of the Investors Fund Series and
Evergreen Variable Trust, series type mutual funds registered with the
Commission as open-end management investment companies.  A series mutual fund
has two or more separate series or portfolios with differing investment
objectives.  Registration of the Funds does not involve supervision of their
management, investment practices or policies by the Commission.  The Funds are
designed to provide investment vehicles for variable life insurance and
variable annuity contracts.  Shares of the Funds currently are sold only to
insurance company separate accounts and, with respect to Evergreen Variable
Trust, certain qualified retirement plans.  In addition to the Separate
Account, shares of the Funds may be sold to variable life insurance and
variable annuity separate accounts of insurance companies not affiliated with
KILICO.  It is conceivable that in the future it may be disadvantageous for
variable life insurance separate accounts of companies unaffiliated with
KILICO, or for variable life insurance separate accounts, variable annuity
separate accounts and qualified retirement plans to invest simultaneously in
the Funds.  Currently neither KILICO nor the Funds foresees any such
disadvantages to variable life insurance owners, variable annuity owners or
qualified retirement plans.  Management of the Funds has an obligation to
monitor events to identify material conflicts between such owners and determine
what action, if any, should be taken.  In addition, if KILICO believes that a
Fund's response to any of those events or conflicts insufficiently protects the
Owners, it will take appropriate action on its own.

     The Separate Account invests in several series of the Funds
("Portfolios").  The assets of each Portfolio are held separate from the assets
of the other Portfolios, and each Portfolio has its own distinct investment
objective and policies.  Each Portfolio operates as a separate investment fund,
and the income, gains or losses of one Portfolio generally have no effect on
the investment performance of any other Portfolio.

INVESTORS FUND SERIES

     The Portfolios of Investors Fund Series in which the Separate Account
invests are summarized below:

     MONEY MARKET PORTFOLIO:  Seeks maximum current income to the extent
consistent with stability of principal from a portfolio of high quality money
market instruments that mature in twelve months or less.

     TOTAL RETURN PORTFOLIO:  Seeks a high total return, a combination of
income and capital appreciation, by investing in a combination of debt
securities and common stocks.

     HIGH YIELD PORTFOLIO:  Seeks a high level of current income by investing
in fixed-income securities.

     GROWTH PORTFOLIO:  Seeks maximum appreciation of capital through
diversification of investment securities having potential for capital
appreciation.

                                      7

<PAGE>   15

     GOVERNMENT SECURITIES PORTFOLIO:  Seeks high current return consistent
with preservation of capital from a portfolio composed primarily of U.S.
Government securities.

     INTERNATIONAL PORTFOLIO:  Seeks total return, a combination of capital
growth and income, principally through an internationally diversified portfolio
of equity securities.

     SMALL CAP GROWTH PORTFOLIO:  Seeks maximum appreciation of investors'
capital from a portfolio primarily of growth stocks of smaller companies.

     INVESTMENT GRADE BOND PORTFOLIO: Seeks high current income by investing
primarily in a diversified portfolio of investment grade debt securities.

     VALUE PORTFOLIO: Seeks to achieve a high rate of total return from a
portfolio primarily of value stocks of larger companies.

     SMALL CAP VALUE PORTFOLIO: Seeks long-term capital appreciation from a
portfolio primarily of value stocks of small companies.

     VALUE+GROWTH PORTFOLIO: Seeks growth of capital through professional
management of a portfolio of growth and value stocks.

     HORIZON 20+ PORTFOLIO: Designed for investors with approximately a 20+
year investment horizon, seeks growth of capital, with income as a secondary
objective.

     HORIZON 10+ PORTFOLIO: Designed for investors with approximately a 10+
year investment horizon, seeks a balance between growth of capital and income,
consistent with moderate risk.

     HORIZON 5 PORTFOLIO: Designed for investors with approximately a 5 year
investment horizon, seeks income consistent with preservation of capital, with
growth of capital as a secondary objective.

     BLUE CHIP PORTFOLIO: Seeks growth of capital and of income.

     GLOBAL INCOME PORTFOLIO: Seeks to provide high current income consistent
with prudent total return asset management.

     Zurich Kemper Investments, Inc. ("ZKI"), an affiliate of KILICO, is the
investment adviser to each portfolio of the Investors Fund Series specified
above, other than the Value and Small Cap Value Portfolios, and manages its
daily investments and business affairs, subject to the policies established by
the trustees of the Investors Fund Series.  For its advisory services to the
Portfolios, ZKI receives compensation monthly at annual rates equal to .50 of
1%, .55 of 1%, .60 of 1%, .60 of 1%, .55 of 1%, .75 of 1%, .65 of 1%, .60 of
1%, .75 of 1%, .60 of 1%, .60 of 1%, .60 of 1%, .65 of 1%, and .75% of 1% of
the average daily net asset values of the Money Market Portfolio, the Total
Return Portfolio, the High Yield Portfolio, the Growth Portfolio, the
Government Securities Portfolio, the International Portfolio, the Small Cap
Growth Portfolio, the Investment Grade Bond Portfolio, the Value+Growth
Portfolio, the Horizon 20+ Portfolio, the Horizon 10+ Portfolio, the Horizon 5
Portfolio, the Blue Chip Portfolio, and the Global Income Portfolio,
respectively.  Dreman Value Advisors, Inc. ("DVA"), a wholly owned subsidiary
of ZKI, is the investment manager for the Value and Small Cap Value Portfolios,
for which it is paid a management fee at an annual rate of .75 of 1% of the
average daily net assets value of these Portfolios.  DVA also serves as
sub-adviser for the Value+Growth Portfolio and the Horizon Portfolios.  ZKI
pays DVA for its services as sub-adviser for the Value+Growth Portfolio and the
Horizon Portfolios a sub-advisory fee, payable monthly, at an annual rate of
 .25 of 1% of the average daily net assets of the Value+Growth Portfolio and at
an annual rate of .25 of 1% of the portion of the average daily net assets of
each Horizon Portfolio allocated by ZKI to DVA for management.  ZKI uses the
services of Zurich Investment Management Limited ("ZIML"), an affiliate of ZKI,
as a sub-adviser for the 

                                      8

<PAGE>   16

Total Return, High Yield, Growth, International, Small Cap Growth, Investment
Grade Bond, Value+Growth, Horizon, Blue Chip, and Global Income Portfolios. 
ZKI pays ZIML for its services a sub-advisory fee, payable monthly at the
following annual rates applied to the portion of the average daily net
assets of the applicable Portfolio allocated by ZKI to ZIML for management: .35
of 1% for the Total Return, Growth, International, Small Cap Growth,
Value+Growth, Horizon and Blue Chip Portfolios and .30 of 1% for the High
Yield, Investment Grade Bond and Global Income Portfolios.

     Zurich has entered into a definitive agreement with Scudder, Stevens &
Clark, Inc. ("Scudder") pursuant to which Zurich will acquire approximately 70%
of Scudder.  Upon completion of the transaction, Scudder will change its name
to Scudder Kemper Investments, Inc. ("SKI"), and ZKI will be operated either as
a subsidiary of SKI or as part of SKI.  Consummation of the transaction is
subject to a number of contingencies.  Because the transaction would, under the
1940 Act, constitute an assignment of the Fund's investment management
agreements with ZKI and its affiliate, DVA, it is anticipated that ZKI would
seek approval of new agreements by the Fund's board and shareholders.  If the
contingencies are timely met, the transaction is expected to close in the
fourth quarter of 1997.  Zurich will own 69.5% of SKI and senior employees of
SKI will hold the remaining 30.5%.  SKI will be headquartered in New York City,
and the chief executive officer of SKI will be Edmond D. Villani, Scudder's
president and chief executive officer.  Mr. Villani will also join Zurich's
Corporate Executive Board.  A transition team comprised of representatives from
ZKI, Zurich, and Scudder has been formed to make recommendations regarding
combining the operations of Scudder and ZKI.

EVERGREEN VARIABLE TRUST

     The Portfolios of the Evergreen Variable Trust in which the Separate
Account invests are summarized below:

     EVERGREEN VA FUND: Seeks to achieve capital appreciation by investing in
the securities of little-known or relatively small companies, or companies
undergoing changes which the Fund's investment adviser believes will have
favorable consequences.  Income will not be a factor in the selection of
portfolio investments.

     EVERGREEN VA GROWTH AND INCOME FUND: Seeks to achieve a return composed of
capital appreciation in the value of its shares and current income.  The Fund
will attempt to meet its objective by investing in the securities of companies
which are undervalued in the marketplace relative to those companies' assets,
breakup value, earnings, or potential earnings growth.

     EVERGREEN VA FOUNDATION FUND: Seeks, in order of priority, reasonable
income, conservation of capital and capital appreciation.  The Fund invests
principally in income-producing common and preferred stocks, securities
convertible into or exchangeable for common stocks and fixed income securities.

     EVERGREEN VA GLOBAL LEADERS FUND: Seeks to achieve capital appreciation by
investing primarily in a diversified portfolio of U.S. and non-U.S. equity
securities of companies located in the world's major industrialized countries.
The Fund's investment adviser will attempt to screen the largest companies in
the world's major industrialized countries and cause the Fund to invest, in the
opinion of the Fund's investment adviser, in the 100 best based on certain
qualitative and quantitative criteria.

     EVERGREEN VA STRATEGIC INCOME FUND: Seeks high current income from
interest on debt securities and, secondarily, considers potential for growth of
capital in selecting securities.

     EVERGREEN VA AGGRESSIVE GROWTH FUND: Seeks long-term capital appreciation
by investing primarily in common stocks of emerging growth companies and in
larger, more well established companies, all of which are viewed by the Fund's
investment adviser as having above average appreciation potential.



                                      9



<PAGE>   17



     Evergreen Asset Management Corp. ("Evergreen Asset") is the investment
adviser to Evergreen VA Fund, Evergreen VA Growth and Income Fund, Evergreen VA
Foundation Fund, and Evergreen VA Global Leaders Fund.  Evergreen Asset has
entered into a sub-advisory agreement with Lieber & Company for each of the
foregoing Portfolios of the Evergreen Variable Trust, as described in the
prospectus for the Evergreen Variable Trust.  Evergreen Asset is solely
responsible for compensating Lieber & Company.  For its services as investment
adviser, Evergreen Asset receives an annual fee equal to the following
percentages of average daily net asset values: Evergreen VA Fund 0.95 of 1%;
Evergreen VA Growth and Income Fund 0.95 of 1%; Evergreen VA Foundation Fund
0.825 of 1%; and Evergreen VA Global Leaders Fund 0.95 of 1%.  Keystone
Investment Management Company is the investment adviser to Evergreen VA
Strategic Income Fund, for which it receives a fee consisting of 2% of gross
dividend and interest income earned by the Portfolio during each fiscal period,
plus a maximum percentage of 0.45 of 1% of average daily net assets.  The
Capital Management Group of First Union National Bank of North Carolina ("CMG")
is the investment adviser to Evergreen VA Aggressive Growth Fund.  CMG receives
an annual fee equal to 0.60 of 1% of average daily net assets of the Portfolio.

     KILICO may receive compensation from the investment advisers of the Funds
for services related to the Funds.  Such compensation will be consistent with
the services rendered or the cost savings resulting from the arrangement.

     There is no assurance that any of the Portfolios of the Investors Fund
Series or the Evergreen Variable Trust will achieve its stated objective.  More
detailed information, including a description of risks involved in investing in
each of the Portfolios may be found in the prospectus for each Fund and each
Fund's statement of additional information.

CHANGE OF INVESTMENTS

     KILICO reserves the right, subject to applicable law, to make additions
to, deletions from, or substitutions for the shares held by the Separate
Account or that the Separate Account may purchase.  KILICO reserves the right
to eliminate the shares of any of the Portfolios and to substitute shares of
another series of the Funds or of another investment company, if the shares of
a Portfolio are no longer available for investment, or if in its judgment
further investment in any Portfolio becomes inappropriate in view of the
purposes of the Policy or the Separate Account.  KILICO may also eliminate or
combine one or more subaccounts, transfer assets, or it may substitute one
subaccount for another subaccount, if, in its sole discretion, marketing, tax
or investment conditions warrant.  KILICO will not substitute any shares
attributable to an Owner's interest in a Subaccount without notice to the Owner
and prior approval of the Commission, to the extent required by the 1940 Act or
other applicable law.  Nothing contained in this Prospectus shall prevent the
Separate Account from purchasing other securities for other series or classes
of policies, or from permitting a conversion between series or classes of
policies on the basis of requests made by Owners.

     KILICO also reserves the right to establish additional subaccounts of the
Separate Account, each of which would invest in a new portfolio of the Funds,
or in shares of another investment company, with a specified investment
objective.  New subaccounts may be established when, in the sole discretion of
KILICO, marketing needs or investment conditions warrant, and any new
subaccounts may be made available to existing Owners as determined by KILICO.

     If deemed by KILICO to be in the best interests of persons having
interests under the Policy, the Separate Account may be: (a) operated as a
management company under the 1940 Act; (b) deregistered under that Act in the
event such registration is no longer required; or (c) combined with other
KILICO separate accounts.  To the extent permitted by law, KILICO may also
transfer the assets of the Separate Account associated with the Policy to
another separate account, or to the General Account.

                            FIXED ACCOUNT OPTION


                                     10

<PAGE>   18

     NET PREMIUMS ALLOCATED BY POLICY OWNERS TO THE FIXED ACCOUNT OF THE POLICY
AND TRANSFERS TO THE FIXED ACCOUNT BECOME PART OF THE GENERAL ACCOUNT OF
KILICO, WHICH SUPPORTS INSURANCE AND ANNUITY OBLIGATIONS.  BECAUSE OF EXEMPTIVE
AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") NOR IS THE FIXED
ACCOUNT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF
1940 ("1940 ACT").  ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS
THEREIN GENERALLY ARE SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940 ACTS AND
KILICO HAS BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS WHICH RELATE TO
THE FIXED PORTION.  DISCLOSURES REGARDING THE FIXED ACCOUNT, HOWEVER, MAY BE
SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES
LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN 
PROSPECTUSES.

     Under the Fixed Account Option offered under the Policies, KILICO
allocates payments to its General Account and pays a fixed interest rate for
stated periods.  This Prospectus describes only the element of the Policy
pertaining to the Separate Account except where it makes specific reference to
fixed accumulation and settlement elements.

     The Policies guarantee that payments allocated to the Fixed Account will
earn a minimum fixed interest rate of 3%.  KILICO, at its discretion, may
credit interest in excess of 3%.  KILICO reserves the right to change the rate
of excess interest credited as provided under the terms of the Policy.  KILICO
also reserves the right to declare separate rates of excess interest for net
premiums or amounts transferred at designated times, with the result that
amounts at any given designated time may be credited with a higher or lower
rate of excess interest than the rate or rates of excess interest previously
credited to such amounts and net premiums or amounts transferred at any other
designated time.  Pursuant to state insurance law, KILICO may defer payment of
any surrender proceeds, withdrawal amounts, or loan amounts from the Fixed
Account for a period up to six (6) months.

                                   THE POLICY

POLICY ISSUE

     Before KILICO will issue a Policy, it must receive a completed application
and a full initial premium at its Home Office.  A Policy ordinarily will be
issued only for Insureds Age up through 85 who supply satisfactory evidence of
insurability to KILICO.  Acceptance of an application is subject to
underwriting by KILICO.

     After underwriting is complete and the Policy is delivered to the Owner,
insurance coverage under the Policy will be deemed to have begun as of the
Policy Date. (See "Premiums.")  If the Policy is a Survivorship Policy, the
Owner of the Policy will be the Insureds jointly or the surviving Owner, unless
a different Owner is named in the application.  If the Policy is jointly owned,
rights under the Policy must be exercised by the Owners jointly.

PREMIUMS

     Premiums are to be paid to KILICO at its Home Office.  (See "Distribution
of Policies.")  Checks ordinarily must be made payable to KILICO.

     PLANNED PREMIUMS.  When applying for a Policy, an Owner will specify a
Planned Premium payment that provides for the payment of level premiums over a
specified period of time.  However, the Policy Owner is not required to pay
Planned Premiums.

     The minimum monthly premium that will be accepted by KILICO is $50.  For
modes other than monthly the minimums are: single premium $5,000; annual $600;
semi-annual $300; quarterly $150; and unscheduled $150.  The maximum amount of
premium that may be paid at any time is that which is permitted under
applicable tax law to qualify the Policy as a life insurance contract.  The
amount, frequency and period of time over which an Owner pays premiums may
affect whether the Policy will be classified as a modified endowment contract,
which is a type 

                                     11

<PAGE>   19

of life insurance contract subject to different tax treatment than conventional
life insurance contracts for certain pre-death distributions. Accordingly,
variations from the Planned Premiums on a Policy that is not otherwise a
modified endowment contract may result in the Policy becoming a modified
endowment contract for tax purposes.

     Payment of the Planned Premium will not guarantee that a Policy will
remain in force.  Instead, the duration of the Policy depends upon the Policy's
Surrender Value.  Even if Planned Premiums are paid, the Policy will lapse any
time Surrender Value is insufficient to pay the current monthly deductions and
a Grace Period expires without sufficient payment.  (See "Policy Lapse and
Reinstatement.")

     KILICO may reject or limit any premium payment that is below the current
minimum premium amount requirements, or that would increase the Death Benefit
by more than the amount of the premium.  All or a portion of a premium payment
will be rejected and returned to the Owner if it would disqualify the Policy as
life insurance under the Internal Revenue Code.  In no event will KILICO reject
a premium payment which is required to keep a Policy in force.  (See "Policy
Lapse and Reinstatement.")

     Certain charges will be deducted from each premium payment.  (See "Charges
and Deductions.")  The remainder of the premium, known as the net premium, will
be allocated as described below under "Allocation of Premiums and Separate 
Account Value."

     POLICY DATE. The Policy Date is the date used to determine Policy Years
and Monthly Processing Dates.  The Policy Date will be the date that coverage
on the Insured(s) takes effect.  If such date is the 29th, 30th, or 31st of a
month, the Policy Date will be the first of the following month.

     In the event an application is declined by KILICO, the Cash Value in the
Money Market Subaccount plus the total amount of monthly deductions and
deductions against premiums will be refunded.

     The full initial premium is the only premium required to be paid under a
Policy.  However, additional premiums may be necessary to keep the Policy in
force.  (See "The Policy--Policy Lapse and Reinstatement.")

ALLOCATION OF PREMIUMS AND SEPARATE ACCOUNT VALUE

     ALLOCATION OF PREMIUMS.   For Policies issued in those jurisdictions that
require a return of premium, including Policies which replace an existing
insurance policy issued in certain jurisdictions, the initial premium less
applicable charges will be allocated to the Money Market Subaccount.  The
Separate Account Value will remain in the Money Market Subaccount until the
Trade Date.  On the Trade Date, the Separate Account Value in the Money Market
Subaccount will be allocated among the Subaccounts and the Fixed Account as
elected by the Owner in the application for the Policy.  The initial premium
less applicable charges in other jurisdictions will be allocated on the Issue
Date to the Subaccounts and the Fixed Account as elected by the Owner in the
application for a Policy.  Additional premiums received will continue to be
allocated in accordance with the Owner's instructions in the application unless
contrary written instructions are received.  Once a change in allocation is
made, all future premiums will be allocated in accordance with the new
allocation, unless contrary written instructions are received.  The minimum
amount of any premium that may be allocated to a Subaccount is $50.  Cash Value
may be allocated to a total of ten (10) accounts at any given time.

     The Separate Account Value will vary with the investment experience of the
chosen Subaccounts.  The Owner bears the entire investment risk.

     TRANSFERS.  After the Trade Date if the initial premium is allocated to
the Money Market Subaccount or the Issue Date if the initial net premium has
been allocated to the Subaccounts, Separate Account Value may be transferred
among the Subaccounts and into the Fixed Account.  One transfer of all or a
part of the Separate Account Value may be made within a fifteen (15) day
period.   All transfers made during a business day will be treated as one
request.

                                     12

<PAGE>   20

     Fixed Account Value may be transferred to one or more Subaccounts. One
transfer of up to 30% of the Fixed Account Value may be made once each Policy
Year in the thirty day period following the end of a Policy Year.

     Transfer requests must be in writing in a form acceptable to KILICO, or by
telephone authorization under forms authorized by KILICO.  (See "General
Provisions--Written Notices and Requests.")  The minimum partial transfer
amount is $500.  No partial transfer may be made if the value of the Owner's
remaining interest in a Subaccount or the Fixed Account, from which amounts are
to be transferred, would be less than $500 after such transfer.  These minimums
may be waived for reallocations under established third party asset allocation
programs.  Transfers will be based on the Accumulation Unit values next
determined following receipt of valid, complete transfer instructions by
KILICO.  The transfer provision may be suspended, modified or terminated at any
time by KILICO.  KILICO disclaims all liability for acting in good faith in
following instructions which are given in accordance with procedures
established by KILICO, including requests for personal identifying information,
that are designed to limit unauthorized use of the privilege.  Therefore, an
Owner would bear this risk of loss in the event of a fraudulent telephone
transfer.

     If an Owner authorizes a third party to transact transfers on the Policy
Owner's behalf, KILICO will reallocate the Cash Value pursuant to the asset
allocation program determined by such third party.  However, KILICO does not
offer or participate in any asset allocation program and takes no
responsibility for any third party asset allocation program.  KILICO may
suspend or cancel acceptance of a third party's instructions at any time and
may restrict the investment options that will be available for transfer under
third party authorizations.

     AUTOMATIC ASSET REALLOCATION.   An Owner may elect to have transfers made
automatically among the Subaccounts of the Separate Account on an annual,
semi-annual, quarterly, or monthly basis so that Cash Value is reallocated to
match the percentage allocations in the Policy Owner's predefined premium
allocation elections. Transfers under this program will not be subject to the
$500 minimum transfer amounts.  An election to participate in the automatic
asset reallocation program must be in writing in the form prescribed by
KILICO and returned to KILICO at its home office.

POLICY LAPSE AND REINSTATEMENT

     LAPSE.  Lapse will occur when the Surrender Value of a Policy is
insufficient to cover the monthly deductions, and a grace period expires
without a sufficient payment being made.  (See "Charges and Deductions.")

     A grace period of 61 days will be given to the Owner.  It begins when
notice is sent that the Surrender Value of the Policy is insufficient to cover
the monthly deductions.  Failure to make a premium payment or loan repayment
during the grace period sufficient to keep the Policy in force for three months
will cause the Policy to lapse and terminate without value.

     If payment is received within the grace period, the premium or loan
repayment will be allocated to the Subaccounts and the Fixed Account in
accordance with the most current allocation instructions, unless otherwise
requested.  Amounts over and above the amounts necessary to prevent lapse may
be paid as additional premiums, however, to the extent otherwise permitted.
(See "The Policy--Premiums.")

     KILICO will not accept any payment that would cause the total premium
payment to exceed the maximum payment permitted by the Internal Revenue Code
for life insurance.  However, the Owner may voluntarily repay a portion of Debt
to avoid lapse.  (See "Federal Tax Matters.")

     If premium payments have not exceeded the maximum payment permitted by the
Code, the Owner may choose to make a larger payment than the minimum required
payment to avoid the recurrence of the potential lapse of coverage.  The Owner
may also combine premium payments with Debt repayments.

                                     13

<PAGE>   21

     The Death Benefit payable during the grace period will be the Death
Benefit in effect immediately prior to the grace period, less any Debt and any
unpaid monthly deductions.

     REINSTATEMENT.  If a Policy lapses because of insufficient Surrender Value
to cover the monthly deductions, and it has not been surrendered for its
Surrender Value, it may be reinstated at any time within three years after the
date of lapse.  Tax consequences may affect the decision to reinstate.
Reinstatement is subject to:

      (1)  receipt of evidence of insurability satisfactory to KILICO
           (if the Policy is a Survivorship Policy, KILICO must receive
           satisfactory evidence of insurability for both Insureds or evidence
           for the last surviving Insured and due proof of the first death
           prior to the date of lapse);

      (2)  payment of a minimum premium sufficient to cover monthly
           deductions for the grace period and to keep the Policy in force
           three months; and

      (3)  payment or reinstatement of any Debt against the Policy which
           existed at the date of termination of coverage.

     The effective date of reinstatement of a Policy will be the Monthly
Processing Date that coincides with or next follows the date the application
for reinstatement is approved by KILICO.  Suicide and incontestability
provisions will apply from the effective date of reinstatement.




                                     14




<PAGE>   22


                           POLICY BENEFITS AND RIGHTS

DEATH BENEFITS

     While the Policy is in force (see "Policy Lapse and Reinstatement--Lapse,"
above), the Death Benefit is based on the Death Benefit option, the Death
Benefit qualification test, the Specified Amount and the table of Death Benefit
percentages applicable at the time of death.  The Death Benefit proceeds will
be equal to the Death Benefit minus any Debt and minus any monthly deductions
due during any grace period.

     An Owner will make in the application two elections to determine the Death
Benefit under the Policy.  First, the Owner will choose one of two Death
Benefit options--Option A or Option B--offered under the Policy.  Second, the
Owner will choose the Death Benefit qualification test:  the cash value
accumulation test or guideline premium test.  The Death Benefit qualification
test is the method for qualifying the Policy as a life insurance contract for
purposes of Federal tax law.  If no Death Benefit option or qualification test
is designated, KILICO will assume that Option A under the guideline premium
test as described below, has been selected.  Subject to certain restrictions,
the Owner can change the Death Benefit option selected.  So long as the Policy
remains in force, the Death Benefit under either option will never be less than
the Specified Amount.

     The Specified Amount is chosen by the Owner on the application and is
stated in the Policy Specifications.  The minimum Specified Amount permitted
under an Individual Policy is $50,000 (or a lower amount which is based upon a
single premium payment and which satisfies the requirements of applicable tax
law to qualify the Policy as a life insurance contract), and the minimum
Specified Amount permitted under a Survivorship Policy is $1,000,000.

     OPTION A.  Under Option A, for Policies issued pursuant to the cash value
accumulation test, as described below, the Death Benefit will be equal to the
Specified Amount or, if greater, the Cash Value (determined as of the end of
the Valuation Period during which the Insured or last surviving Insured dies)
multiplied by a Death Benefit percentage.  For Policies issued pursuant to the
guideline premium test, as described below, the Death Benefit will be equal to
the Specified Amount or, if greater, the Cash Value (determined as of the end
of the Valuation Period during which the Insured or last surviving Insured
dies) multiplied by a Death Benefit percentage.  The Death Benefit percentages
vary according to the age(s) of the Insured(s) and will be at least equal to
the cash value corridor in Section 7702 of the Internal Revenue Code.  The
Death Benefit percentage is 250% for an Insured at Age 40 or under, and it
declines for older Insureds.  A table showing the Death Benefit percentages is
in Appendix B to this Prospectus and in the Policy.

     OPTION B.  Under Option B, the Death Benefit will be equal to the
Specified Amount plus the Cash Value (determined as of the end of the Valuation
Period during which the Insured or last surviving Insured dies).  For Policies
issued pursuant to the cash value accumulation test, the Death Benefit will not
be less that the Cash Value (determined as of the end of the Valuation Period
during which the Insured or last surviving Insured dies) multiplied by a Death
Benefit percentage.  For Policies issued pursuant to the guideline premium
test, the Death Benefit will not be less than the Cash Value multiplied by a
Death Benefit percentage.  The specified percentage is the same as that used in
connection with Option A and as stated in Appendix B. The Death Benefit under
Option B will always vary as Cash Value varies.

     The Owner will also choose from two Death Benefit qualification tests
available under the Policy.  Once selected, the Death Benefit qualification
test cannot be changed for the duration of the Policy.

     CASH VALUE ACCUMULATION TEST.  Generally, the cash value accumulation test
requires that under the terms of a Policy, the Death Benefit must be sufficient
so that the cash surrender value, as defined in Section 7702 of the Internal
Revenue Code, does not at any time exceed the net single premium required to
fund the future benefits under the Policy.  If the Cash Value under a Policy is
at any time greater than the net single premium at the Insured's age and sex
for the proposed Death Benefit, the Death Benefit will be increased
automatically by multiplying the Cash Value by the corridor percentage computed
in compliance with the Internal Revenue Code.  The corridor percentages 

                                     15

<PAGE>   23

under the Policy vary according to the age, sex, and underwriting 
classification of the Insured(s), and the resulting Death Benefit determined by
using the corridor percentage will be at least equal to the amount required for
the Policy to be deemed life insurance under Section 7702 of the Internal
Revenue Code.  The corridor percentage is calculated using a four percent (4%)
interest rate or, if greater, the contractually guaranteed interest rate and
using mortality charges specified in the prevailing Commissioner's standard
table as of the time the Policy is issued.

     GUIDELINE PREMIUM TEST.  The guideline premium test limits the amount of
premiums payable under a Policy to a certain amount for an Insured of a 
particular age and sex.  The test also applies a prescribed corridor percentage
to determine a minimum ratio of Death Benefit to Cash Value.

     There are two main differences between the guideline premium test and the
cash value accumulation test.  First, the guideline premium test limits the
amount of premium that may be paid into a Policy.  No such limits apply under
the cash value accumulation test.  (However, any premium that would increase
the net amount at risk is subject to evidence of insurability satisfactory to
KILICO.)  Second, the factors that determine the minimum Death Benefit relative
to the Policy's Cash Value are different.  Required increases in the minimum
Death Benefit due to growth in Cash Value will generally be greater under the
cash value accumulation test than under the guideline premium test.  Owners who
desire to pay premiums in excess of the guideline premium test limitations
should select the cash value accumulation test.  Owners who do not desire to
pay premiums in excess of the guideline premium test limitations should
consider the guideline premium test.  Applicants for a Policy should consult a
qualified tax adviser in making their Death Benefit selections.

     EXAMPLES OF OPTIONS A AND B.  The following examples demonstrate the
determination of Death Benefits under Options A and B for the cash value
accumulation test and the guideline premium  test.  The examples show an
Individual Policy and a Survivorship Policy, with the same Specified Amounts
and Cash Values.  The Individual Policy example assumes a male, non-smoker
Insured who is Age 50 and Age 70 at the time of death and that there is no
outstanding Debt.  The Survivorship Policy example assumes one male Age 55 and
one female Insured Age 50, and one male Age 75 and one female Insured Age 70,
both non-smokers.  The Policy is in its tenth (10th) Policy Year with both
Insureds having attained Age 55 at the time of death, and there is no
outstanding Debt.


<TABLE>
<CAPTION>
                          INDIVIDUAL POLICY - AGE 50

                                   Cash Value Accumulation        Guideline 
                                           Test                  Premium Test
                                   ------------------------------------------
<S>                                  <C>                   <C>
Specified Amount...................       $250,000                $250,000
Cash Value.........................       $150,000                $150,000
Death Benefit (corridor) percentage            262%                    185%
Death Benefit Option A.............       $393,000                $277,500
Death Benefit Option B.............       $400,000                $400,000

</TABLE>

<TABLE>
<CAPTION>
                      INDIVIDUAL POLICY - ATTAINED AGE 70

                                   Cash Value Accumulation        Guideline 
                                           Test                  Premium Test
                                   ------------------------------------------
<S>                                  <C>                   <C>
Specified Amount...................     $1,000,000              $1,000,000
Cash Value.........................     $  700,000              $  700,000
Death Benefit (corridor) percentage            152%                    115%

</TABLE>

                                     16

<PAGE>   24

<TABLE>
<S>                                    <C>                   <C>
Death Benefit Option A.............     $1,064,000              $1,000,000
Death Benefit Option B.............     $1,700,000              $1,700,000

</TABLE>

<TABLE>
<CAPTION>
               SURVIVORSHIP POLICY - AGES MALE 55 AND FEMALE 50

                                   Cash Value Accumulation     Guideline 
                                           Test               Premium Test
                                   ------------------------------------------
<S>                                    <C>                      <C>
Specified Amount...................     $1,000,000              $1,000,000
Cash Value.........................     $  500,000              $  500,000
Death Benefit (corridor) percentage            337%                    185%
Death Benefit Option A.............     $1,685,000              $1,000,000
Death Benefit Option B.............     $1,685,000              $1,500,000

</TABLE>

<TABLE>
<CAPTION>

           SURVIVORSHIP POLICY - ATTAINED AGES MALE 75 AND FEMALE 70

                                   Cash Value Accumulation      Guideline 
                                           Test                Premium Test
                                   ------------------------------------------
<S>                                    <C>                      <C>
Specified Amount...................     $2,000,000              $2,000,000
Cash Value.........................     $1,500,000              $1,500,000
Death Benefit (corridor) percentage            170%                    115%
Death Benefit Option A.............     $2,550,000              $2,000,000
Death Benefit Option B.............     $3,500,000              $3,500,000

</TABLE>

     The Cash Values shown in these examples are illustrative only and not
based on any specific assumed investment return.

     All calculations of Death Benefit will be made as of the end of the
Valuation Period during which the Insured or last surviving Insured dies.
Death Benefit proceeds may be paid to a Beneficiary in a lump sum or under a
payment plan offered under the Policy.  The Policy should be consulted for
details.

     Death Benefits under the Policy will ordinarily be paid within seven days
after KILICO receives all documentation required for such a payment.  If the
Policy is a Survivorship Policy, documentation required for payment of the
Death Benefit includes due proof of the first death.  Payments may be postponed
in certain circumstances. (See "General Provisions -- Postponement of
Payments").

CHANGES IN DEATH BENEFIT OPTION

     After the first Policy Year, an Owner may request that the Death Benefit
under the Policy be changed from Option A to Option B, or from Option B to
Option A.  Changes in the Death Benefit option may be made only once per Policy
Year and should be made in writing to KILICO's Home Office.  The effective date
of any such change is the next Monthly Processing Date after the change is
accepted.

                                     17

<PAGE>   25

     A change in the Death Benefit from Option A to Option B will result in a
reduction in the Specified Amount of the Policy by the amount of the Policy's
Cash Value, with the result that the Death Benefit payable under Option B at
the time of the change will equal that which would have been payable under
Option A immediately prior to the change.  The change in option will affect the
determination of the Death Benefit since Cash Value will then be added to the
new Specified Amount, and the Death Benefit will then vary with Cash Value.

     A change in the Death Benefit from Option B to Option A will result in an
increase in the Specified Amount of the Policy by the amount of the Policy's
Cash Value, with the result that the Death Benefit payable under Option A at
the time of the change will equal that which would have been payable under
Option B immediately prior to the change.  However, the change in option will 
affect the determination of the Death Benefit since the Cash Value will no 
longer be added to the Specified Amount in determining the Death Benefit.  From
that point on, the Death Benefit will equal the new Specified Amount (or, if 
higher, the Cash Value times the applicable specified percentage).

     A change in Death Benefit option may affect the future monthly cost of
insurance charge since this charge varies with the net amount at risk, which
generally is the amount by which the Death Benefit exceeds Cash Value.  (See
"Charges and Deductions--Cost of Insurance Charge.")  Assuming that the
Policy's Death Benefit would not be equal to Cash Value times a Death Benefit
percentage under either Option A or B, changing from Option B to Option A will
generally decrease the future net amount at risk, and therefore decrease the
future cost of insurance charges. Changing from Option A to Option B will
generally result in a net amount at risk that remains level.  Such a change,
however, will result in an increase in the cost of insurance charges over time,
since the cost of insurance rates increase with an Insured's Age.

CHANGES IN SPECIFIED AMOUNT

     After the first Policy Year, an Owner may request an increase or decrease
in the Specified Amount under a Policy subject to approval from KILICO.  A
change in Specified Amount may only be made once per Policy Year and must be in
an amount at least equal to $25,000 for an Individual Policy and $100,000 for a
Survivorship Policy.  Increases are not allowed after an Insured attains age
85.  Increasing the Specified Amount could increase the Death Benefit under a
Policy, and decreasing the Specified Amount could decrease the Death Benefit.
(See "Federal Tax Matters.")  The amount of change in the Death Benefit will
depend, among other things, upon the Death Benefit option chosen by the Owner
and the degree to which the Death Benefit under a Policy exceeds the Specified
Amount prior to the change.  Changing the Specified Amount could affect the
subsequent level of the Death Benefit while the Policy is in force and the
subsequent level of Policy values.  An increase in Specified Amount may
increase the net amount at risk under a Policy, which will increase an Owner's
cost of insurance charge.  Separate cost of insurance rates apply to increases
in Specified Amount.  Conversely, a decrease in Specified Amount may decrease
the net amount at risk, which will decrease an Owner's cost of insurance
charge.

     INCREASES.  Additional evidence of insurability satisfactory to KILICO
will be required for an increase in Specified Amount.  Suicide and
incontestability provisions will apply from the effective date of any increase
in Specified Amount.

     DECREASES. Any decrease in Specified Amount will first be applied to the
most recent increases successively, then to the original Specified Amount.  A
decrease will not be permitted if the Specified Amount would fall below the
lesser of the initial Specified Amount or $50,000 for an Individual Policy or
$1,000,000 for a Survivorship Policy.  If a decrease in the Specified Amount
would result in total premiums paid exceeding the premium limitations
prescribed under tax law to qualify the Policy as a life insurance contract,
KILICO will refund the Policy Owner the amount of such excess above the premium
limitations.

     KILICO reserves the right to disallow a requested decrease, and will not
permit a requested decrease, among other reasons, (1) if compliance with the
guideline premium limitations under tax law resulting from the requested
decrease would result in immediate termination of the Policy, or (2) if, to
effect the requested decrease, 

                                     18

<PAGE>   26

payments to the Owner would have to be made from Cash Value for compliance with 
the guideline premium limitations, and the amount of such payments would 
exceed the Surrender Value under the Policy.

     Any request for an increase or decrease in Specified Amount must be made
by written application to KILICO's Home Office.  It will become effective on
the Monthly Processing Date on or next following KILICO's acceptance of the
request.  If the Owner is not the Insured, KILICO will also require the consent
of the Insured(s) before accepting a request.

BENEFITS AT MATURITY

     If the Insured is living on the Policy Date anniversary nearest the
Insured's 100th birthday (or, if the Policy is a Survivorship Policy, the last
surviving Insured is living on the Policy Date anniversary nearest the last
surviving Insured's 100th birthday), KILICO will pay the Owner the Surrender
Value of the Policy.  On the Maturity Date, the Policy will terminate and
KILICO will have no further obligations under the Policy.

CASH VALUE

     The Policy's Cash Value will reflect the investment experience of the
selected Subaccounts, the frequency and amount of premiums paid, transfers
between Subaccounts, withdrawals, any Fixed Account or Loan Account values, and
any charges assessed in connection with the Policy.  An Owner may make partial
withdrawals of Cash Value or surrender the Policy and receive the Policy's
Surrender Value, which equals the Cash Value less Debt.  (See "Surrender
Privilege.")  There is no minimum guaranteed Cash Value.

     CALCULATION OF CASH VALUE.  The Cash Value of the Policy is the total of
the Policy's Separate Account Value, Fixed Account Value and Loan Account
value.  The Cash Value is determined on each Valuation Date.  It will first be
calculated on the Policy Date.  On that date, the Cash Value equals the initial
premium, less the monthly deductions for the first Policy month.  (See "Charges
and Deductions.")

     On any Valuation Date during the Policy Year, the Policy's Separate
Account Value in any Subaccount will equal:

      (1)  The Policy's Separate Account Value in the Subaccount at the
           end of the preceding Valuation Period, multiplied by the Investment
           Experience Factor (defined below) for the current Valuation Period;
           plus

      (2)  Any net premiums received during the current Valuation Period
           which are allocated to the Subaccount; plus

      (3)  All amounts transferred to the Subaccount, either from another 
           Subaccount or the Fixed Account or from the Loan Account in 
           connection with the repayment of a Policy Loan (see "Policy Benefits
           and Rights--Policy Loans") during the current Valuation Period;
           minus

      (4)  The pro rata portion of the monthly cost of insurance charge and any 
           other charges assessed to the Subaccount (see "Charges and 
           Deductions--Cost of Insurance Charge"); minus

      (5)  All amounts transferred from the Subaccount during the current 
           Valuation Period; minus

      (6)  All amounts withdrawn from the Subaccount during the current 
           Valuation Period; minus

      (7)  All amounts loaned from the Subaccount during the current Valuation 
           Period.

                                     19

<PAGE>   27

     There will also be Cash Value in the Loan Account if there is a Policy
Loan outstanding.  The Loan Account is credited with amounts transferred from
Subaccounts in connection with Policy Loans.  The Loan Account balance accrues
daily interest at a rate equal to the Adjustable Loan Interest Rate reduced by
not more than 1%.  (See "Policy Benefits and Rights--Policy Loans.")

     The Cash Value in the Fixed Account is credited with interest at the
annual rate declared by KILICO.  The annual rate will never be less than 3%.

     ACCUMULATION UNIT VALUE.  Each Subaccount has a distinct Accumulation Unit
Value.  When net premiums or other amounts are allocated to a Subaccount, a
number of units are purchased based on the Accumulation Unit Value of the
Subaccount at the end of the Valuation Period during which the allocation is
made.  When amounts are transferred out of, or deducted from, a Subaccount,
units are redeemed in a similar manner.

     For each Subaccount, the Accumulation Unit Value was initially set at the
same unit value as the net asset value of a share of the underlying Fund.  The
Accumulation Unit Value for each subsequent Valuation Period is the Investment
Experience Factor for that Valuation Period multiplied by the Accumulation Unit
Value for the immediately preceding period.  Each Valuation Period has a single
Accumulation Unit Value which applies for each day in the period.  The number
of Accumulation Units will not change as a result of investment experience.
The Investment Experience Factor may be greater or less than one; therefore,
the Accumulation Unit Value may increase or decrease.

     INVESTMENT EXPERIENCE FACTOR.  The investment experience of the Separate
Account is calculated by applying the Investment Experience Factor to the
Separate Account Value in each Subaccount during a Valuation Period.  Each
Subaccount has its own distinct Investment Experience Factor.  The Investment
Experience Factor of a Subaccount for any Valuation Period is determined by
dividing (1) by (2) and subtracting (3) and (4) from the result, where:

      (1)  is the net result of:

            a.   The net asset value per share of the investment held in the 
                 Subaccount determined at the end of the current Valuation 
                 Period; plus

            b.   the per share amount of any dividend or capital gain 
                 distributions made by the investment held in the Subaccount 
                 division, if the "ex-dividend" date occurs during the 
                 current Valuation Period; plus or minus

            c.   a credit or charge for any taxes reserved for the current 
                 Valuation Period which KILICO determines to have resulted 
                 from the investment operations of the Subaccount;

      (2)  is the net asset value per share of the investment held in the 
           Subaccount, determined at the end of the last prior Valuation
           Period;

      (3)  is the factor representing the Mortality and Expense Risk Charge.  
           (See "Charges and Deductions--Mortality and Expense Risk Charge.")

      (4)  is the factor representing the Account Maintenance Fee (See
           "Charges and Deductions--Policy and Separate Account Administration
           Charges.")

POLICY LOANS

     After the first Policy Year, an Owner may by written request to KILICO
borrow all or part of the maximum loan amount of the Policy.  The maximum loan
amount is 90% of the Policy's Cash Value, subject to 

                                     20

<PAGE>   28

the requirements of the Internal Revenue Code.  The amount of any new loan may
not exceed the maximum loan amount less Debt on the date a loan is granted. 
The minimum amount of a loan is $500.  Any amount due an Owner under a Policy
Loan ordinarily will be paid within 7 days after KILICO receives a loan request
at its Home Office, although payments may be postponed under certain
circumstances.  (See "Postponement of Payments," and "Federal Tax Matters.")

     On the date a Policy Loan is made, an amount equal to the loan amount will
be transferred from the Separate Account and Fixed Account to the Loan Account.
Unless the Owner directs otherwise, the loaned amount will be deducted from
the Subaccounts and the Fixed Account in proportion to the values that each
bears to the Separate Account Value of the Policy in all of the Subaccounts
plus the Fixed Account Value at the end of the Valuation Period during which 
the request is received.

     The loan interest will be assessed at an adjustable rate determined by
KILICO at the beginning of each Policy Year.  The Policy guarantees that the
loan interest rate will not exceed the greater of the interest rate set forth
in the Policy and a published monthly average, currently Moody's Corporate Bond
Yield Average-Monthly Average Corporates, as published by Moody's Investors
Service, Inc., or any successor to that service, for the calendar month that
ends two months before the loan interest rate is determined by KILICO (the
"Adjustable Loan Interest Rate").  Interest not paid when due will be added to
the loan amount due upon the earlier of the next Policy Date anniversary or
when coverage ceases upon lapse, surrender, death or maturity and bear interest
at the same rate.  When interest is added to the loan amount, a transfer in
this amount will be made from the Separate Account and the Fixed Account to the
Loan Account.

     Cash Value in the Loan Account will earn interest at a declared rate equal
to the Adjustable Loan Interest Rate reduced by not more than 1%.  Such
earnings will be allocated to the Loan Account.

     LOAN REPAYMENT.  While the Policy is in force, Policy Loans may be repaid
at any time, in whole or in part.  At the time of repayment, Cash Value in the
Loan Account equal to the amount of the repayment which exceeds the difference
between interest due and interest earned will be allocated to the Subaccounts
and the Fixed Account according to the Owner's current allocation instructions,
unless otherwise requested by the Owner.  Transfers from the Loan Account to
the Separate Account or the Fixed Account as a result of the repayment of Debt
will be allocated at the end of the Valuation Period during which the repayment
is received.  Such transfers will not be counted in determining the transfers
made within a 15 day period.

     EFFECTS OF POLICY LOAN.  Policy Loans decrease Surrender Value and,
therefore, the amount available to pay the charges necessary to keep the Policy
in force.  If Surrender Value on the day immediately preceding a Monthly
Processing Date is less than the monthly deductions for the next month, KILICO
will notify the Owner.  (See "General Provisions--Written Notices and
Requests.")  The Policy will lapse and terminate without value, unless a
sufficient payment is made to KILICO within 61 days of the date such notice is
sent to the Owner.  (See "The Policy--Policy Lapse and Reinstatement.")

     EFFECT ON INVESTMENT EXPERIENCE.  A Policy Loan will have an effect on the
Cash Value of a Policy.  The collateral for the loan (the amount held in the
Loan Account) does not participate in the experience of the Subaccounts or the
current interest rate of the Fixed Accounts while the loan is outstanding.  If
the interest credited to the Loan Account is more than the amount that would
have been earned in the Subaccounts or the Fixed Account, the Cash Value will,
and the Death Benefit may, be higher as a result of the loan. Conversely, if
the amount credited to the Loan Account is less than would have been earned in
the Subaccounts or the Fixed Account, the Cash Value, as well as the Death
Benefit, may be less.

     TAX TREATMENT.  If the Policy is treated as a modified endowment contract,
a loan will be taxed in the same way as a loan from an annuity.  Therefore, a
loan may be subject to Federal income tax and a 10% tax penalty may apply.
(See "Federal Tax Matters.")

                                     21

<PAGE>   29

SURRENDER PRIVILEGE

     While the Insured is living (or, if the Policy is a Survivorship Policy,
at any time prior to the earlier of the death of the last surviving Insured and
the Maturity Date) and provided the Policy is in force, the Owner may surrender
the Policy for its Surrender Value.  To surrender the Policy, the Owner must
make written request to KILICO at its Home Office and return the Policy to
KILICO.  The Surrender Value is equal to the Cash Value less any Debt.

     PARTIAL WITHDRAWALS.  After the first Policy Year, an Owner may make
withdrawals of amounts less than the Surrender Value.  The minimum amount of
each withdrawal is $500.  A withdrawal will decrease the Cash Value by the 
amount of the withdrawal and, if Death Benefit Option A is in effect, will
reduce the Specified Amount by the amount of the withdrawal.

FREE-LOOK PERIOD AND EXCHANGE RIGHTS

     The Owner may, until the end of the period of time specified in the
Policy, examine the Policy and return it for a refund.  The applicable period
of time will depend on the state in which the Policy is issued; however, it
will be at least 10 days from the date the Policy is received by the Owner, or,
45 days after the Owner completes the application for insurance, whichever is
later.  The amount of the refund will depend on the state in which the Policy
is issued, but will generally be the sum of the Cash Value in the Subaccounts
and the Fixed Account.  An Owner seeking a refund should return the Policy to
KILICO at its Home Office or to the agent who sold the Policy.

     In certain states, at any time during the first two years after the Issue
Date, the Owner may exchange the Policy for a non-variable permanent fixed
benefit life insurance policy then currently being offered by KILICO or an
affiliate on the life of the Insured(s).  No evidence of insurability will be
required.  The amount of the new policy may be, at the election of the Owner,
either the initial Death Benefit or the same net amount at risk as the Policy
on the exchange date.  All Debt under the Policy must be repaid and the
surrender of the Policy is required before the exchange is made.  The Policy
Date and issue age will be the same as existed under the Policy.

                             CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PREMIUMS

     A state and local premium tax charge equal to the actual state tax rate
may be deducted from each premium payment under the Policy prior to allocation
of the net premium.  This charge is to reimburse KILICO for the payment of
state premium taxes.  State and local premium tax rates range from .75% to 5%.
KILICO expects to pay an average state premium tax rate of approximately 2.5%,
but the actual premium tax attributable to a Policy may be more or less.  This
charge may be increased or decreased to reflect any changes in state and local
premium tax rates.  In addition, a charge for federal taxes equal to 1% of each
premium payment will be deducted to compensate KILICO for a higher corporate
income tax liability resulting from changes made to the Internal Revenue Code
by the Omnibus Budget Reconciliation Act of 1990.

COST OF INSURANCE CHARGE

     A monthly deduction is made from the Subaccounts and the Fixed Account for
the cost of insurance to cover KILICO's anticipated mortality costs.  The cost
of insurance charge is deducted monthly in advance and, unless otherwise
requested, is allocated among the Subaccounts and the Fixed Account in
proportion each bears to the Cash Value of the Policy less Debt.

     The cost of insurance will be deducted on the Policy Date and on each
Monthly Processing Date thereafter by the cancellation of units.  If the
Monthly Processing Date falls on a day other than a Valuation Date, the charge
will be determined on the next Valuation Date.  The cost of insurance charge is
determined by multiplying the 

                                     22

<PAGE>   30

applicable cost of insurance rate (see below) by the "net amount at risk" for 
each Policy month.  The net amount at risk is equal to the Death Benefit minus 
the Cash Value on the Monthly Processing Date.

     COST OF INSURANCE RATE.  The monthly cost of insurance rates are based on
the issue age (or attained age in the case of increases in Specified Amount),
sex, rate class of the Insured(s) and Policy Year.  The monthly cost of
insurance rates will be determined by KILICO based on its expectations as to
future mortality experience.  Any change in the schedule of rates will apply to
all individuals of the same class as the Insured(s).  The cost of insurance
rate may never exceed those shown in the table of guaranteed maximum cost of
insurance rates in the Policy.  The guaranteed maximum cost of insurance rates
are based on the 1980 Commissioner's Standard Ordinary Smoker and Non-Smoker
Mortality Tables, Age Nearest Birthday, published by the National Association
of Insurance Commissioners.  Separate costs of insurance rates apply to any
increases in Specified Amount.

     RATE CLASS.  The rate class of an Insured will affect the cost of
insurance rate.  KILICO currently places Insureds in premier and preferred rate
classes and rate classes involving a higher mortality risk.  The cost of
insurance rates for rate classes involving a higher mortality risk are
multiples of the premier and preferred rates.  (See "Charges and
Deductions--Cost of Insurance Rate," above.)

MORTALITY AND EXPENSE RISK CHARGE

     A daily charge is deducted from the Subaccounts of the Separate Account
for mortality and expense risks assumed by KILICO.  The mortality and expense
risk assumed is that KILICO's estimates of longevity and of the expenses
incurred over the lengthy period the Policy may be in effect--which estimates
are the basis for the level of other charges KILICO makes under the
Policy--will not be correct.

     The amount of the mortality and expense risk charge will be determined
based upon the cumulative amount of premiums paid with respect to a Policy,
prior to any deduction for state and local premium tax and federal taxes, and
net of any partial withdrawals or Policy Loans.  The following table reflects
the effective annual rates at which the mortality and expense risk charge is
currently deducted.  These current rates are subject to change, but the
mortality and expense risk charge is guaranteed never to exceed an effective
annual rate of 0.90% of the average net assets of the Subaccounts of the
Separate Account.  The mortality and expense risk charge will be assessed daily
against the average net assets of the Subaccounts of the Separate Account at a
daily rate of the effective annual rate divided by 365.  The effects of simple
compounding may result in charges slightly in excess of the effective annual
rate.


<TABLE>
<CAPTION>
     CUMULATIVE         MORTALITY AND EXPENSE
     PREMIUMS PAID          RISK CHARGE
     -------------          -----------           
     <S>                      <C>
     Up to $100,000           0.65%
     $100,001 - $250,000      0.50%
     $250,001 - $500,000      0.40%
     $500,001 and higher      0.30%
</TABLE>


     For the purpose of determining the amount of cumulative premiums paid in
connection with any Policy, KILICO reserves the right to aggregate cumulative
premiums paid in connection with one or more Policies which have a common
grantor, Owner, sponsor (such as in split dollar arrangements), or which
involve some other group arrangement.

POLICY AND SEPARATE ACCOUNT ADMINISTRATION CHARGES

     KILICO performs or delegates all administrative functions relative to the
Policies and the Separate Account.  Expenses of Policy administration include
those associated with preparing the Policies and confirmations, maintenance of
Owner records, and the cost of other services necessary for Owner servicing.
Separate Account 


              
                                     23

<PAGE>   31

administration expenses include those related to preparation of annual reports
and statements, maintenance of Subaccount records, and filing fees.  In
addition, certain expenses, such as administrative personnel costs, mailing
costs, data processing costs, legal fees, accounting fees, and costs    
associated with accounting, valuation, regulatory and reporting requirements,
are attributable to both the Policies and maintenance of the Separate Account.

     MONTHLY ADMINISTRATIVE CHARGE.  The Monthly Administrative Charge is
deducted from the Policy's Cash Value on each Monthly Processing Date in the
amount of $20 per month during the first Policy Year and the first 12 months
following an increase in Specified Amount, and $5 per month at all other times.

     ACCOUNT MAINTENANCE FEE.  To further defray the costs of the
administrative functions described above, KILICO deducts a daily charge from
the Subaccounts of the Separate Account.  This charge will be at an effective
annual rate of 0.45% of the average net assets of the Subaccounts of the
Separate Account.  The Account Maintenance Fee will be assessed daily against
the average net assets of the Subaccounts of the Separate Account at a daily
rate of the effective annual rate divided by 365.  The effects of simple
compounding may result in fees slightly in excess of the effective annual rate.

     Pursuant to its administrative services agreement with KILICO, Bancorp
Services L.L.C. ("BSC") provides certain services to KILICO in connection with
the Policy and management of the Separate Account.  BSC receives a fee from
KILICO based on the services it renders.  KILICO is solely responsible for
payment of the fee.

     In addition, KILICO and its affiliates have other business relationships
with unaffiliated service providers who may have business relationships with
prospective purchasers of the Policy.  Thus, for example, KILICO and its
affiliates have certain significant financial arrangements with BSC relating to
the development and implementation of administrative and informational systems,
product design, and the development of marketing materials for the Policy and
other insurance and investment products.  BSC may be called upon to perform
other services for KILICO and its affiliates in connection with the sale of the
Policy.  KILICO and its affiliates also may enter into other business and
investment arrangements with BSC.

OTHER CHARGES

     TAXES.  Currently, no charges are made against the Separate Account for
Federal, state or other taxes that may be attributable to the Separate Account.
KILICO may, however, in the future impose charges for Federal income taxes
attributable to the Separate Account.  Charges for other taxes, if any,
attributable to the Policy may also be made.  (See "Federal Tax Matters.")

     CHARGES AGAINST THE FUND.  Under the investment advisory agreements
between each Fund, on behalf of the Portfolios, and the investment manager
and/or adviser, such entities provide investment advisory and/or management
services for the Portfolios.  The Funds are responsible for the advisory fees
and various other expenses.  The investment advisory fees differ with respect
to each of the Portfolios.  (See "The Funds.")

     KILICO may receive compensation from the investment advisers of the Funds
for services related to the Funds.  Such compensation will be consistent with
the services rendered or the cost savings resulting from the arrangement.  For
more information concerning the investment advisory fees and other charges
against the Portfolios, see the prospectuses for the Funds and the statements
of additional information available upon request.

     REDUCTION OF CHARGES.  KILICO may reduce certain charges and the minimum
initial premium in special circumstances that result in lower maintenance or
mortality expenses.  For example, special circumstances may exist in connection
with group or sponsored arrangements, sales to KILICO policyowners, or sales to
employees or clients of members of the Kemper group of companies.  The amounts
of any reductions will reflect the reduced maintenance costs resulting from, or
the different mortality experience expected as a result of, the special
circumstances.  Reductions will not be unfairly discriminatory against any
person, including the affected Owners and owners of all other policies funded
by the Separate Account.


                                     24


<PAGE>   32


                               GENERAL PROVISIONS

SETTLEMENT OPTIONS

     The Owner, or Beneficiary at the death of the Insured (or last surviving
Insured) if no election by the Owner is in effect, may elect to have all of the
Death Benefit or Surrender Value of this Policy paid in a lump sum or have the
amount applied to one of the Settlement Options.  Payments under these options
will not be affected by the investment experience of the Separate Account after
proceeds are applied under a Settlement Option.  Payment will be made as
elected by the payee on a monthly, quarterly, semi-annual or annual basis.  The
option selected must result in a payment that is at least equal to KILICO's
required minimum, according to rules in effect at the time the option is
chosen.  If at any time the payments are less than the minimum payment, KILICO
may increase the period between payments to quarterly, semi-annual or annual so
that the payment is at least equal to KILICO's minimum payment or to make the
payment in one lump sum.

     The Cash Value on the day immediately preceding the date on which the
first benefit payment is due will first be reduced by any Debt.  The Surrender
Value will be used to determine the benefit payment.  The payment will be based
on the Settlement Option elected in accordance with the appropriate settlement
option table.

     OPTION 1--INCOME FOR SPECIFIED PERIOD.  KILICO will pay income for the
period and payment mode elected, but not less than 5 years nor more than 30
years.

     OPTION 2--LIFE INCOME.  KILICO will pay a monthly income to the payee
during the payee's lifetime.  If this Option is elected, annuity payments
terminate automatically and immediately on the death of the payee without
regard to the number or total amount of payments made.  Thus, it is possible
for an individual to receive only one payment if death occurred prior to the
date the second payment was due.

     OPTION 3--LIFE INCOME WITH INSTALLMENTS GUARANTEED.  KILICO will pay a
monthly income for the guaranteed period elected and thereafter for the
remaining lifetime of the payee.  The period elected may only be 5, 10, 15 or
20 years.

     OPTION 4--JOINT AND SURVIVOR INCOME.  KILICO will pay the full monthly
income while both payees are living.  Upon the death of either payee, the
income will continue during the lifetime of the surviving payee.  The surviving
payee's income shall be the percentage of such full amount chosen at the time
of election of this option.  The percentages available are 50%, 66 2/3%, 75%
and 100%.  Payments terminate automatically and immediately upon the death of
the surviving payee without regard to the number or total amount of payments
received.

     KILICO's consent is necessary for any other payment methods.

     The guaranteed monthly payments are based on an interest rate of 2.50% per
year and, where mortality is involved, the "1983 Table a" individual mortality
table developed by the Society of Actuaries, with a 5-year setback.

POSTPONEMENT OF PAYMENTS

     GENERAL.  Payment of any amount due upon: (a) Policy termination at the
Maturity Date, (b) surrender of the Policy, (c) payment of any Policy Loan, or
(d) death of the Insured (or last surviving Insured, may be postponed
whenever:

      (1)  The New York Stock Exchange is closed other than customary
           weekend and holiday closings, or trading on the New York Stock
           Exchange is restricted as determined by the Commission;

      (2)  The Commission by order permits postponement for the
           protection of Owners; or



                                     25



<PAGE>   33



      (3)  An emergency exists, as determined by the Commission, as a result 
           of which disposal of securities of the Funds is not reasonably 
           practicable or it is not reasonably practicable to determine 
           the value of the net assets of the Separate Account.

     Transfers may also be postponed under these circumstances.

     Death Benefit payments are generally not subject to deferral.  However,
KILICO may defer for up to six months payments of any surrender proceeds,
withdrawal amounts, or loan amounts from the Fixed Account, unless otherwise
required by law.

     PAYMENT NOT HONORED BY BANK.  The portion of any payment due under the
Policy which is derived from any amount paid to KILICO by check or draft may be
postponed until such time as KILICO determines that such instrument has been
honored by the bank upon which it was drawn.

THE CONTRACT

     The Policy, any endorsements, the application, and any supplemental
application(s) constitute the entire contract between KILICO and the Owner.
All statements made by an Insured or contained in the application and any
supplemental application(s) will, in the absence of fraud or misrepresentation,
be deemed representations and not warranties.

     Only the President, the Secretary, or an Assistant Secretary of KILICO is
authorized to change or waive the terms of a Policy.  Any change or waiver must
be in writing and signed by one of those persons.

MISSTATEMENT OF AGE OR SEX

     If the age or sex of an Insured is misstated, the Death Benefit will be
changed to what the cost of insurance on the previous Monthly Processing Date
would have purchased based on the correct sex and age.

INCONTESTABILITY

     KILICO may contest the validity of a Policy if any material
misrepresentations are made in the application or any supplemental
application(s).  However, a Policy will be incontestable after it has been in
force during the lifetime of the Insured (or, if the Policy is a Survivorship
Policy, during the lifetimes of both Insureds) for two years from the Issue
Date.  A new two-year contestability period will apply to increases in
Specified Amount and to reinstatements beginning with the effective date of the
increase or reinstatement.

SUICIDE

     Suicide by an Insured, while sane or insane, within two years from the
Issue Date of the Policy is a risk not assumed under the Policy.  KILICO's
liability for such suicide is limited to the premiums paid less any withdrawals
and Debt.  When the laws of the state in which a Policy is delivered require
less than a two-year period, the period or amount paid will be as stated in
such laws.  If the Policy is a Survivorship Policy and there is a surviving
Insured, KILICO will make a new policy available to the surviving Insured,
without evidence of insurability.  The new policy will have the same amount of
insurance coverage, issue age, policy date, and rate class as the Policy when
it was issued.  A new two-year period will apply to increases in Specified
Amount and to reinstatements beginning with the effective date of the increase
or reinstatement.

ASSIGNMENT

     No assignment of a Policy is binding on KILICO until it is received and
accepted by KILICO at its Home Office.  KILICO assumes no responsibility for
the validity of the assignment.  Any claim under an assignment is 

                                     26

<PAGE>   34

subject to proof of the extent of the interest of the assignee.  If a Policy is
assigned, the rights of the Owner and Beneficiary are subject to the rights of 
the assignee of record.

NONPARTICIPATING

     The Policy will not pay dividends.  It will not participate in any of
KILICO's surplus or earnings.

OWNER AND BENEFICIARY

     The Owner may, at any time during the life of the Insured(s) and while the
Policy is in force, designate a new Owner.

     Primary and secondary Beneficiaries may be designated by the Owner in the
application.  If changed, the primary or secondary Beneficiary is as shown in
the latest change filed with KILICO.  If no Beneficiary survives the Insured,
the Insured's estate will be the Beneficiary.  If the Policy is a Survivorship
Policy and no Beneficiary is living upon the death of the last surviving
Insured, the estate of the last surviving Insured will be the Beneficiary.  The
interest of any Beneficiary may be subject to that of an assignee.

     Any change of Owner or Beneficiary must be made in writing in a form
acceptable to KILICO.  The change will take effect as of the date the request
is signed.  KILICO will not be liable for any payment made or other action
taken before the notice has been received at KILICO's Home Office.

RECORDS AND REPORTS

     KILICO or its designee will maintain all records relating to the Separate
Account.  KILICO will send Owners, at their last known address of record, an
annual report stating the Death Benefit, the Accumulation Unit Value, the Cash
Value and Surrender Value under the Policy, and indicating any additional
premium payments, partial withdrawals, transfers, Policy Loans and repayments
and charges made during the Policy Year.  In addition, Owners will be sent
confirmations and acknowledgments of various transactions. Owners will also be
sent annual and semi-annual reports for the Fund to the extent required by the
1940 Act.

WRITTEN NOTICES AND REQUESTS

     Any written notice or request to be sent to KILICO should be sent to its
Home Office, 1 Kemper Drive, Long Grove, Illinois 60049.  The notice or request
should include the Policy number and the full name of the Insured(s).  Any
notice sent by KILICO to an Owner will be sent to the address shown in the
application unless an address change has been filed with KILICO.

OPTIONAL INSURANCE BENEFITS

     Subject to certain requirements, an Owner may elect to add one or both of
the following optional insurance benefits to the Policy by a Rider at the time
of application for a Policy.  These optional benefits are: continuation of the
Policy under an extended Maturity Date and acceleration of the payment of a
portion of the Death Benefit when an Insured is terminally ill.  The cost of
any additional insurance benefits will be deducted as part of the monthly
deductions.  Certain restrictions may apply.  Restrictions and provisions
related to these benefits are more fully described in the applicable rider.
Samples of the provisions are available from KILICO upon written request.

                             DOLLAR COST AVERAGING

     An Owner may predesignate a portion of the Cash Value under a Policy
attributable to the Fixed Account, the Money Market Subaccount or the
Government Securities Subaccount (the designated account is referred to as the
"DCA Account") to be automatically transferred on a monthly basis to one or
more of the other Subaccounts 


                                     27

<PAGE>   35

and the Fixed Account.  An Owner may enroll in this program at the time the
Policy is issued or anytime thereafter by properly completing the Dollar Cost
Averaging enrollment form and returning it to KILICO at its Home Office at
least five (5) business days prior to the 10th day of a month, which is the
date that all Dollar Cost Averaging transfers will be made ("Transfer Date").

     Transfers will commence on the first Transfer Date following the Trade
Date if the initial net premium has been allocated to the Money Market
Subaccount.  In all other cases transfers will commence on the first Transfer
Date following the Issue, subject to the requirements stated above.  Transfers
will be made in the amounts designated by the Policy Owner and must be at least
$500 per Subaccount or Fixed Account.  The total Cash Value in the DCA Account
at the time Dollar Cost Averaging is elected must be at least equal to the
greater of $10,000 or the amount designated to be transferred on each Transfer
Date multiplied by the duration selected.  Dollar Cost Averaging will cease
automatically if the Cash Value does not equal or exceed the amount designated
to be transferred on each Transfer Date, and the remaining amount will be
transferred.

     Dollar Cost Averaging will terminate when (i) the number of designated
monthly transfers has been completed, (ii) the Cash Value attributable to the
DCA Account is insufficient to complete the next transfer, (iii) the Policy
Owner requests termination in writing and such writing is received by KILICO at
its Home Office at least five (5) business days prior to the next Transfer Date
in order to cancel the transfer scheduled to take effect on such date, or (iv)
the Policy is surrendered.  KILICO reserves the right to amend Dollar Cost
Averaging on thirty (30) days notice or terminate it at any time.

     An Owner may initiate, reinstate or change Dollar Cost Averaging or change
existing Dollar Cost Averaging terms by properly completing the new enrollment
form and returning it to KILICO at its Home Office at least five (5) business
days, (ten (10) business days for Fixed Account transfers), prior to the next
Transfer Date such transfer is to be made.

     When utilizing Dollar Cost Averaging, an Owner must be invested in the DCA
Account and may be invested in the Fixed Account and a maximum of eight (8)
other Subaccounts at any given time.

                           SYSTEMATIC WITHDRAWAL PLAN

     KILICO administers a Systematic Withdrawal Plan ("SWP") which allows
certain Policy Owners to preauthorize periodic withdrawals after the first
Policy Year.  Policy Owners entering into a SWP agreement instruct KILICO to
withdraw selected amounts from the Fixed Account or from a maximum of two (2)
Subaccounts on a monthly, quarterly, semi-annual or annual basis.  Currently
the SWP is available to Policy Owners who request a minimum $500 periodic
payment.  The amounts distributed under the SWP are partial withdrawals.  (See
"Policy Benefits and Rights--Surrender Privileges.")  Withdrawals taken under
the SWP may be subject to income taxes, withholding and tax penalties.  (See
"Federal Tax Matters," below.)  Policy Owners interested in the SWP may obtain
an application and full information concerning this program and its
restrictions from their representative or KILICO's Home Office.  The right is
reserved to amend the SWP on thirty (30) days' notice.  The SWP may be
terminated at any time by the Policy Owner or KILICO.

                            DISTRIBUTION OF POLICIES

     The Policy is sold by licensed insurance representatives who represent
KILICO and who are registered representatives of broker-dealers which are
registered under the Securities Exchange Act of 1934 and are members of the
National Association of Securities Dealers, Inc.  The Policy is distributed
through the principal underwriter, Investors Brokerage Services, Inc. ("IBS"),
an affiliate of KILICO.  IBS is engaged in the sale and distribution of other
variable life policies and annuities.  Pursuant to an Underwriting Agreement
between KILICO and IBS, IBS is authorized to enter into Selling Group
Agreements with broker-dealers that are registered under the 1934 Act and are
members of the NASD.  IBS is engaged in the sale and distribution of other
variable life policies and annuities.

                                     28

<PAGE>   36


     The Policy is available for distribution through entities or persons that
provide separate trust or consultative estate and business planning services
for which they charge a fee.  The fees are not a part of the Policy and KILICO
is not responsible for the payment of the fees.  Under special circumstances
with KILICO's consent, the Policy may be distributed through entities or
persons that do not provide such additional services.

        Notwithstanding that no explicit sales load is imposed under the
Policies, KILICO, through IBS, pays compensation, not to exceed 4% of premiums
paid, to selected broker-dealers. Part of the compensation will be used to
cover the broker-dealer's costs including but not limited to those associated
with the provision of sales, training and other marketing support, record
keeping, compliance oversight, and general office related overhead. KILICO,
through IBS and pursuant to a Product and Marketing Support Agreement, may pay
compensation, including marketing allowances to licensed broker-dealers, both
affiliated and unaffiliated, in recognition of the costs and expenses
associated with any or all of the following: product design, distribution
channel development, advanced underwriting, technology development, preparation
of sales material and other collateral marketing support required for the sale
and distribution of the Policies. 

                             FEDERAL TAX MATTERS

     The ultimate effect of Federal income taxes on the Policy, on Settlement
Options and on the economic benefit to the Owner, Beneficiary or payee depends
on KILICO's tax status, and upon the tax status of the individual concerned.

KILICO'S TAX STATUS

     Under current interpretations of Federal income tax law, KILICO is taxed
as a life insurance company and the operations of the Separate Account are
treated as part of the total operations of KILICO.  The operations of the
Separate Account do not materially affect KILICO's Federal income tax liability
because KILICO is allowed a deduction to the extent that net investment income
of the Separate Account is applied to increase Owners' equity.  KILICO may
incur state and local taxes attributable to the Separate Account.  At present,
these taxes are not significant.  Accordingly, KILICO does not charge or credit
the Separate Account for Federal, state or local taxes.  Thus, the Separate
Account may realize net investment income, such as interest, dividends or
capital gains, and reinvest such income all without tax consequences to the
Separate Account.

     If there is a material change in applicable Federal, state or local law,
however, charges or credits may be made to the Separate Account for Federal,
state or local taxes, or reserves for such taxes, if any, attributable to the
Separate Account.  Such charges or credits will be determined independent of
the taxes actually paid by KILICO.

TAX STATUS OF THE POLICY

     Section 7702 of the Internal Revenue Code ("Code") provides that if
certain tests are met, a Policy will be treated as a life insurance policy for
Federal tax purposes.  KILICO will monitor compliance with these tests.  The
Policy should thus receive the same Federal income tax treatment as fixed
benefit life insurance.  As a result, the Death Benefit payable under a Policy
is excludable from gross income of the Beneficiary under Section 101 of the
Code.

     Section 7702A of the Code defines modified endowment contracts as those
policies issued or materially changed on or after June 21, 1988 on which the
total premiums paid during the first seven years exceed the amount that would
have been paid if the policy provided for paid up benefits after seven level
annual premiums.  The Code provides for taxation of surrenders, partial
surrenders, loans, collateral assignments and other pre-death distributions
from modified endowment contracts in the same way annuities are taxed.
Modified endowment contract distributions are defined by the Code as amounts
not received as an annuity and are taxable to the extent the cash value of the
policy exceeds, at the time of distribution, the premiums paid into the policy.
In addition, a 10% tax penalty also applies to the taxable portion of such 
distributions unless the policy owner is over age 59 1/2 or disabled, or if 
other exceptions apply.

                                     29

<PAGE>   37

     It may not be advantageous to replace existing insurance with Policies
described in this Prospectus.  It may also be disadvantageous to purchase a
Policy to obtain additional insurance protection if the purchaser already owns
another variable life insurance policy.

     The Policies offered by this Prospectus may or may not be issued as
modified endowment contracts.  KILICO will monitor premiums paid and will
notify the Policy Owner when the Policy's non-modified endowment status is in
jeopardy.  The Policy Owner may then request that KILICO take whatever steps
are available to avoid treating the Policy as a modified endowment contract if
such is desired.  If a Policy is not a modified endowment contract, a cash
distribution during the first 15 years after a Policy is issued which causes a
reduction in death benefits may still become fully or partially taxable to the
Owner pursuant to Section 7702(f)(7) of the Code.  The Policy Owner should
carefully consider this potential effect and seek further information before
initiating any changes in the terms of the Policy.  Under certain conditions, a
Policy may become a modified endowment as a result of a material change or a
reduction in benefits as defined by Section 7702A(c) of the Code.

     In addition to meeting the tests required under Section 7702 and Section
7702A, Section 817(h) of the Code requires that the investments of separate
accounts such as the Separate Account be adequately diversified.  Regulations
issued by the Secretary of the Treasury set the standards for measuring the
adequacy of this diversification.  A variable life insurance policy that is not
adequately diversified under these regulations would not be treated as life
insurance under Section 7702 of the Code.  To be adequately diversified, each
Subaccount of the Separate Account must meet certain tests.  KILICO believes
that the investments of the Separate Account meet the applicable
diversification standards.

     KILICO will monitor compliance with these regulations and, to the extent
necessary, will change the objectives or assets of the Subaccount investments
to remain in compliance.

     Should the Secretary of the Treasury issue additional rules or regulations
limiting the number of funds, transfers between funds, exchanges of funds,
changes in investment objectives of funds or other aspects of the Policies such
that the Policy would no longer qualify as life insurance under Section 7702 of
the Code, KILICO will take whatever steps are available to remain in
compliance.

     The Secretary of the Treasury may issue a regulation or a ruling which
will prescribe the circumstances in which a policyowner's control of the
investments of separate accounts such as the Separate Account may cause the
policyowner, rather than the insurance company, to be treated as the owner of
the assets of the separate account.  The regulation or ruling could impose
requirements that are not reflected in the Policy, relating, for example, to
such elements of policyowner control as premium allocation, investment
selection, transfer privileges and investments in a subaccount focusing on a
particular investment sector.  It has also been suggested that, in certain
circumstances, control over the investment adviser might constitute prohibited
policyowner control.  KILICO believes that policyowner control will not exist
under the Policy.  Because failure to comply with any such regulation or ruling
presumably would cause earnings on an Owner's interest in the Separate Account
to be includable in the Owner's gross income in the year earned, KILICO has
reserved certain rights to alter the Policy and investment alternatives so as
to comply with such regulation or ruling.  KILICO believes that any such
regulation or ruling would apply prospectively.  Since the regulation or ruling
has not been issued, there can be no assurance as to the content of such
regulation or ruling or even whether application of the regulation or ruling
will be prospective.  For these reasons, Owners are urged to consult with their
own tax advisers.

     A total surrender or cancellation of the Policy by lapse may have adverse
tax consequences depending on the circumstances.

     Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the 
circumstances of each Policy Owner or Beneficiary.


                                     30

<PAGE>   38

OTHER CONSIDERATIONS

     Because of the complexity of the law in its application to a specific
individual, tax advice may be needed by a person contemplating purchase of a
Policy or the exercise of elections under a Policy.  The above comments
concerning the Federal income tax consequences are not exhaustive and are not
intended as tax advice. Counsel and other competent advisers should be
consulted for more complete information.  This discussion is based on KILICO's
understanding of Federal income tax laws as they are currently interpreted by
the Internal Revenue Service.  No representation is made as to the likelihood
of continuation of these current laws and interpretations.  KILICO also
believes the Policy meets other requirements concerning Owner control over
investments.  However, the Secretary of the Treasury has not issued regulations
on this subject.  Such regulations, if adopted, could include requirements not
included in the Policy.  Because the guidance has not been published, there can
be no assurance as to content or even whether application will be prospective
only.  KILICO will make modifications to the Policy to comply with such
regulations.

                              LEGAL CONSIDERATIONS

     On July 6, 1983, the Supreme Court held in ARIZONA GOVERNING COMMITTEE V.
NORRIS that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
The Policy described in this Prospectus contains cost of insurance rates that
distinguish between men and women.  Accordingly, employers and employee
organizations should consider, in consultation with legal counsel, the impact
of Federal, state and local laws, including Title VII of the Civil Rights Act,
the Equal Pay Act, and NORRIS and subsequent cases on any employment-related
insurance or fringe benefit program before purchasing this Policy.

                  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

     KILICO holds the assets of the Separate Account.  The assets are kept
segregated and held separate and apart from the general funds of KILICO.
KILICO maintains records of all purchases and redemptions of the shares of each
Portfolio by each of the Subaccounts.

                                VOTING INTERESTS

     To the extent required by law, KILICO will vote a Fund's shares held in
the Separate Account at regular and special shareholder meetings of the Fund in
accordance with instructions received from persons having voting interests in
the corresponding Subaccounts of the Separate Account.  If, however, the 1940
Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result KILICO determines that it
is permitted to vote a Fund's shares in its own right, it may elect to do so.

     Owners of all Policies participating in each Subaccount shall have voting
interests with respect to that Subaccount, based upon each Owner's
proportionate interest in that Subaccount as measured by units.

     Each person having a voting interest in a Subaccount will receive proxy
material, reports, and other materials relating to the appropriate portfolio of
the Funds.

     KILICO will vote shares of the Funds for which it has not received timely
instructions in proportion to the voting instructions that KILICO has received
with respect to all variable policies participating in a portfolio.  KILICO
will also vote any Fund shares attributed to amounts it has accumulated in the
Subaccounts in the same proportions that Owners vote.

     KILICO may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the subclassification or investment objective


                                     31

<PAGE>   39

of the Fund or of one or more of its portfolios or to approve or disapprove an
investment advisory contract for a portfolio of the Fund.  In addition, KILICO
itself may disregard voting instructions in favor of changes initiated by an
Owner in the investment policy or the investment adviser of a portfolio of a
Fund if KILICO reasonably disapproves of such changes.  A proposed change would
be disapproved only if the change is contrary to state law or prohibited by
state regulatory authorities, or if KILICO determines that the change would
have an adverse effect on its General Account in that the proposed investment
policy for a portfolio may result in overly speculative or unsound investments.
In the event KILICO does disregard voting instructions, a summary of that
action and the reasons for such action will be included in the next annual
report to Owners.

                           STATE REGULATION OF KILICO

     KILICO, a stock life insurance company organized under the laws of
Illinois, is subject to regulation by the Illinois Department of Insurance.  An
annual statement is filed with the Director of Insurance on or before March 1st
of each year covering the operations and reporting on the financial condition
of KILICO as of December 31st of the preceding year.  Periodically, the
Director of Insurance examines the liabilities and reserves of KILICO and the
Separate Account and certifies to their adequacy, and a full examination of
KILICO's operations is conducted by the National Association of Insurance
Commissioners at least once every three years.

     In addition, KILICO is subject to the insurance laws and regulations of
other states within which it is licensed to operate.  Generally, the insurance
department of any other state applies the laws of the state of domicile in
determining permissible investments.




                                     32



<PAGE>   40



                        DIRECTORS AND OFFICERS OF KILICO

     The directors and principal officers of KILICO are listed below together
with their current positions and their other business experience during the
past five years.  The address of each officer and director is 1 Kemper Drive,
Long Grove, Illinois 60049.


<TABLE>
<CAPTION>
        POSITION WITH KILICO
          YEAR OF ELECTION            OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
        --------------------          -----------------------------------------------------
<S>                                   <C>
  John B. Scott (52)                  Chief Executive Officer, President and Director of
  Chief Executive Officer since       Federal Kemper Life Assurance Company (FKLA) and
  February 1992.  President since     Fidelity Life Association (FLA) since 1988. Chief
  November 1993, Director since       Executive Officer, President and Director of Zurich
  1992.                               Life Insurance Company of America (ZLICA) and Zurich
                                      Direct, Inc. (ZD) since March 1996. Chairman of the
                                      Board and Director of Investors Brokerage Services,
                                      Inc. (IBS) and Investors Brokerage Services
                                      Insurance Agency, Inc. (IBSIA) since 1993. Chairman
                                      of the Board of FKLA and FLA from April 1988 to
                                      January 1996. Chairman of the Board of KILICO from
                                      February 1992 to January 1996. Executive Vice
                                      President and Director of Kemper Corporation
                                      (K-Corp.) from January 1994 and March 1996,
                                      respectively. Executive Vice President of Kemper
                                      Financial Companies, Inc. from January 1994 to
                                      January 1996 and Director from 1992 to January 1996.

  Eliane C. Frye (49)                 Executive Vice President of FKLA and FLA since 1995.
  Executive Vice President since      Executive Vice President of ZLICA and ZD since March
  1995.                               1996. Director of IBS and IBSIA since 1995. Senior
                                      Vice President of KILICO, FKLA and FLA from 1993 to
                                      1995. Vice President of FKLA and FLA from 1988 to
                                      1993.

  Frederick L. Blackmon (45)         Senior Vice President and Chief Financial Officer of
  Senior Vice President and Chief     FKLA since December 1995. Senior Vice President and
  Financial Officer since December    Chief Financial Officer of FLA since January 1996.
  1995.                               Senior Vice President and Chief Financial Officer of
                                      ZLICA since March 1996. Senior Vice President, Chief
                                      Financial Officer and Director of ZD since March
                                      1996. Treasurer and Chief Financial Officer of
                                      K-Corp. since January 1996. Chief Financial Officer
                                      of Alexander Hamilton Life Insurance Company from
                                      April 1989 to November 1995.

  James C. Harkensee (38)             Senior Vice President of FKLA and FLA since January
  Senior Vice President since         1996. Senior Vice President of ZLICA since 1995.
  January 1996.                       Senior Vice President of ZD since 1995. Vice
                                      President of ZLICA from 1992 to 1995. Chief Actuary
                                      of ZLICA from 1991 to 1994. Assistant Vice President
                                      of ZLICA from 1990 to 1992. Vice President of ZD
                                      from 1994 to 1995.

  James E. Hohmann (41)               Senior Vice President and Chief Actuary of FKLA
  Senior Vice President and Chief     since December 1995. Senior Vice President and Chief
  Actuary since December 1995.        Actuary of FLA since January 1996. Senior Vice
                                      President and Chief Actuary of ZLICA since March
                                      1996. Senior Vice President, Chief Actuary and
                                      Director of ZD since March 1996. Managing Principal
                                      (Partner) of Tillinghast-Towers Perrin from January
                                      1991 to December 1995. Consultant/Principal
                                      (Partner) of Tillinghast-Towers Perrin from November
                                      1986 to January 1991.

  Edward K. Loughridge (42) Senior    Senior Vice President and Corporate Development
  Vice President and Corporate        Officer of FKLA and FLA since January 1996. Senior
  Development Officer since           Vice President and Corporate Development Officer for
  January 1996.                       ZLICA and ZD since March 1996. Senior Vice President
                                      of Human Resources of Zurich-American Insurance
                                      Group from February 1992 to March 1996.

</TABLE>


                                      33



<PAGE>   41

<TABLE>
<S>                                   <C>
  Philip D. Meserve (47)              Senior Vice President of FKLA, FLA, ZLICA and ZD
  Senior Vice President               since March 1997.  Director of IBSIA since March
  since March 1997.                   1997.  Director of IBS since May 1997.  Managing
                                      Director of Equitable Distributors from May 1996 to
                                      March 1997.  Supervisor at Banker's Trust from April
                                      1995 to April 1996.  Senior Vice President of
                                      Fidelity Investments Insurance Services from
                                      February 1992 to March 1995.

  Debra P. Rezabek (41)               Senior Vice President of FKLA and FLA since March
  Vice President since 1995.          1996. Corporate Secretary of FKLA and FLA since
  General Counsel since 1993.         January 1996. Vice President of KILICO, FKLA and FLA
  Corporate Secretary since           since 1995. General Counsel and Director of
  January 1996.                       Government Affairs of FKLA and FLA since 1992 and of
                                      KILICO since 1993. Senior Vice President, General
                                      Counsel and Corporate Secretary of ZLICA since March
                                      1996. Senior Vice President, General Counsel,
                                      Corporate Secretary and Director of ZD since March
                                      1996. Secretary of IBS and IBSIA since 1993.
                                      Director of IBS and IBSIA from 1993 to 1996.
                                      Assistant General Counsel of FKLA and FLA from 1988
                                      to 1992. General Counsel and Assistant Secretary of
                                      KILICO, FKLA and FLA from 1992 to 1996. Assistant
                                      Secretary of K-Corp. since January 1996.

  George Vlaisavljevich (54) Senior   Senior Vice President of FKLA, FLA and ZLICA since
  Vice President since October 1996.  October 1996. Director of IBS and IBSIA since
                                      October 1996. Executive Vice President of The
                                      Copeland Companies from April 1983 to September
                                      1996.

  Loren J. Alter (58)                 Director of FKLA, FLA and Zurich Kemper Investments,
  Director since January 1996.        Inc. (ZKI) since January 1996. Director of ZLICA
                                      since May 1979. Executive Vice President of Zurich
                                      Insurance Company since 1979. President, Chief
                                      Executive Officer and Director of K-Corp. since
                                      January 1996.

  William H. Bolinder (53)            Chairman of the Board and Director of FKLA and FLA
  Chairman of the Board and Director  since January 1996. Chairman of the Board of ZLICA
  since January 1996.                 and ZD since March 1995. Chairman of the Board of
                                      K-Corp. since January 1996. Vice Chairman and
                                      Director of ZKI since January 1996. Member of the
                                      Corporate Executive Board of Zurich Insurance Group
                                      since October 1994. Chairman of the Board of
                                      American Guarantee and Liability Insurance Company,
                                      Zurich American Insurance Company of Illinois,
                                      American Zurich Insurance Company and Steadfast
                                      Insurance Company since 1995. Chief Executive
                                      Officer of American Guarantee and Liability
                                      Insurance Company, Zurich American Insurance Company
                                      of Illinois, American Zurich Insurance Company and
                                      Steadfast Insurance Company from 1986 to June 1995.
                                      President of Zurich Holding Company of America since
                                      1986. Manager of Zurich Insurance Company, U.S.
                                      Branch since 1986. Underwriter for Zurich American
                                      Lloyds since 1986.

  David A. Bowers (50)                Executive Vice President, Corporate Secretary &
  Director since June 1997.           General Counsel of Zurich-American Insurance Group
                                      since August 1985.  Vice President, General Counsel
                                      and Secretary of Kemper since March 1996.

  Daniel L. Doctoroff (38)            Director of FKLA, FLA and K-Corp. since January
  Director since January 1996.        1996. Director of ZLICA since March 1996. Managing
                                      Partner of Insurance Partners Advisors, L.P. since
                                      February 1994. Vice President of Keystone, Inc.
                                      since October 1992. Managing Director of Rosecliff
                                      Inc./Oak Hill Partners, Inc. since August 1987.
                                      Director of Bell & Howell Company since 1989;
                                      Specialty Foods Corporation since 1993; and Capstar
                                      Hotel Company since 1995.

  Markus Rohrbasser (42)              Director of FKLA, FLA and ZLICA since May 1997.
  Director since May 1997.            Chief Financial Officer and Member of the Corporate
                                      Executive Board of Zurich Insurance Company since
                                      January 1997. Member of Enlarged Corporate Executive
                                      Board and Chief Executive Officer of Union Bank of
                                      Switzerland (North America) from 1992 to 1997.
 
</TABLE>

                                      34

<PAGE>   42

<TABLE>
<S>                                 <C>
  Paul H. Warren (41)                 Director of FKLA , FLA and K-Corp. since January
  Director since January 1996.        1996. Director of ZLICA since March 1996. Partner of
                                      Insurance Partners Advisors, L.P. since March 1994.
                                      Managing Director of International Insurance
                                      Advisors since March 1992. Vice President of J.P.
                                      Morgan from June 1986 to March 1992. Director of
                                      Unionamerica Holdings plc since June 1993;
                                      Unionamerica Insurance Company since September 1993;
                                      Tarquin plc since November 1994; Charman
                                      Underwriting Agencies Ltd. since November 1994; and
                                      Corporate Health Dimensions since March 1997.

</TABLE>

                                 LEGAL MATTERS

     All matters of Illinois law pertaining to the Policy, including the
validity of the Policy and KILICO's right to issue the Policy under Illinois 
Insurance Law, have been passed upon by Debra P. Rezabek, Senior Vice 
President, General Counsel, and Corporate Secretary of KILICO.  Katten Muchin &
Zavis, Washington, D.C., has advised KILICO on certain legal matters concerning
Federal securities laws applicable to the issue and sale of Policies.

                               LEGAL PROCEEDINGS

     There are no legal proceedings to which the Separate Account is a party or
to which the assets of the Separate Account are subject.  KILICO is not a party
in any litigation that is of material importance in relation to its total
assets or that relates to the Separate Account.

                                    EXPERTS

     The consolidated balance sheets of KILICO as of December 31, 1996 and
January 4, 1996 and the related consolidated statements of operations,
stockholder's equity, and cash flows for the periods from January 4, 1996 to
December 31, 1996 and for each of the years in the two year period ended
December 31, 1995 have been included herein and in the registration statement
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.  The report of KPMG Peat Marwick
LLP covering KILICO's financial statements contains an explanatory paragraph
that states as a result of the acquisition of its parent, Kemper Corporation,
the consolidated financial information for the periods after the acquisition is
presented on a different cost basis than that for the periods before the
acquisition and, therefore, is not comparable.

     Actuarial matters included in this Prospectus have been examined by Steven
D. Powell, FSA, as stated in the opinion filed as an exhibit to the
registration statement.

                             REGISTRATION STATEMENT

     A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Policies.  For further information concerning the Separate Account, KILICO and
the Policy, reference is made to the registration statement as amended with
exhibits.  Copies of the registration statement are available from the
Commission upon payment of a fee.

                              FINANCIAL STATEMENTS

     No financial statements are included for the Separate Account.  It has not
yet commenced operations, has no assets or liabilities, and has received no
income or incurred any expense.  The financial statements of KILICO that are
included should be considered only as bearing upon KILICO's ability to meet its
contractual obligations under the Policy.  KILICO's financial statements do not
bear on the investment experience of the assets held in the Separate Account.
KILICO has not provided interim financial statements.  There has been no
adverse material change in KILICO's financial position since the dates of the
audited financial statements. 


                                      35

<PAGE>   43
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
The Board of Directors and Stockholder
Kemper Investors Life Insurance Company:
 
     We have audited the accompanying consolidated balance sheets of Kemper
Investors Life Insurance Company and subsidiaries as of December 31, 1996 and as
of January 4, 1996, and the related consolidated statements of operations,
stockholder's equity, and cash flows for the periods from January 4, 1996 to
December 31, 1996 (post-acquisition), and for each of the years in the two-year
period ended December 31, 1995 (pre-acquisition). These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 aforementioned post-acquisition consolidated financial
statements present fairly, in all material respects, the financial position of
Kemper Investors Life Insurance Company and subsidiaries as of December 31, 1996
and as of January 4, 1996, and the results of their operations and their cash
flows for the post-acquisition period, in conformity with generally accepted
accounting principles. Further, in our opinion, the aforementioned
pre-acquisition consolidated financial statements present fairly, in all
material respects, the financial position of Kemper Investors Life Insurance
Company and subsidiaries and the results of their operations and their cash
flows for the pre-acquisition periods, in conformity with generally accepted
accounting principles.
 
     As discussed in Note 1 to the consolidated financial statements, effective
January 4, 1996, an investor group as described in Note 1, acquired all of the
outstanding stock of Kemper Investors Life Insurance Company in a business
combination accounted for as a purchase. As a result of the acquisition, the
consolidated financial information for the periods after the acquisition is
presented on a different cost basis than that for the periods before the
acquisition and, therefore, is not comparable.
 
                                            KPMG PEAT MARWICK LLP
Chicago, Illinois
March 21, 1997
 
                                      36
<PAGE>   44
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)
 
<TABLE>
<CAPTION>
                                                              DECEMBER 31      JANUARY 4
                                                                 1996             1996
                                                              -----------      ----------
<S>                                                           <C>              <C>
ASSETS
Fixed maturities, available for sale, at fair value (cost:
  December 31, 1996, $3,929,650; January 4, 1996,
  $3,749,323)...............................................  $3,866,431       $3,749,323
Short-term investments......................................      71,696          372,515
Joint venture mortgage loans................................     110,971          110,194
Third-party mortgage loans..................................     106,585          144,450
Other real estate-related investments.......................      50,157           34,296
Policy loans................................................     288,302          289,390
Other invested assets.......................................      23,507           19,215
                                                              ----------       ----------
          Total investments.................................   4,517,649        4,719,383
Cash........................................................       2,776           25,811
Accrued investment income...................................     115,199          104,402
Goodwill....................................................     244,688          254,883
Value of business acquired..................................     189,639          190,222
Deferred insurance acquisition costs........................      26,811           --
Federal income tax receivable...............................       3,840          112,646
Reinsurance recoverable.....................................     427,165          502,836
Receivable on sales of securities...........................      32,569              902
Other assets and receivables................................      30,277           10,540
Assets held in separate accounts............................   2,127,247        1,761,110
                                                              ----------       ----------
          Total assets......................................  $7,717,860       $7,682,735
                                                              ==========       ==========
LIABILITIES
Future policy benefits......................................  $4,256,521       $4,585,148
Ceded future policy benefits................................     427,165          502,836
Benefits and claims payable to policyholders................      36,142            4,535
Other accounts payable and liabilities......................      59,462           30,030
Deferred income taxes.......................................      60,362           53,472
Liabilities related to separate accounts....................   2,127,247        1,761,110
                                                              ----------       ----------
          Total liabilities.................................   6,966,899        6,937,131
                                                              ----------       ----------
Commitments and contingent liabilities
STOCKHOLDER'S EQUITY
Capital stock--$10 par value,
  authorized 300,000 shares; outstanding 250,000 shares.....       2,500            2,500
Additional paid-in capital..................................     761,538          743,104
Unrealized loss on investments..............................     (47,498)          --
Retained earnings...........................................      34,421           --
                                                              ----------       ----------
          Total stockholder's equity........................     750,961          745,604
                                                              ----------       ----------
          Total liabilities and stockholder's equity........  $7,717,860       $7,682,735
                                                              ==========       ==========
</TABLE>
 
See accompanying notes to consolidated financial statements.
 
                                      37
<PAGE>   45
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)
 
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31
                                                              -----------------------------------
                                                                               PREACQUISITION
                                                                           ----------------------
                                                                1996         1995          1994
                                                              --------     ---------     --------
<S>                                                           <C>          <C>           <C>
REVENUE
Net investment income.......................................  $299,688     $ 348,448     $353,084
Realized investment gains (losses)..........................    13,602      (318,700)     (54,557)
Premium income..............................................     7,822           236        --
Fees and other income.......................................    35,095        38,101       31,950
                                                              --------     ---------     --------
          Total revenue.....................................   356,207        68,085      330,477
                                                              --------     ---------     --------
BENEFITS AND EXPENSES
Benefits and interest credited to policyholders.............   237,349       245,615      248,494
Commissions, taxes, licenses and fees.......................    28,135        31,793       26,910
Operating expenses..........................................    24,678        20,837       25,324
Deferral of insurance acquisition costs.....................   (27,820)      (36,870)     (31,852)
Amortization of insurance acquisition costs.................     2,316        14,423       20,809
Amortization of value of business acquired..................    21,530        --            --
Amortization of goodwill....................................    10,195        --            --
                                                              --------     ---------     --------
          Total benefits and expenses.......................   296,383       275,798      289,685
                                                              --------     ---------     --------
Income (loss) before income tax expense (benefit)...........    59,824      (207,713)      40,792
Income tax expense (benefit)................................    25,403       (74,664)      14,431
                                                              --------     ---------     --------
          Net income (loss).................................  $ 34,421     $(133,049)    $ 26,361
                                                              ========     =========     ========
</TABLE>
 
See accompanying notes to consolidated financial statements.
 
                                      38
<PAGE>   46
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                 (in thousands)
 
<TABLE>
<CAPTION>
                                                                                PREACQUISITION
                                                                           -------------------------
                                                 DECEMBER 31   JANUARY 4   DECEMBER 31   DECEMBER 31
                                                    1996         1996         1995          1994
                                                 -----------   ---------   -----------   -----------
<S>                                              <C>           <C>         <C>           <C>
CAPITAL STOCK, beginning and end of period.....   $  2,500     $  2,500     $   2,500     $   2,500
                                                  --------     --------     ---------     ---------
 
ADDITIONAL PAID-IN CAPITAL, beginning of
  period.......................................    743,104      491,994       491,994       409,423
Capital contributions from parent..............     18,434        --           --            82,500
Adjustment to reflect purchase accounting
  method.......................................     --          251,110        --                --
Transfer of limited partnership interest to
  parent.......................................     --            --           --                71
                                                  --------     --------     ---------     ---------
          End of period........................    761,538      743,104       491,994       491,994
                                                  --------     --------     ---------     ---------
 
UNREALIZED GAIN (LOSS) ON INVESTMENTS,
  beginning of period..........................     --           68,502      (236,443)       93,096
Unrealized gain (loss) on revaluation of
  investments, net.............................    (47,498)       --          304,945      (329,539)
Adjustment to reflect purchase accounting
  method.......................................     --          (68,502)       --            --
                                                  --------     --------     ---------     ---------
          End of period........................    (47,498)       --           68,502      (236,443)
                                                  --------     --------     ---------     ---------
 
RETAINED EARNINGS, beginning of period.........     --           42,880       175,929       149,568
Net income (loss)..............................     34,421        --         (133,049)       26,361
Adjustment to reflect purchase accounting
  method.......................................     --          (42,880)       --            --
                                                  --------     --------     ---------     ---------
          End of period........................     34,421        --           42,880       175,929
                                                  --------     --------     ---------     ---------
 
          Total stockholder's equity...........   $750,961     $745,604     $ 605,876     $ 433,980
                                                  ========     ========     =========     =========
</TABLE>
 
See accompanying notes to consolidated financial statements.
 
                                      39
<PAGE>   47
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
 
<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                        -----------------------------------------
                                                                             PREACQUISITION
                                                                        -------------------------
                                                           1996           1995           1994
                                                        -----------     ---------     -----------
<S>                                                     <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)...................................  $    34,421     $(133,049)    $    26,361
  Reconcilement of net income (loss) to net cash
     provided:
     Realized investment losses (gains)...............      (13,602)      318,700          54,557
     Interest credited and other charges..............      230,298       237,984         242,591
     Deferred insurance acquisition costs.............      (25,504)      (22,447)        (11,043)
     Amortization of value of business acquired.......       21,530        --             --
     Amortization of goodwill.........................       10,195        --             --
     Amortization of discount and premium on
       investments....................................       25,743         4,586          (1,383)
     Deferred income taxes............................         (897)       38,423          20,809
     Net change in Federal income tax receivable......      108,806       (86,990)            809
     Other, net.......................................      (22,283)      (29,905)        (14,161)
                                                        -----------     ---------     -----------
          Net cash provided from operating
            activities................................      368,707       327,302         318,540
                                                        -----------     ---------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash from investments sold or matured:
     Fixed maturities held to maturity................      264,383       320,143         144,717
     Fixed maturities sold prior to maturity..........      891,995       297,637         910,913
     Mortgage loans, policy loans and other invested
       assets.........................................      168,727       450,573         536,668
  Cost of investments purchased or loans originated:
     Fixed maturities.................................   (1,369,091)     (549,867)     (1,447,393)
     Mortgage loans, policy loans and other invested
       assets.........................................     (119,044)     (131,966)       (281,059)
  Short-term investments, net.........................      300,819      (168,351)        198,299
  Net change in receivable and payable for securities
     transactions.....................................      (31,667)       (1,397)        (16,553)
  Net reductions in other assets......................          105         1,996           2,678
                                                        -----------     ---------     -----------
          Net cash provided by investing activities...      106,237       218,768          48,270
                                                        -----------     ---------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Policyholder account balances:
     Deposits.........................................      141,159       247,778         215,034
     Withdrawals......................................     (700,084)     (755,917)       (652,513)
  Capital contributions from parent...................       18,434            --          82,500
  Other...............................................       42,512       (35,309)          3,871
                                                        -----------     ---------     -----------
          Net cash used in financing activities.......     (497,979)     (543,448)       (351,108)
                                                        -----------     ---------     -----------
               Net increase (decrease) in cash........      (23,035)        2,622          15,702
CASH, beginning of period.............................       25,811        23,189           7,487
                                                        -----------     ---------     -----------
CASH, end of period...................................  $     2,776     $  25,811     $    23,189
                                                        ===========     =========     ===========
</TABLE>
 
See accompanying notes to consolidated financial statements.
 
                                      40
<PAGE>   48
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION
 
     Kemper Investors Life Insurance Company and subsidiaries (the "Company")
issues fixed and variable annuity products, variable life, term life and
interest-sensitive life insurance products marketed primarily through a network
of financial institutions, securities brokerage firms, insurance agents and
financial planners. The Company is licensed in the District of Columbia and all
states except New York. The Company is a wholly-owned subsidiary of Kemper
Corporation ("Kemper"). On January 4, 1996, an investor group comprised of
Zurich Insurance Company ("Zurich"), Insurance Partners, L.P. ("IP") and
Insurance Partners Offshore (Bermuda), L.P. (together with IP, "Insurance
Partners") acquired all of the issued and outstanding common stock of Kemper. As
a result of the change in control, Zurich and Insurance Partners own 80 percent
and 20 percent, respectively, of Kemper and therefore the Company.
 
     The financial statements include the accounts of the Company on a
consolidated basis. All significant intercompany balances and transactions have
been eliminated.
 
PURCHASE ACCOUNTING METHOD
 
     The acquisition of the Company on January 4, 1996, was accounted for using
the purchase method of accounting. The consolidated financial statements of the
Company prior to January 4, 1996, were prepared on a historical cost basis in
accordance with generally accepted accounting principles. The accompanying
financial statements and notes thereto prepared prior to January 4, 1996 have
been labeled "preacquisition". The accompanying consolidated financial
statements of the Company as of January 4, 1996 (the acquisition date) and as of
and for the year ended December 31, 1996, have been prepared in conformity with
the purchase method of accounting. The Company has presented January 4, 1996
(the acquisition date), as the opening purchase accounting balance sheet for
comparative purposes throughout the accompanying financial statements and notes
thereto.
 
     Under purchase accounting, the Company's assets and liabilities have been
marked to their relative fair market values as of the acquisition date. The
difference between the cost of acquiring the Company and the net fair market
values of the Company's assets and liabilities as of the acquisition date has
been recorded as goodwill. The Company is amortizing goodwill on a straight-line
basis over twenty-five years. The allocated cost of acquiring the Company was
$745.6 million and the acquisition resulted in goodwill of $254.9 million as of
January 4, 1996.
 
     The Company reviews goodwill to determine if events or changes in
circumstances may have affected the recoverability of the outstanding goodwill
as of each reporting period. In the event that the Company determines that
goodwill is not recoverable, it would amortize such amounts as additional
goodwill expense in the accompanying financial statements. As of December 31,
1996, the Company believes that no such adjustment is necessary.
 
     Purchase accounting adjustments primarily affected the recorded historical
values of fixed maturities, mortgage loans, other invested assets, deferred
insurance acquisition costs, future policy benefits and deferred income taxes.
 
     Deferred insurance acquisition costs, and the related amortization thereof,
for policies sold prior to January 4, 1996, have been replaced by the value of
business acquired.
 
     The value of business acquired reflects the estimated fair value of the
Company's life insurance business in force and represents the portion of the
cost to acquire the Company that is allocated to the value of the right to
receive future cash flows from insurance contracts existing at the date of
acquisition. Such value is the present value of the actuarially determined
projected cash flows for the acquired policies.
 
     A 15 percent discount rate was used to determine such value and represents
the rate of return required by Zurich and Insurance Partners to invest in the
business being acquired. In selecting the rate of return used to value the
policies purchased, the Company considered the magnitude of the risks associated
with each of the actuarial assumptions used in determining expected future cash
flows, the cost of capital available to fund the acquisition, the perceived
likelihood of changes in insurance regulations and tax laws, the complexity of
the Company's business, and the prices paid (i.e., discount rates used in
determining other life insurance company valuations) on similar blocks of
business sold in recent periods.
 
                                      41
<PAGE>   49
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     The value of the business acquired is amortized over the estimated contract
life of the business acquired in relation to the present value of estimated
gross profits using current assumptions based on an interest rate equal to the
liability or contract rate on the value of business acquired. The estimated
amortization and accretion of interest for the value of business acquired for
each of the years through December 31, 2001 are as follows:
 
<TABLE>
<CAPTION>
                                                                                            PROJECTED
                (IN THOUSANDS)                    BEGINNING                  ACCRETION OF    ENDING
            YEAR ENDED DECEMBER 31                 BALANCE    AMORTIZATION     INTEREST      BALANCE
- -----------------------------------------------   ---------   ------------   ------------   ---------
<S>                                               <C>         <C>            <C>            <C>
1996...........................................   $190,222      $(31,427)      $ 9,897      $168,692
1997...........................................    168,692       (26,330)       10,152       152,514
1998...........................................    152,514       (26,769)        9,085       134,830
1999...........................................    134,830       (26,045)        8,000       116,785
2000...........................................    116,785       (24,288)        6,834        99,331
2001...........................................     99,331       (21,538)        5,867        83,660
</TABLE>
 
     The projected ending balance of the value of business acquired will be
further adjusted to reflect the impact of unrealized gains or losses on fixed
maturities held as available for sale in the investment portfolio. Such
adjustments are not recorded in the Company's net income but rather are recorded
as a credit or charge to stockholder's equity, net of income tax. As of December
31, 1996, this adjustment increased the value of business acquired and
stockholder's equity by approximately $20.9 million and $13.6 million,
respectively.
 
ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that could affect the reported amounts of assets and liabilities as
well as the disclosure of contingent assets or liabilities at the date of the
financial statements. As a result, actual results reported as revenue and
expenses could differ from the estimates reported in the accompanying financial
statements. As further discussed in the accompanying notes to the consolidated
financial statements, significant estimates and assumptions affect deferred
insurance acquisition costs, the value of business acquired, provisions for real
estate-related losses and reserves, other-than-temporary declines in values for
fixed maturities, the valuation allowance for deferred income taxes and the
calculation of fair value disclosures for certain financial instruments.
 
LIFE INSURANCE REVENUE AND EXPENSES
 
     Revenue for annuities and interest-sensitive life insurance products
consists of investment income, and policy charges such as mortality, expense and
surrender charges. Expenses consist of benefits and interest credited to
contracts, policy maintenance costs and amortization of deferred insurance
acquisition costs. Also reflected in fees and other income is a ceding
commission experience adjustment received in 1995 as a result of certain
reinsurance transactions entered into by the Company during 1992. (See note
captioned "Reinsurance".)
 
     Premiums for term life policies are reported as earned when due. Profits
for such policies are recognized over the duration of the insurance policies by
matching benefits and expenses to premium income.
 
DEFERRED INSURANCE ACQUISITION COSTS
 
     The costs of acquiring new business after January 4, 1996, principally
commission expense and certain policy issuance and underwriting expenses, have
been deferred to the extent they are recoverable from estimated future gross
profits on the related contracts and policies. The deferred insurance
acquisition costs for annuities, separate account business and
interest-sensitive life insurance products are being amortized over the
estimated contract life in relation to the present value of estimated gross
profits. Deferred insurance acquisition costs related to such interest-sensitive
products also reflect the estimated impact of unrealized gains or losses on
fixed maturities held as available for sale in the investment portfolio, through
a credit or charge to stockholder's equity, net of income tax. The deferred
insurance acquisition costs for term-life insurance products are being amortized
over the premium paying period of the policies.
 
                                      42
<PAGE>   50
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FUTURE POLICY BENEFITS
 
     Liabilities for future policy benefits related to annuities and
interest-sensitive life contracts reflect net premiums received plus interest
credited during the contract accumulation period and the present value of future
payments for contracts that have annuitized. Current interest rates credited
during the contract accumulation period range from 4.0 percent to 7.5 percent.
Future minimum guaranteed interest rates vary from 3.0 percent to 4.5 percent.
For contracts that have annuitized, interest rates used in determining the
present value of future payments range principally from 3.0 percent to 12.0
percent.
 
     Liabilities for future term life policy benefits have been computed
principally by a net level premium method. Anticipated rates of mortality are
based on the 1975-1980 Select and Ultimate Table modified by Company experience,
including withdrawals. Estimated future investment yields are a level 7 percent
for reinsurance assumed and for direct business, 8 percent for three years; 7
percent for year four; and 6 percent thereafter.
 
INVESTED ASSETS AND RELATED INCOME
 
     Investments in fixed maturities are carried at fair value. Short-term
investments are carried at cost, which approximates fair value. (See note
captioned "Fair Value of Financial Instruments".)
 
     The amortized cost of fixed maturities is adjusted for amortization of
premiums and accretion of discounts to maturity, or in the case of
mortgage-backed and asset-backed securities, over the estimated life of the
security. Such amortization is included in net investment income. Amortization
of the discount or premium from mortgage-backed and asset-backed securities is
recognized using a level effective yield method which considers the estimated
timing and amount of prepayments of the underlying loans and is adjusted to
reflect differences which arise between the prepayments originally anticipated
and the actual prepayments received and currently anticipated. To the extent
that the estimated lives of such securities change as a result of changes in
prepayment rates, the adjustment is also included in net investment income. The
Company does not accrue interest income on fixed maturities deemed to be
impaired on an other-than-temporary basis, or on mortgage loans, real estate-
related bonds and other real estate loans where the likelihood of collection of
interest is doubtful.
 
     Mortgage loans are carried at their unpaid balance, net of unamortized
discount and any applicable reserves or write-downs. Other real estate-related
investments net of any applicable reserve and write-downs include notes
receivable from real estate ventures; investments in real estate ventures,
adjusted for the equity in the operating income or loss of such ventures; common
stock carried at fair value and real estate owned carried at fair value.
 
     Real estate reserves are established when declines in collateral values,
estimated in light of current economic conditions and calculated in conformity
with Statement of Financial Accounting Standards ("SFAS") 114, ACCOUNTING BY
CREDITORS FOR IMPAIRMENT OF A LOAN, indicate a likelihood of loss. At year-end
1995, reflecting the Company's change in strategy with respect to its real
estate portfolio, and the disposition thereof, and on January 4, 1996,
reflecting the acquisition of the Company, real estate-related investments were
valued using an estimate of the investments observable market price, net of
estimated costs to sell. Prior to year-end 1995, the Company evaluated its real
estate-related assets (including accrued interest) by estimating the
probabilities of loss utilizing various projections that included several
factors relating to the borrower, property, term of the loan, tenant
composition, rental rates, other supply and demand factors and overall economic
conditions. Generally, at that time, the reserve was based upon the excess of
the loan amount over the estimated future cash flows from the loan, discounted
at the loan's contractual rate of interest taking into consideration the effects
of recourse to, and subordination of loans held by, affiliated non-life realty
companies.
 
     Under purchase accounting, the market value of the Company's policy loans
and other invested assets consisting primarily of venture capital investments
and a leveraged lease, became the Company's new cost basis in such investments.
Investments in policy loans and other invested assets after January 4, 1996 are
carried at cost. Other invested assets also include equity securities, not
related to real estate-related investments, which are carried at fair value.
 
     Realized gains or losses on sales of investments, determined on the basis
of identifiable cost on the disposition of the respective investment,
recognition of other-than-temporary declines in value and changes in real
estate-related reserves and write-downs are included in revenue. Net unrealized
gains or losses on revaluation of
 
                                      43
<PAGE>   51
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

investments are credited or charged to stockholder's equity. Such unrealized
gains are recorded net of deferred income tax expense, while unrealized losses
are not tax benefitted.
 
SEPARATE ACCOUNT BUSINESS
 
     The assets and liabilities of the separate accounts represent segregated
funds administered and invested by the Company for purposes of funding variable
annuity and variable life insurance contracts for the exclusive benefit of
variable annuity and variable life insurance contract holders. The Company
receives administrative fees from the separate account and retains varying
amounts of withdrawal charges to cover expenses in the event of early
withdrawals by contract holders. The assets and liabilities of the separate
accounts are carried at fair value.
 
INCOME TAX
 
     The operations of the Company prior to January 4, 1996 have been included
in the consolidated Federal income tax return of Kemper. Income taxes receivable
or payable have been determined on a separate return basis, and payments have
been received from or remitted to Kemper pursuant to a tax allocation
arrangement between Kemper and its subsidiaries, including the Company. The
Company generally had received a tax benefit for losses to the extent such
losses can be utilized in Kemper's consolidated Federal tax return. Subsequent
to January 4, 1996, the Company and its subsidiaries will file separate Federal
income tax returns.
 
     Deferred taxes are provided on the temporary differences between the tax
and financial statement basis of assets and liabilities.
 
(2) CASH FLOW INFORMATION
 
     The Company defines cash as cash in banks and money market accounts.
Federal income tax refunded by Kemper under the tax allocation arrangement for
the period from January 1, 1996 to January 4, 1996 and for the years ended
December 31, 1995 and 1994 amounted to $108.8 million, $25.2 million and $10.7
million, respectively. The Company paid $28.1 million of Federal income taxes
directly to the United States Treasury Department during 1996.
 
     Not reflected in the statement of cash flows are rollovers of mortgage
loans, other loans and investments totaling approximately $57.0 million in 1994.
 
                                      44
<PAGE>   52
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(3) INVESTED ASSETS AND RELATED INCOME
 
     The Company is carrying its fixed maturity investment portfolio at
estimated fair value as fixed maturities are considered available for sale. The
carrying value (estimated fair value) of fixed maturities compared with
amortized cost, adjusted for other-than-temporary declines in value, were as
follows:
 
<TABLE>
<CAPTION>
                                                                                   ESTIMATED UNREALIZED
                                                          CARRYING    AMORTIZED    ---------------------
                                                           VALUE         COST       GAINS       LOSSES
                    (in thousands)                        --------    ---------     -----       ------
<S>                                                      <C>          <C>          <C>        <C>
DECEMBER 31, 1996
U.S. treasury securities and obligations of U.S.
  government agencies and authorities..................  $   92,238   $   93,202     $   --     $   (964)
Obligations of states and political subdivisions,
  special revenue and nonguaranteed....................      30,853       31,519         --         (666)
Debt securities issued by foreign governments..........     105,394      108,456        504       (3,566)
Corporate securities...................................   1,896,615    1,935,511      5,918      (44,814)
Mortgage and asset-backed securities...................   1,741,331    1,760,962      1,990      (21,621)
                                                         ----------   ----------     ------     --------
       Total fixed maturities..........................  $3,866,431   $3,929,650     $8,412     $(71,631)
                                                         ==========   ==========     ======     ========
 
JANUARY 4, 1996
U.S. treasury securities and obligations of U.S.
  government agencies and authorities..................  $  215,637   $  215,637     $   --     $     --
Obligations of states and political subdivisions,
  special revenue and nonguaranteed....................      24,241       24,241         --           --
Debt securities issued by foreign governments..........     139,361      139,361         --           --
Corporate securities...................................   1,695,268    1,695,268         --           --
Mortgage and asset-backed securities...................   1,674,816    1,674,816         --           --
                                                         ----------   ----------     ------     --------
       Total fixed maturities..........................  $3,749,323   $3,749,323     $   --     $     --
                                                         ==========   ==========     ======     ========
</TABLE>
 
     Upon default or indication of potential default by an issuer of fixed
maturity securities, the Company-owned issue(s) of such issuer would be placed
on nonaccrual status and, since declines in fair value would no longer be
considered by the Company to be temporary, would be analyzed for possible
write-down. Any such issue would be written down to its net realizable value
during the fiscal quarter in which the impairment was determined to have become
other than temporary. Thereafter, each issue on nonaccrual status is regularly
reviewed, and additional write-downs may be taken in light of later
developments.
 
     The Company's computation of net realizable value involves judgments and
estimates, so such value should be used with care. Such value determination
considers such factors as the existence and value of any collateral security;
the capital structure of the issuer; the level of actual and expected market
interest rates; where the issue ranks in comparison with other debt of the
issuer; the economic and competitive environment of the issuer and its business;
the Company's view on the likelihood of success of any proposed issuer
restructuring plan; and the timing, type and amount of any restructured
securities that the Company anticipates it will receive.
 
     The Company's $267.7 million real estate portfolio at December 31, 1996
consists of joint venture and third-party mortgage loans and other real
estate-related investments.
 
     At December 31, 1996 and January 4, 1996, total impaired loans were as
follows:
 
<TABLE>
<CAPTION>
                                                                DECEMBER 31     JANUARY 4
                                                                    1996           1996
                       (in millions)                            -----------     ---------
<S>                                                             <C>             <C>
Impaired loans without reserves--gross......................       $39.8          $--
Impaired loans with reserves--gross.........................         7.6           21.9
                                                                   -----          -----
       Total gross impaired loans...........................        47.4           21.9
Reserves related to impaired loans..........................        (4.4)          (6.5)
                                                                   -----          -----
       Net impaired loans...................................       $43.0          $15.4
                                                                   =====          =====
</TABLE>
 
                                      45
<PAGE>   53
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(3) INVESTED ASSETS AND RELATED INCOME (CONTINUED)

     Impaired loans without reserves include loans in which the deficit in
equity investments in real estate-related investments is considered in
determining reserves and write-downs. At December 31, 1996, the Company's
deficit in equity investments considered in determining reserves and write-downs
amounted to $5.9 million. The Company had an average balance of $30.8 million
and $124.2 million in impaired loans for 1996 and 1995, respectively. Cash
payments received on impaired loans are generally applied to reduce the
outstanding loan balance.
 
     At December 31, 1996 and January 4, 1996, loans on nonaccrual status
amounted to $43.5 million and $3.5 million, respectively. The Company's
nonaccrual loans are generally included in impaired loans.
 
     At December 31, 1996, securities carried at approximately $6.1 million were
on deposit with governmental agencies as required by law.
 
     At December 31, 1996, the Company had six separate asset-backed securities
included in fixed maturity investments from trusts formed to securitize assets
underwritten by Green Tree Financial Corporation, which in aggregate amounted to
$90.7 million. No other investments exceeded ten percent of the Company's
stockholder's equity at December 31, 1996.
 
     Proceeds from sales of investments in fixed maturities prior to maturity
were $892.0 million, $297.6 million and $910.9 million during 1996, 1995 and
1994, respectively. Gross gains of $9.9 million, $21.2 million and $6.0 million
and gross losses of $16.2 million, $11.9 million and $55.9 million were realized
on sales of fixed maturities in 1996, 1995 and 1994, respectively.
 
     The following table sets forth the maturity aging schedule of fixed
maturity investments at December 31, 1996:
 
<TABLE>
<CAPTION>
                                                                 CARRYING     AMORTIZED
                                                                  VALUE       COST VALUE
                       (in thousands)                            --------     ----------
<S>                                                             <C>           <C>
One year or less............................................    $   36,814    $   36,862
Over one year through five..................................       643,741       648,811
Over five years through ten.................................     1,170,034     1,200,620
Over ten years..............................................       274,511       282,395
Securities not due at a single maturity date(1).............     1,741,331     1,760,962
                                                                ----------    ----------
       Total fixed maturities...............................    $3,866,431    $3,929,650
                                                                ==========    ==========
</TABLE>
 
- ---------------
(1) Weighted average maturity of 4.6 years.
 
     The sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
                                                                                   PREACQUISITION
                                                                               -----------------------
                                                                  1996           1995           1994
                       (in thousands)                           --------       --------       --------
<S>                                                             <C>            <C>            <C>
Interest and dividends on fixed maturities..................    $250,683       $269,934       $274,231
Dividends on equity securities..............................         646            681          1,751
Income from short-term investments..........................       9,130         13,159         10,668
Income from mortgage loans..................................      20,257         40,494         41,713
Income from policy loans....................................      20,700         19,658         18,517
Income from other real estate-related investments...........       4,917         15,565         21,239
Income from other loans and investments.....................       2,480          1,555          3,533
                                                                --------       --------       --------
       Total investment income..............................     308,813        361,046        371,652
Investment expense..........................................      (9,125)       (12,598)       (18,568)
                                                                --------       --------       --------
       Net investment income................................    $299,688       $348,448       $353,084
                                                                ========       ========       ========
</TABLE>
 
                                      46
<PAGE>   54
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(3) INVESTED ASSETS AND RELATED INCOME (CONTINUED)

     Realized gains (losses) for the years ended December 31, 1996, 1995 and
1994, were as follows:
 
<TABLE>
<CAPTION>
                                                                         REALIZED GAINS (LOSSES)
                                                                ------------------------------------------
                                                                                      PREACQUISITION
                                                                                --------------------------
                                                                 1996             1995              1994
                       (in thousands)                           -------         ---------         --------
<S>                                                             <C>             <C>               <C>
Real estate-related.........................................    $17,462         $(325,611)        $(41,720)
Fixed maturities............................................     (6,344)            9,336          (49,857)
Equity securities...........................................      --                 (346)          28,243
Other.......................................................      2,484            (2,079)           8,777
                                                                -------         ---------         --------
  Realized investment gains (losses) before income tax
     expense (benefit)......................................     13,602          (318,700)         (54,557)
Income tax expense (benefit)................................      4,761          (111,545)         (19,095)
                                                                -------         ---------         --------
  Net realized investment gains (losses)....................    $ 8,841         $(207,155)        $(35,462)
                                                                =======         =========         ========
</TABLE>
 
     Unrealized gains (losses) are computed below as follows: fixed
maturities--the difference between fair value and amortized cost, adjusted for
other-than-temporary declines in value; equity securities and other--the
difference between fair value and cost. The change in unrealized investment
gains (losses) by class of investment for the years ended December 31, 1996,
1995 and 1994 were as follows:
 
<TABLE>
<CAPTION>
                                                           CHANGE IN UNREALIZED GAINS (LOSSES)
                                                     ------------------------------------------------
                                                                                    PREACQUISITION
                                                                                 --------------------
                                                                                     DECEMBER 31
                                                     DECEMBER 31    JANUARY 4    --------------------
                                                         1996          1996        1995       1994
                  (in thousands)                     ------------   ----------   --------   ---------
<S>                                                  <C>            <C>          <C>        <C>
Fixed maturities...................................    $(63,219)       $--       $351,964   $(351,646)
Equity securities..................................       1,256         --            180     (32,710)
Adjustment to deferred insurance acquisition
  costs............................................       1,307         --        (14,277)     11,325
Adjustment to value of business acquired...........      20,947         --          --         --
                                                       --------        ---       --------   ---------
  Unrealized gain (loss) before income tax expense
     (benefit).....................................     (39,709)        --        337,867    (373,031)
Income tax expense (benefit).......................       7,789         --         32,922     (43,492)
                                                       --------        ---       --------   ---------
       Net unrealized gain (loss) on investments...    $(47,498)       $--       $304,945   $(329,539)
                                                       ========        ===       ========   =========
</TABLE>
 
(4) UNCONSOLIDATED INVESTEES
 
     At December 31, 1996, the Company, along with other Kemper subsidiaries,
directly held partnership interests in a number of real estate joint ventures.
The Company's direct and indirect real estate joint venture investments are
accounted for utilizing the equity method, with the Company recording its share
of the operating results of the respective partnerships. The Company, as an
equity owner, has the ability to fund, and historically has elected to fund,
operating requirements of certain of the joint ventures. Consolidation
accounting methods are not utilized as the Company, in most instances, does not
own more than 50 percent in the aggregate, and in any event, major decisions of
the partnership must be made jointly by all partners.
 
     As of December 31, 1996 and January 4, 1996, the Company's net equity
investment in unconsolidated investees amounted to $11.7 million and $11.4
million, respectively. The Company's share of net income related to such
unconsolidated investees amounted to $223 thousand for the year ended December
31, 1996, compared with net losses of $453 thousand, and $6.3 million for the
years ended December 31, 1995 and 1994, respectively.
 
     Also at January 4, 1996, the Company had joint venture-related loans
totaling $21.8 million before reserves to partnerships in which Lumbermens
Mutual Casualty Company, an affiliate until August 1993 ("Lumbermens"), had
equity interests. These joint venture-related loans were sold during 1996.
 
                                      47
<PAGE>   55
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(5) CONCENTRATION OF CREDIT AND INTEREST RATE RISK
 
     The Company generally strives to maintain a diversified invested asset
portfolio; however, certain concentrations of risk exist in the Company's
ownership of mortgage-backed and asset-backed securities and real estate.
 
     Approximately 36.4 percent of the Company's investment-grade fixed
maturities at December 31, 1996 were mortgage-backed securities, down from 45.7
percent at January 4, 1996, due to sales and paydowns during 1996. These
investments had an average yield of 6.83 percent during 1996 and consisted
primarily of marketable mortgage pass-through securities issued by the
Government National Mortgage Association, the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation and other
investment-grade securities collateralized by mortgage pass-through securities
issued by these entities. The Company has not made any investments in
interest-only or other similarly volatile tranches of mortgage-backed
securities. The Company's mortgage-backed investments are generally of AAA
credit quality, and the markets for these investments have been and are expected
to remain liquid. The Company plans to continue to reduce its holding of such
investments over time.
 
     As a result of purchases during 1996, approximately 8.8 percent of the
Company's investment-grade fixed maturities at December 31, 1996 consisted of
corporate asset-backed securities. The majority of the Company's investments in
asset-backed securities were backed by manufactured housing loans, auto loans
and home equity loans.
 
     Investment income was lower in 1996, compared with both 1995 and 1994,
primarily reflecting purchase accounting adjustments related to the amortization
of premiums on fixed maturity investments. Under purchase accounting, the market
value of the Company's fixed maturity investments as of January 4, 1996 became
the Company's new cost basis in such investments. The difference between the new
cost basis and original par is then amortized against investment income over the
remaining effective lives of the fixed maturity investments. As a result of the
interest rate environment as of January 4, 1996, the market value of the
Company's fixed maturity investments was approximately $133.9 million greater
than original par. The amortization of such premiums reduced investment income
by approximately $22.7 million in 1996, compared with 1995 and 1994.
 
     Future investment income from mortgage-backed securities and other
asset-backed securities may be affected by the timing of principal payments and
the yields on reinvestment alternatives available at the time of such payments.
As a result of purchase accounting adjustments to fixed maturities, most of the
Company's mortgage-backed securities are carried at a premium over par.
Prepayment activity resulting from a decline in interest rates on such
securities purchased at a premium would accelerate the amortization of the
premiums which would result in reductions of investment income related to such
securities. At December 31, 1996, the Company had unamortized premiums and
discounts of $24.7 million and $5.7 million, respectively, related to
mortgage-backed and asset-backed securities. The Company believes that as a
result of the purchase accounting adjustments and the current interest rate
environment, anticipated prepayment activity is expected to result in reductions
to future investment income similar to those reductions experienced by the
Company in 1996.
 
     The Company's real estate portfolio is distributed by geographic location
and property type, as shown in the following two tables:
 
GEOGRAPHIC DISTRIBUTION AS OF DECEMBER 31, 1996
<TABLE>
<S>                                 <C>
California........................   35.2%
Illinois..........................   13.5
Hawaii............................   11.0
Colorado..........................    7.9
Oregon............................    7.6
Washington........................    7.4
Florida...........................    5.4
Texas.............................    4.2
Ohio..............................    2.7
Other states......................    5.1
                                    -----
          Total...................  100.0%
                                    =====
</TABLE>
 
DISTRIBUTION BY PROPERTY TYPE AS OF DECEMBER 31, 1996
<TABLE>
<S>                                 <C>
Hotel.............................   38.8%
Land..............................   24.4
Office............................   14.1
Residential.......................    9.1
Retail............................    2.6
Industrial........................    1.0
Other.............................   10.0
                                    -----
          Total...................  100.0%
                                    =====
</TABLE>
                                       48
<PAGE>   56
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
     Real estate markets have been depressed in recent periods in areas where
most of the Company's real estate portfolio is located. Portions of California's
and Hawaii's real estate market conditions have continued to be worse than in
many other areas of the country. Real estate markets in northern California and
Illinois continue to show some stabilization and improvement.
 
     Undeveloped land represented approximately 24.4 percent of the Company's
real estate portfolio at December 31, 1996. To maximize the value of certain
land and other projects, additional development has been proceeding or has been
planned. Such development of existing projects would continue to require
funding, either from the Company or third parties. In the present real estate
markets, third-party financing can require credit enhancing arrangements (e.g.,
standby financing arrangements and loan commitments) from the Company. The
values of development projects are dependent on a number of factors, including
Kemper's and the Company's plans with respect thereto, obtaining necessary
construction and zoning permits and market demand for the permitted use of the
property. The values of certain development projects have been written down as
of December 31, 1995, reflecting changes in plans in connection with the
Zurich-led acquisition of Kemper. There can be no assurance that such permits
will be obtained as planned or at all, nor that such expenditures will occur as
scheduled, nor that Kemper's and the Company's plans with respect to such
projects may not change substantially.
 
     Approximately half of the Company's real estate loans are on properties or
projects where the Company, Kemper, or their affiliates have taken ownership
positions in joint ventures with a small number of partners. (See note captioned
"Unconsolidated Investees".)
 
     At December 31, 1996, loans to and investments in joint ventures in which
Patrick M. Nesbitt or his affiliates ("Nesbitt"), have interests constituted
approximately $101.3 million, or 37.8 percent, of the Company's real estate
portfolio. The Nesbitt ventures primarily consist of eleven hotel properties. At
December 31, 1996, the Company did not have any Nesbitt-related
off-balance-sheet legal funding commitments outstanding.
 
     At December 31, 1996, loans to and investments in a master limited
partnership (the "MLP") between subsidiaries of Kemper and subsidiaries of
Lumbermens, constituted approximately $53.0 million, or 19.8 percent, of the
Company's real estate portfolio. The Company's interest in the MLP is a less
than one percent limited partnership interest and Kemper's interest is 75
percent at December 31, 1996. At December 31, 1996, MLP-related commitments
accounted for approximately $9.4 million of the Company's off-balance-sheet
legal commitments, which the Company expects to fund.
 
     At December 31, 1996, the Company's loans to and investments in projects
with the Prime Group, Inc. or its affiliates totaled approximately $(5.3)
million. Negative amounts represent the Company's share of project related
operating losses in excess of the Company's investment. Prime Group-related
commitments, however, accounted for $145.2 million of the off-balance-sheet
legal commitments at December 31, 1996, of which the Company expects to fund
$15.9 million.
 
(6) INCOME TAXES
 
     Income tax expense (benefit) was as follows for the years ended December
31, 1996, 1995 and 1994:
 
<TABLE>
<CAPTION>
                                                                              PREACQUISITION
                                                                          ----------------------
                                                              1996          1995          1994
                      (in thousands)                         -------      ---------      -------
<S>                                                          <C>          <C>            <C>
Current....................................................  $26,300      $(113,087)     $(6,898)
Deferred...................................................     (897)        38,423       21,329
                                                             -------      ---------      -------
          Total............................................  $25,403      $ (74,664)     $14,431
                                                             =======      =========      =======
</TABLE>
 
     Included in the 1995 current tax benefit is the recognition of a net
operating loss carryover at December 31, 1995 which was utilized against taxable
income on Kemper's consolidated short-period Federal income tax return for the
January 1 through January 4, 1996 tax year. Beginning January 5, 1996, the
Company and its subsidiaries will each file a stand alone Federal income tax
return. Previously, the Company had filed a consolidated Federal income tax
return with Kemper. In 1996, the Company and Kemper settled all outstanding
balances under the tax allocation agreement.
 
                                       49
<PAGE>   57
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(6) INCOME TAXES (CONTINUED)
     The actual income tax expense (benefit) for 1996, 1995 and 1994 differed
from the "expected" tax expense (benefit) for those years as displayed below.
"Expected" tax expense (benefit) was computed by applying the U.S. Federal
corporate tax rate of 35 percent in 1996, 1995, and 1994 to income (loss) before
income tax expense (benefit).
 
<TABLE>
<CAPTION>
                                                                              Preacquisition
                                                                           ---------------------
                                                               1996          1995         1994
                       (in thousands)                         -------      --------      -------
<S>                                                           <C>          <C>           <C>
Computed expected tax expense (benefit).....................  $20,938      $(72,700)     $14,277
Difference between "expected" and actual tax expense
  (benefit):
  State taxes...............................................      913        (1,370)         645
  Amortization of goodwill..................................    3,568         --           --
  Foreign tax credit........................................    --             (183)        (155)
  Other, net................................................      (16)         (411)        (336)
                                                              -------      --------      -------
          Total actual tax expense (benefit)................  $25,403      $(74,664)     $14,431
                                                              =======      ========      =======
</TABLE>
 
     Deferred tax assets and liabilities are generally determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company only records deferred tax
assets if future realization of the tax benefit is more likely than not, with a
valuation allowance recorded for the portion that is not likely to be realized.
 
     The Company has established a valuation allowance to reduce the deferred
Federal tax asset related to real estate and other investments to the amount
that, based upon available evidence, is, in management's judgment, more likely
than not to be realized. Any reversals of the valuation allowance are contingent
upon the recognition of future capital gains in the Company's Federal income tax
return or a change in circumstances which causes the recognition of the benefits
to become more likely than not. The change in the valuation allowance is related
solely to the change in the net deferred Federal tax asset or liability from
unrealized gains or losses on investments.
 
                                       50
<PAGE>   58
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(6) INCOME TAXES (CONTINUED)
     The tax effects of temporary differences that give rise to significant
portions of the Company's net deferred Federal tax liability were as follows:
 
<TABLE>
<CAPTION>
                                                                                Preacquisition
                                                                             ---------------------
                                                                                  December 31
                                                 December 31    January 4    ---------------------
                                                    1996          1996         1995         1994
                (in thousands)                   -----------    ---------    ---------    --------
<S>                                              <C>            <C>          <C>          <C>
Deferred Federal tax assets:
  Unrealized losses on investments.............   $ 16,624      $  --        $      --    $ 85,331
  Life policy reserves.........................     46,452        46,654        42,512      51,519
  Real estate-related..........................     20,642        27,736        21,920      39,360
  Other investment-related.....................      5,409         1,773         1,725       7,435
  Other........................................      8,159         9,750         6,864       6,415
                                                  --------      --------     ---------    --------
     Total deferred Federal tax assets.........     97,286        85,913        73,021     190,060
  Valuation allowance..........................    (31,825)      (15,201)      (15,201)   (100,532)
                                                  --------      --------     ---------    --------
     Total deferred Federal tax assets after
       valuation allowance.....................     65,461        70,712        57,820      89,528
                                                  --------      --------     ---------    --------
Deferred Federal tax liabilities:
  Deferred insurance acquisition costs.........      9,384         --          111,523     108,663
  Value of business acquired...................     66,373        66,578        --           --
  Other investment-related.....................     28,855        37,919        --           --
  Unrealized gains on investments..............     --             --           37,919       --
  Depreciation and amortization................     15,473        15,490        18,767      18,878
  Other........................................      5,738         4,197         2,320       3,351
                                                  --------      --------     ---------    --------
     Total deferred Federal tax liabilities....    125,823       124,184       170,529     130,892
                                                  --------      --------     ---------    --------
Net deferred Federal tax liabilities...........   $(60,362)     $(53,472)    $(112,709)   $(41,364)
                                                  ========      ========     =========    ========
</TABLE>
 
     The valuation allowance is subject to future adjustments based on, among
other items, the Company's estimates of future operating earnings and capital
gains.
 
     The tax returns through the year 1986 have been examined by the Internal
Revenue Service ("IRS"). Changes proposed are not material to the Company's
financial position. The tax returns for the years 1987 through 1993 are
currently under examination by the IRS.
 
(7) RELATED-PARTY TRANSACTIONS
 
     The Company received cash capital contributions of $18.4 million and $82.5
million during 1996 and 1994, respectively.
 
     The Company has loans to joint ventures, consisting primarily of mortgage
loans on real estate, in which the Company and/or one of its affiliates has an
ownership interest. At December 31, 1996 and January 4, 1996, joint venture
mortgage loans totaled $111.0 million and $110.2 million, respectively, and
during 1996, 1995 and 1994, the Company earned interest income on these joint
venture loans of $9.5 million, $19.6 million and $22.0 million, respectively.
 
     All of the Company's personnel are employees of Federal Kemper Life
Assurance Company ("FKLA"), an affiliated company. The Company is allocated
expenses for the utilization of FKLA employees and facilities, the investment
management services of Zurich Kemper Investments, Inc. ("ZKI"), an affiliated
company, and the information systems of Kemper Service Company ("KSvC"), a ZKI
subsidiary, based on the Company's share of administrative, legal, marketing,
investment management, information systems and operation and support services.
During 1996, 1995 and 1994, expenses allocated to the Company from ZKI and KSvC
amounted to $1.7 million, $4.4 million and $6.5 million, respectively. The
Company also paid to ZKI investment management fees of $3.6 million, $3.4
million and $6.0 million during 1996, 1995 and 1994, respectively. In addition,
expenses
 
                                       51
<PAGE>   59
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(7) RELATED-PARTY TRANSACTIONS (CONTINUED)

allocated to the Company from FKLA during 1996, 1995 and 1994 amounted to $10.5
million, $14.3 million and $11.1 million, respectively.
 
     During 1995 and 1994, the Company sold certain mortgages and real
estate-related investments, net of reserves, amounting to approximately $3.5
million and $154.0 million, respectively, to an affiliated non-life realty
company, in exchange for cash. No gain or loss was recognized on these sales.
During 1996, the Company purchased approximately $24.5 million of real
estate-related investments from such affiliated non-life realty subsidiaries for
cash. The Company also paid to Kemper real estate subsidiaries $1.8 million in
both 1996 and 1995, related to the management of the Company's real estate
portfolio.
 
(8) REINSURANCE
 
     In the ordinary course of business, the Company enters into reinsurance
agreements to diversify risk and limit its overall financial exposure to certain
blocks of fixed-rate annuities and to individual death claims. The Company
generally cedes 100 percent of the related annuity liabilities under the terms
of the reinsurance agreements. Although these reinsurance agreements
contractually obligate the reinsurers to reimburse the Company, they do not
discharge the Company from its primary liabilities and obligations to
policyholders. As such, these amounts paid or deemed to have been paid are
recorded on the Company's consolidated balance sheet as reinsurance recoverables
and ceded future policy benefits.
 
     In 1992 and 1991, the Company entered into 100 percent indemnity
reinsurance agreements ceding $515.7 million and $416.3 million, respectively,
of its fixed-rate annuity liabilities to FLA. FLA is a mutual insurance company
that shares common management and common board members with the Company, FKLA
and Kemper. As of December 31, 1996 and January 4, 1996, the reinsurance
recoverable related to the fixed-rate annuity liabilities ceded to FLA amounted
to $427.0 million and $502.8 million, respectively. During 1995, the Company
recorded income of $4.4 million related to a ceding commission experience
adjustment from the 1992 reinsurance agreement.
 
     In December 1996, the Company assumed on a yearly renewable term basis
approximately $14.4 billion (face amount) of term life insurance from FKLA. As a
result of this transaction, the Company recorded premiums and reserves of
approximately $7.3 million. The difference between the cash transferred, which
represents the statutory reserves of the business assumed, and the reserves
recorded under generally accepted accounting principles, of approximately $18.4
million, was deemed to be a capital contribution from Kemper and was recorded as
additional paid-in-capital during 1996.
 
     The Company's retention limit on term life insurance is $300 thousand (face
amount) on the life of any one individual with the excess amounts ceded to
outside reinsurers. The term life insurance business assumed from FKLA during
1996 did not have any individual contracts greater than $300 thousand in face
amount. Reserves ceded to outside reinsurers on the Company's direct business
amounted to approximately $94 thousand as of December 31, 1996.
 
(9) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
 
     FKLA sponsors a welfare plan that provides medical and life insurance
benefits to its retired and active employees and the Company is allocated a
portion of the costs of providing such benefits. The Company is self insured
with respect to medical benefits, and the plan is not funded except with respect
to certain disability-related medical claims. The medical plan provides for
medical insurance benefits at retirement, with eligibility based upon age and
the participant's number of years of participation attained at retirement. The
plan is contributory for pre-Medicare retirees, and will be contributory for all
retiree coverage for most current employees, with contributions generally
adjusted annually. Postretirement life insurance benefits are noncontributory
and are limited to $10,000 per participant.
 
     The allocated accumulated postretirement benefit obligation accrued by the
Company amounted to $1.7 million and $687 thousand at December 31, 1996 and
January 4, 1996, respectively.
 
     The discount rate used in determining the allocated postretirement benefit
obligation was 7.75 percent and 7.25 percent for 1996 and 1995, respectively.
The assumed health care trend rate used was based on projected
 
                                       52
<PAGE>   60
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(9) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)

experience for 1996 and 1997, 10 percent in 1998, gradually declining to 5.0
percent by the year 2001 and remaining at that level thereafter.
 
     A one percentage point increase in the assumed health care cost trend rate
for each year would increase the accumulated postretirement benefit obligation
as of December 31, 1996 and January 4, 1996 by $56 thousand and $146 thousand,
respectively.
 
     During 1995, the Company adopted certain severance-related policies to
provide benefits, generally limited in time, to former or inactive employees
after employment but before retirement. The effect of adopting these policies
was immaterial.
 
(10) COMMITMENTS AND CONTINGENT LIABILITIES
 
     The Company is involved in various legal actions for which it establishes
liabilities where appropriate. In the opinion of the Company's management, based
upon the advice of legal counsel, the resolution of such litigation is not
expected to have a material adverse effect on the consolidated financial
statements.
 
     Although none of the Company or its joint venture projects have been
identified as a "potentially responsible party" under Federal environmental
guidelines, inherent in the ownership of or lending to real estate projects is
the possibility that environmental pollution conditions may exist on or near or
relate to properties owned or previously owned on properties securing loans.
Where the Company has presently identified remediation costs, they have been
taken into account in determining the cash flows and resulting valuations of the
related real estate assets. Based on the Company's receipt and review of
environmental reports on most of the projects in which it is involved, the
Company believes its environmental exposure would be immaterial to its
consolidated results of operations. However, the Company may be required in the
future to take actions to remedy environmental exposures, and there can be no
assurance that material environmental exposures will not develop or be
identified in the future. The amount of future environmental costs is impossible
to estimate due to, among other factors, the unknown magnitude of possible
exposures, the unknown timing and extent of corrective actions that may be
required, the determination of the Company's liability in proportion to others
and the extent such costs may be covered by insurance or various environmental
indemnification agreements.
 
     See the note captioned "Financial Instruments--Off-Balance-Sheet Risk"
below for the discussion regarding the Company's loan commitments and standby
financing agreements.
 
     The Company is liable for guaranty fund assessments related to certain
unaffiliated insurance companies that have become insolvent during the years
1996 and prior. The Company's financial statements include provisions for all
known assessments that are expected to be levied against the Company as well as
an estimate of amounts (net of estimated future premium tax recoveries) that the
Company believes it will be assessed in the future for which the life insurance
industry has estimated the cost to cover losses to policyholders. The Company is
also contingently liable for any future guaranty fund assessments related to
insolvencies of unaffiliated insurance companies, for which the life insurance
industry has been unable to estimate the cost to cover losses to policyholders.
No specific amount can be reasonably estimated for such insolvencies as of
December 31, 1996.
 
(11) FINANCIAL INSTRUMENTS--OFF-BALANCE-SHEET RISK
 
     At December 31, 1996, the Company had future legal loan commitments and
stand-by financing agreements totaling $197.4 million to support the financing
needs of various real estate investments. To the extent these arrangements are
called upon, amounts loaned would be secured by assets of the joint ventures,
including first mortgage liens on the real estate. The Company's criteria in
making these arrangements are the same as for its mortgage loans and other real
estate investments. The Company presently expects to fund approximately $39.6
million of these arrangements. These commitments are included in the Company's
analysis of real estate-related reserves and write-downs. The fair values of
loan commitments and standby financing agreements are estimated in conjunction
with and using the same methodology as the fair value estimates of mortgage
loans and other real estate-related investments.
 
                                       53
<PAGE>   61
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(12) DERIVATIVE FINANCIAL INSTRUMENTS
 
     The Company was party to derivative financial instruments in the normal
course of business for other than trading purposes to hedge exposures in foreign
currency fluctuations related to certain foreign fixed maturity securities held
by the Company. The Company sold its interest in such securities during 1996.
The following table summarizes various information regarding these derivative
financial instruments as of January 4, 1996:
 
<TABLE>
<CAPTION>
                                                                                                              WEIGHTED
                       (IN THOUSANDS)                                                             WEIGHTED     AVERAGE
                                                                                                  AVERAGE     REPRICING
                                                              NOTIONAL   CARRYING   ESTIMATED     YEARS TO    FREQUENCY
                      JANUARY 4, 1996                          AMOUNT     VALUE     FAIR VALUE   EXPIRATION    (DAYS)
                      ---------------                         --------   --------   ----------   ----------   ---------
<S>                                                           <C>        <C>        <C>          <C>          <C>
Non-trading foreign exchange forward options................  $43,754      $112        $112         .32          30
</TABLE>
 
     The Company's hedges relating to foreign currency exposure were implemented
using forward contracts on foreign currencies. These are generally
short-duration contracts with U.S. money-center banks. The Company records
realized and unrealized gains and losses on such investments in net income on a
current basis. The amounts of gain (loss) included in net income during 1996,
1995 and 1994 totaled $227 thousand, $(1.0) million and $6.4 million,
respectively.
 
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS
 
     Fair value estimates are made at specific points in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's entire holdings of a particular financial
instrument. A significant portion of the Company's financial instruments are
carried at fair value. (See note captioned "Invested Assets and Related
Income".) Fair value estimates for financial instruments not carried at fair
value are generally determined using discounted cash flow models and assumptions
that are based on judgments regarding current and future economic conditions and
the risk characteristics of the investments. Although fair value estimates are
calculated using assumptions that management believes are appropriate, changes
in assumptions could significantly affect the estimates and such estimates
should be used with care.
 
     Fair value estimates are determined for existing on- and off-balance sheet
financial instruments without attempting to estimate the value of anticipated
future business and the value of assets and certain liabilities that are not
considered financial instruments. Accordingly, the aggregate fair value
estimates presented do not represent the underlying value of the Company. For
example, the Company's subsidiaries are not considered financial instruments,
and their value has not been incorporated into the fair value estimates. In
addition, tax ramifications related to the realization of unrealized gains and
losses can have a significant effect on fair value estimates and have not been
considered in any of the estimates.
 
     The following methods and assumptions were used by the Company in
estimating the fair value of its financial instruments:
 
     Fixed maturities and equity securities: Fair values for fixed maturity
securities and for equity securities were determined by using market quotations,
or independent pricing services that use prices provided by market makers or
estimates of fair values obtained from yield data relating to instruments or
securities with similar characteristics, or fair value as determined in good
faith by the Company's portfolio manager, ZKI.
 
     Cash and short-term investments: The carrying amounts reported in the
consolidated balance sheet for these instruments approximate fair values.
 
     Mortgage loans and other real estate-related investments: Fair values for
mortgage loans and other real estate-related investments were estimated based
upon the investments observable market price, net of estimated costs to sell.
The estimates of fair value should be used with care given the inherent
difficulty of estimating the fair value of real estate due to the lack of a
liquid quotable market.
 
     Other loans and investments: The carrying amounts reported in the
consolidated balance sheet for these instruments approximate fair values. The
fair values of policy loans were estimated by discounting the expected future
cash flows using an interest rate charged on policy loans for similar policies
currently being issued.
 
     Life policy benefits: Fair values of the life policy benefits regarding
investment contracts (primarily deferred annuities) and universal life contracts
were estimated by discounting gross benefit payments, net of contractual
premiums, using the average crediting rate currently being offered in the
marketplace for similar contracts with
 
                                       54
<PAGE>   62
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
maturities consistent with those remaining for the contracts being valued. The
Company had projected its future average crediting rate in 1996 to be 4.75
percent, while the assumed average market crediting rate was 5.8 percent in
1996.
 
     The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1996 and January 4, 1996 were as follows:
 
<TABLE>
<CAPTION>
                                                       December 31, 1996              January 4, 1996
                                                    ------------------------      ------------------------
                                                     Carrying        Fair          Carrying        Fair
                                                      Value         Value           Value         Value
                 (in thousands)                     ----------    ----------      ----------    ----------
<S>                                                 <C>           <C>             <C>           <C>
Financial instruments recorded as assets:
  Fixed maturities(1)...........................    $3,866,431    $3,866,431      $3,749,323    $3,749,323
  Cash and short-term investments...............        74,472        74,472         398,326       398,326
  Mortgage loans and other real estate-related
     assets.....................................       267,713       267,713         288,940       288,940
  Policy loans..................................       288,302       288,302         289,390       289,390
  Other invested assets.........................        23,507        23,507          19,215        19,215
Financial instruments recorded as liabilities:
  Life policy benefits..........................     4,249,264     4,101,588       4,585,148     4,585,148
</TABLE>
 
- ---------------
(1) Includes $112 thousand carrying value and fair value for January 4, 1996, of
    derivative securities used to hedge the foreign currency exposure on certain
    specific foreign fixed maturity investments.
 
(14) STOCKHOLDER'S EQUITY--RETAINED EARNINGS
 
     The maximum amount of dividends which can be paid by insurance companies
domiciled in the State of Illinois to shareholders without prior approval of
regulatory authorities is restricted. The maximum amount of dividends which can
be paid by the Company without prior approval in 1997 is $40.9 million. The
Company paid no cash dividends in 1996, 1995 or 1994.
 
     The Company's net income (loss) and stockholder's equity as determined in
accordance with statutory accounting principles were as follows:
 
<TABLE>
<CAPTION>
                                                                  1996          1995          1994
                       (in thousands)                           --------      --------      --------
<S>                                                             <C>           <C>           <C>
Net income (loss)...........................................    $ 37,287      $(64,707)     $ 44,491
                                                                ========      ========      ========
Statutory surplus...........................................    $411,837      $383,374      $416,243
                                                                ========      ========      ========
</TABLE>
 
                                       55
<PAGE>   63





                                  APPENDIX A

                        ILLUSTRATIONS OF CASH VALUES,
                              SURRENDER VALUES,
                                DEATH BENEFITS

     The tables in this Prospectus have been prepared to help show how values
under Individual and Survivorship Policies change with investment experience.
The tables illustrate how Cash Values, Surrender Values, and Death Benefits
under a Policy issued on an Insured or Insureds of given ages would vary over
time if the hypothetical gross investment rates of return were a uniform, after
tax, annual rate of 0%, 6%, and 12%.  If the hypothetical gross investment rate
of return averages 0%, 6%, or 12%, but fluctuates over or under those averages
throughout the years, the Cash Values, Surrender Values and Death Benefits may
be different.

     The amounts shown for the Cash Value, Surrender Value and Death Benefit as
of each Policy anniversary reflect the fact that the net investment return on
the assets held in the Subaccounts is lower than the gross return.  This is
because of a daily charge to the Subaccounts for assuming mortality and expense
risks, which currently varies from 0.30% to 0.65% depending upon the cumulative
amount of premiums paid, but is guaranteed not to exceed an effective annual
rate of 0.90%.  In addition, the net investment returns also reflect the
deduction of the Fund investment advisory fees and other Fund expenses (.87%,
the average of the actual and estimated fees and expenses including any caps or
reimbursements).  The tables also reflect applicable charges and deductions
including a 3.0% deduction against premiums (1% of which represents the charge
for federal taxes and 2.0% of which represents an estimated charge to
approximate certain taxes and charges imposed by states and other
jurisdictions), a monthly administrative charge of $20 per month for the first
Policy Year and $5 per month thereafter, a daily Account Maintenance Fee which
is equal to an effective annual charge of 0.45%, and monthly charges for
providing insurance protection.  For each hypothetical gross investment rate of
return, tables are provided reflecting current and guaranteed cost of insurance
charges.  Hypothetical gross average investment rates of return of 0%, 6% and
12% correspond to the following approximate net annual investment rates of
return of -1.52%, 4.48% and 10.48%, on a current basis.  On a guaranteed basis,
these rates of return would be -1.77%, 4.23% and 10.23%, respectively.  Cost of
insurance rates vary by issue age (or attained age in the case of increases in
Specified Amount), sex, rating class and Policy Year and, therefore, are not
reflected in the approximate net annual investment rate of return above.

     Values are shown for Policies which are issued to preferred nonsmoker
Insureds.  Values for Policies issued on a basis involving a higher mortality
risk would result in lower Cash Values, Surrender Values and Death Benefits
than those illustrated.  Females generally have a more favorable rate structure
than males.

     The tables also reflect the fact that no charges for Federal, state or
other income taxes are currently made against the Separate Account.  If such a
charge is made in the future, it will take a higher gross rate of return than
illustrated to produce the net after-tax returns shown in the tables.

     Upon request, KILICO will furnish an illustration based on the proposed
Insured's or Insureds' age, sex and premium payment requested.




<PAGE>   64
                                  INDIVIDUAL
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE PREFERRED NON-SMOKER $3,500. ANNUAL PREMIUM ISSUE AGE 40
                        $250,000 INITIAL DEATH BENEFIT:
                                                            OPTION A
                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
               
        PREMIUM          0% HYPOTHETICAL                6% HYPOTHETICAL                12% HYPOTHETICAL
          PAID       GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
          PLUS    -----------------------------  -----------------------------  -------------------------------
POLICY  INTEREST  CASH      SURRENDER  DEATH     CASH      SURRENDER  DEATH     CASH       SURRENDER  DEATH
 YEAR    AT 5%    VALUE     VALUE      BENEFIT   VALUE     VALUE      BENEFIT   VALUE      VALUE      BENEFIT
- ------  --------  -----     -----      -------   -----     -----      -------   -----      -----      -------
<S>     <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>        <C>        <C>
  1      3,675     3,004      3,004    250,000    3,197      3,197    250,000     3,391      3,391     250,000
  2      7,534     6,103      6,103    250,000    6,683      6,683    250,000     7,286      7,286     250,000
  3      11,585    9,096      9,096    250,000    10,263    10,263    250,000    11,525     11,525     250,000
  4      15,840    12,003    12,003    250,000    13,959    13,959    250,000    16,161     16,161     250,000
  5      20,307    14,827    14,827    250,000    17,779    17,779    250,000    21,237     21,237     250,000
  6      24,997    17,574    17,574    250,000    21,732    21,732    250,000    26,802     26,802     250,000
  7      29,922    20,240    20,240    250,000    25,820    25,820    250,000    32,903     32,903     250,000
  8      35,093    22,829    22,829    250,000    30,049    30,049    250,000    39,595     39,595     250,000
  9      40,523    25,336    25,336    250,000    34,420    34,420    250,000    46,935     46,935     250,000
  10     46,224    27,760    27,760    250,000    38,936    38,936    250,000    54,987     54,987     250,000
  11     52,210    30,098    30,098    250,000    43,602    43,602    250,000    63,822     63,822     250,000
  12     58,495    32,343    32,343    250,000    48,414    48,414    250,000    73,515     73,515     250,000
  13     65,095    34,485    34,485    250,000    53,371    53,371    250,000    84,149     84,149     250,000
  14     72,025    36,524    36,524    250,000    58,478    58,478    250,000    95,824     95,824     250,000
  15     79,301    38,466    38,466    250,000    63,749    63,749    250,000    108,658    108,658    251,728
  16     86,941    40,187    40,187    250,000    69,078    69,078    250,000    122,643    122,643    275,690
  17     94,963    41,803    41,803    250,000    74,575    74,575    250,000    137,931    137,931    300,979
  18    103,387    43,326    43,326    250,000    80,259    80,259    250,000    154,652    154,652    327,739
  19    112,231    44,751    44,751    250,000    86,138    86,138    250,000    172,938    172,938    356,044
  20    121,517    46,073    46,073    250,000    92,216    92,216    250,000    192,929    192,929    386,070
  25    175,397    50,780    50,780    250,000   125,833    125,833   250,000    324,226    324,226    566,746
  30    244,163    51,196    51,196    250,000   166,206    166,206   257,570    528,311    528,311    818,724
  35    331,927    45,042    45,042    250,000   214,245    214,245   299,086    845,531    845,531   1,180,362
  40    443,939    27,476    27,476    250,000   269,374    269,374   345,579   1,332,621  1,332,621  1,709,620
  45       -         -          -         -         -          -         -          -          -          -
</TABLE>

ASSUMPTIONS:

      (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS
           HAVE BEEN MADE.

      (2)  VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

      (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL
           GROSS INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

      (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE
           REQUIREMENTS BASED ON CASH VALUE ACCUMULATION TEST.

      (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.65% THROUGH POLICY
           YEAR 28, 0.50% THEREAFTER.



<PAGE>   65

      (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL
           PREMIUM PAYMENT.



THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>   66


                                   INDIVIDUAL
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE PREFERRED NON-SMOKER $3,500. ANNUAL PREMIUM ISSUE AGE 40
                        $250,000 INITIAL DEATH BENEFIT:
                                                          OPTION A
                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
               
        PREMIUM          0% HYPOTHETICAL                6% HYPOTHETICAL                12% HYPOTHETICAL
          PAID       GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
          PLUS    -----------------------------  -----------------------------  -------------------------------
POLICY  INTEREST  CASH      SURRENDER  DEATH     CASH      SURRENDER  DEATH     CASH       SURRENDER  DEATH
 YEAR    AT 5%    VALUE     VALUE      BENEFIT   VALUE     VALUE      BENEFIT   VALUE      VALUE      BENEFIT
- ------  --------  -----     -----      -------   -----     -----      -------   -----      -----      -------
<S>     <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>        <C>        <C>
  1      3,675     2,524      2,524    250,000    2,702      2,702    250,000     2,880      2,880     250,000
  2      7,534     5,133      5,133    250,000    5,652      5,652    250,000     6,193      6,193     250,000
  3      11,585    7,647      7,647    250,000    8,676      8,676    250,000     9,793      9,793     250,000
  4      15,840    10,062    10,062    250,000    11,772    11,772    250,000    13,704     13,704     250,000
  5      20,307    12,380    12,380    250,000    14,944    14,944    250,000    17,958     17,958     250,000
  6      24,997    14,596    14,596    250,000    18,187    18,187    250,000    22,582     22,582     250,000
  7      29,922    16,708    16,708    250,000    21,500    21,500    250,000    27,611     27,611     250,000
  8      35,093    18,714    18,714    250,000    24,884    24,884    250,000    33,086     33,086     250,000
  9      40,523    20,614    20,614    250,000    28,340    28,340    250,000    39,050     39,050     250,000
  10     46,224    22,400    22,400    250,000    31,863    31,863    250,000    45,548     45,548     250,000
  11     52,210    24,071    24,071    250,000    35,454    35,454    250,000    52,637     52,637     250,000
  12     58,495    25,616    25,616    250,000    39,104    39,104    250,000    60,368     60,368     250,000
  13     65,095    27,023    27,023    250,000    42,804    42,804    250,000    68,801     68,801     250,000
  14     72,025    28,281    28,281    250,000    46,548    46,548    250,000    78,008     78,008     250,000
  15     79,301    29,375    29,375    250,000    50,322    50,322    250,000    88,065     88,065     250,000
  16     86,941    30,294    30,294    250,000    54,120    54,120    250,000    99,065     99,065     250,000
  17     94,963    31,024    31,024    250,000    57,932    57,932    250,000    111,112    111,112    250,000
  18    103,387    31,557    31,557    250,000    61,755    61,755    250,000    124,296    124,296    263,409
  19    112,231    31,882    31,882    250,000    65,584    65,584    250,000    138,577    138,577    285,302
  20    121,517    31,976    31,976    250,000    69,403    69,403    250,000    154,011    154,011    308,192
  21    131,268    31,815    31,815    250,000    73,197    73,197    250,000    170,680    170,680    332,108
  22    141,507    31,372    31,372    250,000    76,952    76,952    250,000    188,666    188,666    357,125
  23    152,257    30,609    30,609    250,000    80,643    80,643    250,000    208,051    208,051    383,293
  24    163,545    29,480    29,480    250,000    84,241    84,241    250,000    228,917    228,917    410,678
  25    175,397    27,931    27,931    250,000    87,716    87,716    250,000    251,348    251,348    439,357
  26    187,842    25,914    25,914    250,000    91,041    91,041    250,000    275,438    275,438    469,429
  27    200,909    23,382    23,382    250,000    94,194    94,194    250,000    301,296    301,296    500,965
  28    214,629    20,277    20,277    250,000    97,149    97,149    250,000    329,035    329,035    534,090
  29    229,036    16,538    16,538    250,000    99,878    99,878    250,000    358,781    358,781    568,883
  30    244,163    12,081    12,081    250,000   102,342    102,342   250,000    390,660    390,660    605,406
  31    260,046    6,777      6,777    250,000   104,479    104,479   250,000    424,782    424,782    643,757
  32    276,723      315        315    250,000   106,118    106,118   250,000    461,111    461,111    683,827
  33    294,234        0          0          0   107,329    107,329   250,000    499,986    499,986    726,230
  34       -         -          -         -      107,894    107,894   250,000    541,354    541,354    770,564
  35       -         -          -         -      107,666    107,666   250,000    585,295    585,295    817,071
  36       -         -          -         -      106,496    106,496   250,000    631,937    631,937    866,006
  37       -         -          -         -      104,207    104,207   250,000    681,428    681,428    917,542
  38       -         -          -         -      100,582    100,582   250,000    733,951    733,951    971,751
  39       -         -          -         -       95,358    95,358    250,000    789,727    789,727   1,028,935
  40       -         -          -         -       88,166    88,166    250,000    848,968    848,968   1,089,141

</TABLE>
<PAGE>   67

<TABLE>
  <S>      <C>       <C>        <C>       <C>     <C>       <C>       <C>       <C>        <C>        <C>
  41       -         -          -         -       78,471    78,471    250,000    911,836    911,836   1,152,560
  42       -         -          -         -       65,524    65,524    250,000    978,476    978,476   1,219,181
  43       -         -          -         -       48,253    48,253    250,000   1,048,975  1,048,975  1,289,190
  44       -         -          -         -       25,142    25,142    250,000   1,123,398  1,123,398  1,362,682
  45       -         -          -         -            0         0          0   1,201,842  1,201,842  1,440,047
  46       -         -          -         -         -          -         -      1,284,489  1,284,489  1,521,477
  47       -         -          -         -         -          -         -      1,371,588  1,371,588  1,607,364
  48       -         -          -         -         -          -         -      1,463,465  1,463,465  1,697,912
  49       -         -          -         -         -          -         -      1,560,569  1,560,569  1,793,562
  50       -         -          -         -         -          -         -      1,663,387  1,663,387  1,894,598
  51       -         -          -         -         -          -         -      1,772,527  1,772,527  2,001,183
  52       -         -          -         -         -          -         -      1,888,731  1,888,731  2,113,679
  53       -         -          -         -         -          -         -      2,012,879  2,012,879  2,232,484
  54       -         -          -         -         -          -         -      2,146,116  2,146,116  2,357,938
  55       -         -          -         -         -          -         -      2,289,459  2,289,459  2,489,787
  56       -         -          -         -         -          -         -      2,443,373  2,443,373  2,627,847
  57       -         -          -         -         -          -         -      2,607,393  2,607,393  2,770,355
  58       -         -          -         -         -          -         -      2,777,861  2,777,861  2,913,976
  59       -         -          -         -         -          -         -      2,950,845  2,950,845  3,058,846
  60       -         -          -         -         -          -         -      3,166,198  3,166,198  3,250,102
</TABLE>

ASSUMPTIONS:

      (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS
           HAVE BEEN MADE.

      (2)  VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

      (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL
           GROSS INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

      (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE
           REQUIREMENTS BASED ON CASH VALUE ACCUMULATION TEST.

      (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.90% IN ALL POLICY
           YEARS.

      (5)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL
           PREMIUM PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.



<PAGE>   68


                                   INDIVIDUAL
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE PREFERRED NON-SMOKER $3,500. ANNUAL PREMIUM ISSUE AGE 40
                        $250,000 INITIAL DEATH BENEFIT:
                                                           OPTION A
                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
                
        PREMIUM          0% HYPOTHETICAL                6% HYPOTHETICAL                12% HYPOTHETICAL
          PAID       GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
          PLUS    -----------------------------  -----------------------------  -------------------------------
POLICY  INTEREST      CASH  SURRENDER     DEATH      CASH  SURRENDER     DEATH       CASH  SURRENDER      DEATH
 YEAR    AT 5%       VALUE      VALUE   BENEFIT     VALUE      VALUE   BENEFIT      VALUE      VALUE    BENEFIT
- ------  --------  --------  ---------  --------  --------  ---------  --------  ---------  ---------  ---------
<S>     <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>        <C>        <C>
  1        3,675     3,004      3,004   250,000     3,197      3,197   250,000      3,391      3,391    250,000
  2        7,534     6,103      6,103   250,000     6,683      6,683   250,000      7,286      7,286    250,000
  3       11,585     9,096      9,096   250,000    10,263     10,263   250,000     11,525     11,525    250,000
  4       15,840    12,003     12,003   250,000    13,959     13,959   250,000     16,161     16,161    250,000
  5       20,307    14,827     14,827   250,000    17,779     17,779   250,000     21,237     21,237    250,000
  6       24,997    17,574     17,574   250,000    21,732     21,732   250,000     26,802     26,802    250,000
  7       29,922    20,240     20,240   250,000    25,820     25,820   250,000     32,903     32,903    250,000
  8       35,093    22,829     22,829   250,000    30,049     30,049   250,000     39,595     39,595    250,000
  9       40,523    25,336     25,336   250,000    34,420     34,420   250,000     46,935     46,935    250,000
  10      46,224    27,760     27,760   250,000    38,936     38,936   250,000     54,987     54,987    250,000
  11      52,210    30,098     30,098   250,000    43,602     43,602   250,000     63,822     63,822    250,000
  12      58,495    32,343     32,343   250,000    48,414     48,414   250,000     73,515     73,515    250,000
  13      65,095    34,485     34,485   250,000    53,371     53,371   250,000     84,149     84,149    250,000
  14      72,025    36,524     36,524   250,000    58,478     58,478   250,000     95,824     95,284    250,000
  15      79,301    38,466     38,466   250,000    63,749     63,749   250,000    108,658    108,658    250,000
  16      86,941    40,187     40,187   250,000    69,078     69,078   250,000    122,693    122,693    250,000
  17      94,963    41,803     41,803   250,000    74,575     74,575   250,000    138,148    138,148    250,000
  18     103,387    43,326     43,326   250,000    80,259     80,259   250,000    155,189    155,189    250,000
  19     112,231    44,751     44,751   250,000    86,138     86,138   250,000    173,992    173,992    250,000
  20     121,517    46,073     46,073   250,000    92,216     92,216   250,000    194,744    194,744    260,956
  25     175,397    50,780     50,780   250,000   125,833    125,833   250,000    333,598    333,598    406,989
  30     244,163    51,196     51,196   250,000   166,249    166,249   250,000    556,461    556,461    645,495
  35     331,927    45,042     45,042   250,000   217,236    217,236   250,000    917,418    917,418    981,638
  40     443,939    27,476     27,476   250,000   283,099    283,099   297,254  1,501,814  1,501,814  1,576,905
</TABLE>

ASSUMPTIONS:

      (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS
           HAVE BEEN MADE.

      (2)  VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

      (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL
           GROSS INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

      (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE
           REQUIREMENTS BASED ON GUIDELINE PREMIUM TEST.
                                     
      (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.65% THROUGH POLICY
           YEAR 28, 0.50% THEREAFTER.

<PAGE>   69


      (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL
           PREMIUM PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   70


                                   INDIVIDUAL
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE PREFERRED NON-SMOKER $3,500. ANNUAL PREMIUM ISSUE AGE 40
                        $250,000 INITIAL DEATH BENEFIT:
                                                           OPTION A
                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>

                
        PREMIUM          0% HYPOTHETICAL                6% HYPOTHETICAL                12% HYPOTHETICAL
          PAID       GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
          PLUS    -----------------------------  -----------------------------  -------------------------------
POLICY  INTEREST  CASH      SURRENDER  DEATH     CASH      SURRENDER  DEATH     CASH       SURRENDER  DEATH
 YEAR    AT 5%    VALUE     VALUE      BENEFIT   VALUE     VALUE      BENEFIT   VALUE      VALUE      BENEFIT
- ------  --------  -----     -----      -------   -----     -----      -------   -----      -----      -------
<S>     <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>        <C>        <C>
  1        3,675     2,524      2,524   250,000     2,702      2,702   250,000      2,880      2,880    250,000
  2        7,534     5,133      5,133   250,000     5,652      5,652   250,000      6,193      6,193    250,000
  3       11,585     7,647      7,647   250,000     8,676      8,676   250,000      9,793      9,793    250,000
  4       15,840    10,062     10,062   250,000    11,772     11,772   250,000     13,704     13,704    250,000
  5       20,307    12,380     12,380   250,000    14,944     14,944   250,000     17,958     17,958    250,000
  6       24,997    14,596     14,596   250,000    18,187     18,187   250,000     22,582     22,582    250,000
  7       29,922    16,708     16,708   250,000    21,500     21,500   250,000     27,611     27,611    250,000
  8       35,093    18,714     18,714   250,000    24,884     24,884   250,000     33,086     33,086    250,000
  9       40,523    20,614     20,614   250,000    28,340     28,340   250,000     39,050     39,050    250,000
  10      46,224    22,400     22,400   250,000    31,863     31,863   250,000     45,548     45,548    250,000
  11      52,210    24,071     24,071   250,000    35,454     35,454   250,000     52,637     52,637    250,000
  12      58,495    25,616     25,616   250,000    39,104     39,104   250,000     60,368     60,368    250,000
  13      65,095    27,023     27,023   250,000    42,804     42,804   250,000     68,801     68,801    250,000
  14      72,025    28,281     28,281   250,000    46,548     46,548   250,000     78,008     78,008    250,000
  15      79,301    29,375     29,375   250,000    50,322     50,322   250,000     88,065     88,065    250,000
  16      86,941    30,294     30,294   250,000    54,120     54,120   250,000     99,065     99,065    250,000
  17      94,963    31,024     31,024   250,000    57,932     57,932   250,000    111,112    111,112    250,000
  18     103,387    31,557     31,557   250,000    61,755     61,755   250,000    124,332    124,332    250,000
  19     112,231    31,882     31,882   250,000    65,584     65,584   250,000    138,869    138,869    250,000
  20     121,517    31,976     31,976   250,000    69,403     69,403   250,000    154,881    154,881    250,000
  21     131,268    31,815     31,815   250,000    73,197     73,197   250,000    172,556    172,556    250,000
  22     141,507    31,372     31,372   250,000    76,952     76,952   250,000    192,116    192,116    250,000
  23     152,257    30,609     30,609   250,000    80,643     80,643   250,000    213,705    213,705    269,269
  24     163,545    29,480     29,480   250,000    84,241     84,241   250,000    237,296    237,296    294,248
  25     175,397    27,931     27,931   250,000    87,716     87,716   250,000    263,068    263,068    320,943
  26     187,842    25,914     25,914   250,000    91,041     91,041   250,000    291,231    291,231    349,477
  27     200,909    23,382     23,382   250,000    94,194     94,194   250,000    321,946    321,946    383,115
  28     214,629    20,277     20,277   250,000    97,149     97,149   250,000    355,441    355,441    419,420
  29     229,036    16,538     16,538   250,000    99,878     99,878   250,000    391,965    391,965    458,599
  30     244,163    12,081     12,081   250,000   102,342    102,342   250,000    431,791    431,791    500,878
  31     260,046     6,777      6,777   250,000   104,479    104,479   250,000    475,208    475,208    546,490
  32     276,723       315        315   250,000   106,118    106,118   250,000    522,697    522,697    590,647
  33     294,234         0          0         0   107,329    107,329   250,000    574,787    574,787    638,014
  34          --        --         --        --   107,894    107,894   250,000    631,971    631,971    688,849
  35          --        --         --        --   107,666    107,666   250,000    694,886    694,886    743,528
  36          --        --         --        --   106,496    106,496   250,000    764,304    764,304    802,520
  37          --        --         --        --   104,207    104,207   250,000    840,025    840,025    882,027
  38          --        --         --        --   100,582    100,582   250,000    922,575    922,575    968,704
  39          --        --         --        --    95,358     95,358   250,000  1,012,522  1,012,522  1,063,148
  40          --        --         --        --    88,166     88,166   250,000  1,110,463  1,110,463  1,165,986
</TABLE>

<PAGE>   71
<TABLE>
  <S>         <C>       <C>        <C>       <C>   <C>        <C>      <C>      <C>        <C>        <C>    
  41          --        --         --        --    78,471     78,471   250,000  1,217,017  1,217,017  1,277,867
  42          --        --         --        --    65,524     65,524   250,000  1,332,819  1,332,819  1,399,460
  43          --        --         --        --    48,253     48,253   250,000  1,458,510  1,458,510  1,531,436
  44          --        --         --        --    25,142     25,142   250,000  1,594,734  1,594,734  1,674,470
  45          --        --         --        --         0          0         0  1,742,156  1,742,156  1,829,264
  46          --        --         --        --        --         --        --  1,901,474  1,901,474  1,996,548
  47          --        --         --        --        --         --        --  2,073,421  2,073,421  2,177,092
  48          --        --         --        --        --         --        --  2,258,753  2,258,753  2,371,691
  49          --        --         --        --        --         --        --  2,458,276  2,458,276  2,581,190
  50          --        --         --        --        --         --        --  2,672,781  2,672,781  2,806,420
  51          --        --         --        --        --         --        --  2,903,027  2,903,027  3,048,178
  52          --        --         --        --        --         --        --  3,158,262  3,158,262  3,284,593
  53          --        --         --        --        --         --        --  3,442,794  3,442,794  3,546,078
  54          --        --         --        --        --         --        --  3,761,966  3,761,966  3,837,205
  55          --        --         --        --        --         --        --  4,122,515  4,122,515  4,163,740
  56          --        --         --        --        --         --        --  4,529,361  4,529,361  4,529,361
  57          --        --         --        --        --         --        --  4,975,996  4,975,996  4,975,996
  58          --        --         --        --        --         --        --  5,466,313  5,466,313  5,466,313
  59          --        --         --        --        --         --        --  6,004,582  6,004,582  6,004,582
  60          --        --         --        --        --         --        --  6,595,494  6,595,494  6,595,494
</TABLE>

ASSUMPTIONS:

      (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS
           HAVE BEEN MADE.

      (2)  VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

      (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL
           GROSS INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

      (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE
           REQUIREMENTS BASED ON GUIDELINE PREMIUM TEST.

      (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.09% IN ALL POLICY
           YEARS.

      (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL
           PREMIUM PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>   72
                                   INDIVIDUAL
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE PREFERRED NON-SMOKER $35,000. ANNUAL PREMIUM ISSUE AGE 60
                       $1,000,000 INITIAL DEATH BENEFIT:
                                                           OPTION A
                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
                
         PREMIUM          0% HYPOTHETICAL                  6% HYPOTHETICAL                   12% HYPOTHETICAL
          PAID        GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
          PLUS     ------------------------------  -------------------------------  ----------------------------------
POLICY  INTEREST   CASH      SURRENDER  DEATH      CASH       SURRENDER  DEATH      CASH        SURRENDER   DEATH
 YEAR     AT 5%    VALUE     VALUE      BENEFIT    VALUE      VALUE      BENEFIT    VALUE       VALUE       BENEFIT
- ------  ---------  -----     -----      -------    -----      -----      -------    -----       -----       -------
<S>     <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>
  1      36,750     31,282    31,282    1,000,000   33,255     33,255    1,000,000    35,230      35,230    1,000,000
  2      75,338     61,441    61,441    1,000,000   67,336     67,336    1,000,000    73,471      73,471    1,000,000
  3      115,854    90,209    90,209    1,000,000   101,994    101,994   1,000,000   114,758     114,758    1,000,000
  4      158,397   117,883    117,883   1,000,000   137,551    137,551   1,000,000   159,725     159,725    1,000,000
  5      203,067   144,337    144,337   1,000,000   173,920    173,920   1,000,000   208,655     208,655    1,000,000
  6      249,970   170,102    170,102   1,000,000   211,672    211,672   1,000,000   262,527     262,527    1,000,000
  7      299,219   194,900    194,900   1,000,000   250,607    250,607   1,000,000   321,641     321,641    1,000,000
  8      350,930   218,897    218,897   1,000,000   291,025    291,025   1,000,000   386,930     386,930    1,000,000
  9      405,226   241,914    241,914   1,000,000   332,811    332,811   1,000,000   458,896     458,896    1,000,000
  10     462,238   263,682    263,682   1,000,000   375,831    375,831   1,000,000   538,211     538,211    1,000,000
  11     522,099   283,903    283,903   1,000,000   419,967    419,967   1,000,000   625,737     625,737    1,000,000
  12     584,954   302,756    302,756   1,000,000   465,534    465,534   1,000,000   722,494     722,494    1,071,459
  13     650,952   320,199    320,199   1,000,000   512,699    512,699   1,000,000   828,137     828,137    1,202,869
  14     720,250   336,372    336,372   1,000,000   561,801    561,801   1,000,000   943,481     943,481    1,342,951
  15     793,012   350,915    350,915   1,000,000   613,248    613,248   1,000,000  1,069,894   1,069,894   1,493,571
  16     869,413   363,807    363,807   1,000,000   667,121    667,121   1,000,000  1,207,700   1,207,700   1,655,032
  17     949,633   375,366    375,366   1,000,000   724,020    724,020   1,000,000  1,358,163   1,358,163   1,828,766
  18    1,033,865  385,478    385,478   1,000,000   783,812    783,812   1,037,767  1,522,381   1,522,381   2,015,633
  19    1,122,308  394,030    394,030   1,000,000   845,439    845,439   1,101,523  1,701,554   1,701,554   2,216,955
  20    1,215,174  400,894    400,894   1,000,000   908,941    908,941   1,166,080  1,897,003   1,897,003   2,433,665
  25    1,753,971  404,323    404,323   1,000,000  1,256,604  1,256,604  1,505,662  3,174,708   3,174,708   3,803,935
  30    2,441,628  326,917    326,917   1,000,000  1,659,586  1,659,586  1,890,268  5,143,456   5,143,456   5,858,396
  35    3,319,271   33,564    33,564    1,000,000  2,123,895  2,123,895  2,309,736  8,163,406   8,163,406   8,877,704
  40        -         -          -          -      2,696,073  2,696,073  2,767,519  12,972,611  12,972,611  13,316,386
  45        -         -          -          -          -          -          -          -           -           -
</TABLE>

ASSUMPTIONS:

      (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS
           HAVE BEEN MADE.
      (2)  VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
      (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL
           GROSS INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.
      (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE
           REQUIREMENTS BASED ON CASH VALUE ACCUMULATION TEST.
      (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.65% THROUGH POLICY
           YEAR 2, 0.50% IN POLICY YEARS 3 THROUGH 7, 0.40% IN POLICY YEARS 8
           THROUGH 14, AND 0.30% THEREAFTER.
      (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL
           PREMIUM PAYMENT.



<PAGE>   73

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   74


                                   INDIVIDUAL
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE PREFERRED NON-SMOKER $35,000. ANNUAL PREMIUM ISSUE AGE 60
                       $1,000,000 INITIAL DEATH BENEFIT:
                                                           OPTION A
                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
         PREMIUM
          PAID            0% HYPOTHETICAL                 6% HYPOTHETICAL                 12% HYPOTHETICAL
          PLUS        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
                   ------------------------------  ------------------------------  -------------------------------
POLICY  INTEREST     CASH      SURRENDER  DEATH      CASH      SURRENDER  DEATH      CASH       SURRENDER  DEATH    
 YEAR     AT 5%      VALUE     VALUE      BENEFIT    VALUE     VALUE      BENEFIT    VALUE      VALUE      BENEFIT  
- ------  ---------    -----     -----      -------    -----     -----      -------    -----      -----      -------  
<S>     <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>
  1      36,750     20,767    20,767    1,000,000   22,407     22,407   1,000,000   24,055     24,055    1,000,000
  2      75,338     40,267    40,267    1,000,000   44,862     44,862   1,000,000   49,674     49,674    1,000,000
  3      115,854    58,212    58,212    1,000,000   67,069     67,069   1,000,000   76,735     76,735    1,000,000
  4      158,397    74,470    74,470    1,000,000   88,881     88,881   1,000,000   105,288    105,288   1,000,000
  5      203,067    88,901    88,901    1,000,000  110,148    110,148   1,000,000   135,401    135,401   1,000,000
  6      249,970   101,385   101,385    1,000,000  130,738    130,738   1,000,000   167,202    167,202   1,000,000
  7      299,219   111,829   111,829    1,000,000  150,556    150,556   1,000,000   200,897    200,897   1,000,000
  8      350,930   120,106   120,106    1,000,000  169,479    169,479   1,000,000   236,725    236,725   1,000,000
  9      405,226   126,086   126,086    1,000,000  187,388    187,388   1,000,000   275,001    275,001   1,000,000
  10     462,238   129,567   129,567    1,000,000  204,106    204,106   1,000,000   316,078    316,078   1,000,000
  11     522,099   130,212   130,212    1,000,000  219,338    219,338   1,000,000   360,317    360,317   1,000,000
  12     584,954   127,060   127,060    1,000,000  232,228    232,228   1,000,000   407,778    407,778   1,000,000
  13     650,952   120,570   120,570    1,000,000  243,205    243,205   1,000,000   459,746    459,746   1,000,000
  14     720,250   109,477   109,477    1,000,000  251,195    251,195   1,000,000   516,613    516,613   1,000,000
  15     793,012    92,957    92,957    1,000,000  255,511    255,511   1,000,000   579,440    579,440   1,000,000
  16     869,413    70,219    70,219    1,000,000  255,507    255,507   1,000,000   649,778    649,778   1,000,000
  17     949,633    40,313    40,313    1,000,000  250,395    250,395   1,000,000   729,684    729,684   1,000,000
  18    1,033,865   2,117      2,117    1,000,000  239,237    239,237   1,000,000   818,424    818,424   1,083,593
  19    1,122,308     0          0          0      220,898    220,898   1,000,000   912,936    912,936   1,189,464
  20       --         --        --         --      193,757    193,757   1,000,000  1,013,571  1,013,571  1,300,310
  21       --         --        --         --      155,446    155,446   1,000,000  1,120,625  1,120,625  1,416,470
  22       --         --        --         --      102,634    102,634   1,000,000  1,234,376  1,234,376  1,538,032
  23       --         --        --         --       30,557     30,557   1,000,000  1,355,025  1,355,025  1,665,326
  24       --         --        --         --         0          0          0      1,482,742  1,482,742  1,798,566
  25       --         --        --         --         --        --         --      1,617,731  1,617,731  1,938,366
  26       --         --        --         --         --        --         --      1,760,313  1,760,313  2,085,091
  27       --         --        --         --         --        --         --      1,910,902  1,910,902  2,239,386
  28       --         --        --         --         --        --         --      2,070,032  2,070,032  2,401,651
  29       --         --        --         --         --        --         --      2,238,420  2,238,420  2,572,616
  30       --         --        --         --         --        --         --      2,416,855  2,416,855  2,752,798
  31       --         --        --         --         --        --         --      2,606,320  2,606,320  2,942,535
  32       --         --        --         --         --        --         --      2,808,014  2,808,014  3,142,448
  33       --         --        --         --         --        --         --      3,023,366  3,023,366  3,353,215
  34       --         --        --         --         --        --         --      3,254,229  3,254,229  3,575,422
  35       --         --        --         --         --        --         --      3,502,296  3,502,296  3,808,747
  36       --         --        --         --         --        --         --      3,768,422  3,768,422  4,052,938
  37       --         --        --         --         --        --         --      4,052,024  4,052,024  4,305,276
  38       --         --        --         --         --        --         --      4,347,485  4,347,485  4,560,512
  39       --         --        --         --         --        --         --      4,648,632  4,648,632  4,818,772
  40       --         --        --         --         --        --         --      5,018,579  5,018,579  5,151,571
</TABLE>


<PAGE>   75
ASSUMPTIONS:

      (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS
           HAVE BEEN MADE.
      (2)  VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.
      (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL
           GROSS INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.
      (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE
           REQUIREMENTS BASED ON CASH VALUE ACCUMULATION TEST.      
      (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.90% IN ALL POLICY
           YEARS.
      (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL
           PREMIUM PAYMENT.



THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   76


                                   INDIVIDUAL
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE PREFERRED NON-SMOKER $35,000. ANNUAL PREMIUM ISSUE AGE 60
                       $1,000,000 INITIAL DEATH BENEFIT:
                                                           OPTION A
                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
         PREMIUM
          PAID            0% HYPOTHETICAL                  6% HYPOTHETICAL                   12% HYPOTHETICAL
          PLUS        GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                   ------------------------------  -------------------------------  ----------------------------------
POLICY  INTEREST     CASH      SURRENDER  DEATH      CASH       SURRENDER  DEATH      CASH        SURRENDER   DEATH  
 YEAR     AT 5%      VALUE     VALUE      BENEFIT    VALUE      VALUE      BENEFIT    VALUE       VALUE       BENEFIT
- ------  ---------    -----     -----      -------    -----      -----      -------    -----       -----       -------
<S>     <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>
  1      36,750     31,282    31,282    1,000,000   33,255     33,255    1,000,000    35,230      35,230    1,000,000
  2      75,338     61,441    61,441    1,000,000   67,336     67,336    1,000,000    73,471      73,471    1,000,000
  3      115,854    90,209    90,209    1,000,000   101,994    101,994   1,000,000   114,758     114,758    1,000,000
  4      158,397   117,883    117,883   1,000,000   137,551    137,551   1,000,000   159,725     159,725    1,000,000
  5      203,067   144,337    144,337   1,000,000   173,920    173,920   1,000,000   208,655     208,655    1,000,000
  6      249,970   170,102    170,102   1,000,000   211,672    211,672   1,000,000   262,527     262,527    1,000,000
  7      299,219   194,900    194,900   1,000,000   250,607    250,607   1,000,000   321,641     321,641    1,000,000
  8      350,930   218,897    218,897   1,000,000   291,025    291,025   1,000,000   386,930     386,930    1,000,000
  9      405,226   241,914    241,914   1,000,000   332,811    332,811   1,000,000   458,896     458,896    1,000,000
  10     462,238   263,682    263,682   1,000,000   375,831    375,831   1,000,000   538,211     538,211    1,000,000
  11     522,099   283,903    283,903   1,000,000   419,967    419,967   1,000,000   625,737     625,737    1,000,000
  12     584,954   302,756    302,756   1,000,000   465,534    465,534   1,000,000   722,839     722,839    1,000,000
  13     650,952   320,199    320,199   1,000,000   512,699    512,699   1,000,000   830,992     830,992    1,000,000
  14     720,250   336,372    336,372   1,000,000   561,801    561,801   1,000,000   951,901     951,901    1,037,572
  15     793,012   350,915    350,915   1,000,000   613,248    613,248   1,000,000  1,086,568   1,086,568   1,162,628
  16     869,413   363,807    363,807   1,000,000   667,121    667,121   1,000,000  1,235,362   1,235,362   1,297,130
  17     949,633   375,366    375,366   1,000,000   724,020    724,020   1,000,000  1,399,258   1,399,258   1,469,221
  18    1,033,865  385,478    385,478   1,000,000   784,378    784,378   1,000,000  1,579,748   1,579,748   1,658,735
  19    1,122,308  394,030    394,030   1,000,000   848,733    848,733   1,000,000  1,778,459   1,778,459   1,867,382
  20    1,215,174  400,894    400,894   1,000,000   917,748    917,748   1,000,000  1,997,172   1,997,172   2,097,030
  25    1,753,971  404,323    404,323   1,000,000  1,316,496  1,316,496  1,382,321  3,465,371   3,465,371   3,638,640
  30    2,441,628  326,917    326,917   1,000,000  1,794,960  1,794,960  1,884,708  5,810,938   5,810,938   6,101,485
  35    3,319,271   33,564    33,564    1,000,000  2,383,558  2,383,558  2,407,393  9,612,153   9,612,153   9,708,275
  40        -         -          -          -      3,146,397  3,146,397  3,146,397  15,979,843  15,979,843  15,979,843
  45        -         -          -          -          -          -          -          -           -           -
</TABLE>

ASSUMPTIONS:

      (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS
           HAVE BEEN MADE.
      (2)  VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
      (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL
           GROSS INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.
      (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE
           REQUIREMENTS BASED ON GUIDELINE PREMIUM TEST.
      (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.65% THROUGH POLICY
           YEAR 2, 0.50% IN POLICY YEARS 3 THROUGH 7, 0.40% IN POLICY YEARS 8
           THROUGH 14, AND 0.30% THEREAFTER.
      (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL
           PREMIUM PAYMENT.

<PAGE>   77

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   78


                                   INDIVIDUAL
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE PREFERRED NON-SMOKER $35,000. ANNUAL PREMIUM ISSUE AGE 60
                       $1,000,000 INITIAL DEATH BENEFIT:
                                                           OPTION A
                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
         PREMIUM
          PAID            0% HYPOTHETICAL                 6% HYPOTHETICAL                 12% HYPOTHETICAL
          PLUS        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
                   ------------------------------  ------------------------------  -------------------------------
POLICY  INTEREST     CASH      SURRENDER  DEATH      CASH      SURRENDER  DEATH      CASH       SURRENDER  DEATH  
 YEAR     AT 5%      VALUE     VALUE      BENEFIT    VALUE     VALUE      BENEFIT    VALUE      VALUE      BENEFIT
- ------  ---------    -----     -----      -------    -----     -----      -------    -----      -----      -------
<S>     <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>
  1      36,750     20,767    20,767    1,000,000   22,407    22,407    1,000,000   24,055     24,055    1,000,000
  2      75,338     40,267    40,267    1,000,000   44,862    44,862    1,000,000   49,674     49,674    1,000,000
  3      115,854    58,212    58,212    1,000,000   67,069    67,069    1,000,000   76,735     76,735    1,000,000
  4      158,397    74,470    74,470    1,000,000   88,881    88,881    1,000,000   105,288    105,288   1,000,000
  5      203,067    88,901    88,901    1,000,000  110,148    110,148   1,000,000   135,401    135,401   1,000,000
  6      249,970   101,385    101,385   1,000,000  130,738    130,738   1,000,000   167,202    167,202   1,000,000
  7      299,219   111,829    111,829   1,000,000  150,556    150,556   1,000,000   200,897    200,897   1,000,000
  8      350,930   120,106    120,106   1,000,000  169,479    169,479   1,000,000   236,725    236,725   1,000,000
  9      405,226   126,086    126,086   1,000,000  187,388    187,388   1,000,000   275,001    275,001   1,000,000
  10     462,238   129,567    129,567   1,000,000  204,106    204,106   1,000,000   316,078    316,078   1,000,000
  11     522,099   130,212    130,212   1,000,000  219,338    219,338   1,000,000   360,317    360,317   1,000,000
  12     584,954   127,060    127,060   1,000,000  232,228    232,228   1,000,000   407,778    407,778   1,000,000
  13     650,952   120,570    120,570   1,000,000  243,205    243,205   1,000,000   459,746    459,746   1,000,000
  14     720,250   109,477    109,477   1,000,000  251,195    251,195   1,000,000   516,613    516,613   1,000,000
  15     793,012    92,957    92,957    1,000,000  255,511    255,511   1,000,000   579,440    579,440   1,000,000
  16     869,413    70,219    70,219    1,000,000  255,507    255,507   1,000,000   649,778    649,778   1,000,000
  17     949,633    40,313    40,313    1,000,000  250,395    250,395   1,000,000   729,684    729,684   1,000,000
  18    1,033,865   2,117      2,117    1,000,000  239,237    239,237   1,000,000   821,899    821,899   1,000,000
  19    1,122,308       0          0        0      220,898    220,898   1,000,000   930,055    930,055   1,000,000
  20       --         --        --         --      193,757    193,757   1,000,000  1,053,716  1,053,716  1,106,402
  21       --         --        --         --      155,446    155,446   1,000,000  1,188,398  1,188,398  1,247,818
  22       --         --        --         --      102,634    102,634   1,000,000  1,334,933  1,334,933  1,401,680
  23       --         --        --         --       30,557    30,557    1,000,000  1,494,171  1,494,171  1,568,880
  24       --         --        --         --         0          0          0      1,666,969  1,666,969  1,750,318
  25       --         --        --         --         --        --         --      1,854,214  1,854,214  1,946,925
  26       --         --        --         --         --        --         --      2,056,832  2,056,832  2,159,673
  27       --         --        --         --         --        --         --      2,275,790  2,275,790  2,389,580
  28       --         --        --         --         --        --         --      2,512,089  2,512,089  2,637,694
  29       --         --        --         --         --        --         --      2,766,788  2,766,788  2,905,127
  30       --         --        --         --         --        --         --      3,040,935  3,040,935  3,192,982
  31       --         --        --         --         --        --         --      3,335,542  3,335,542  3,502,319
  32       --         --        --         --         --        --         --      3,661,468  3,661,468  3,807,927
  33       --         --        --         --         --        --         --      4,024,027  4,024,027  4,144,748
  34       --         --        --         --         --        --         --      4,429,824  4,429,824  4,518,420
  35       --         --        --         --         --        --         --      4,887,186  4,887,186  4,936,058
  36       --         --        --         --         --        --         --      5,402,360  5,402,360  5,402,360
  37       --         --        --         --         --        --         --      5,967,918  5,967,918  5,967,918
  38       --         --        --         --         --        --         --      6,588,788  6,588,788  6,588,788
  39       --         --        --         --         --        --         --      7,270,379  7,270,379  7,270,379
  40       --         --        --         --         --        --         --      8,018,629  8,018,629  8,018,629
</TABLE>


<PAGE>   79
ASSUMPTIONS:

      (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS
           HAVE BEEN MADE.
      (2)  VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.
      (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL
           GROSS INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.
      (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE
           REQUIREMENTS BASED ON GUIDELINE PREMIUM TEST.
      (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.90% IN ALL POLICY
           YEARS.
      (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL
           PREMIUM PAYMENT.


THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.



<PAGE>   80
                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE PREFERRED NON-SMOKER ISSUE AGE 45
                    FEMALE PREFERRED NON-SMOKER ISSUE AGE 40
                             ANNUAL PREMIUM $9,500
                       $1,000,000 INITIAL DEATH BENEFIT:
                                                          OPTION A
                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
                 
         PREMIUM          0% HYPOTHETICAL                  6% HYPOTHETICAL                   12% HYPOTHETICAL
          PAID        GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
          PLUS     ------------------------------  -------------------------------  ----------------------------------
POLICY  INTEREST     CASH      SURRENDER  DEATH      CASH       SURRENDER  DEATH      CASH        SURRENDER   DEATH   
 YEAR     AT 5%      VALUE     VALUE      BENEFIT    VALUE      VALUE      BENEFIT    VALUE       VALUE       BENEFIT 
- ------  ---------    -----     -----      -------    -----      -----      -------    -----       -----       ------- 
<S>     <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>
  1       9,975     8,698      8,698    1,000,000    9,240      9,240    1,000,000    9,782       9,782     1,000,000
  2      20,449     17,404    17,404    1,000,000   19,038     19,038    1,000,000    20,737      20,737    1,000,000
  3      31,446     25,939    25,939    1,000,000   29,231     29,231    1,000,000    32,791      32,791    1,000,000
  4      42,993     34,307    34,307    1,000,000   39,836     39,836    1,000,000    46,055      46,055    1,000,000
  5      55,118     42,511    42,511    1,000,000   50,870     50,870    1,000,000    60,652      60,652    1,000,000
  6      67,849     50,554    50,554    1,000,000   62,349     62,349    1,000,000    76,714      76,714    1,000,000
  7      81,217     58,433    58,433    1,000,000   74,286     74,286    1,000,000    94,382      94,382    1,000,000
  8      95,252     66,135    66,135    1,000,000   86,682     86,682    1,000,000   113,801     113,801    1,000,000
  9      109,990    73,665    73,665    1,000,000   99,558     99,558    1,000,000   135,150     135,150    1,000,000
  10     125,464    81,028    81,028    1,000,000   112,936    112,936   1,000,000   158,624     158,624    1,000,000
  11     141,713    88,368    88,368    1,000,000   127,023    127,023   1,000,000   184,695     184,695    1,000,000
  12     158,773    95,576    95,576    1,000,000   141,702    141,702   1,000,000   213,425     213,425    1,000,000
  13     176,687   102,653    102,653   1,000,000   156,998    156,998   1,000,000   245,086     245,086    1,000,000
  14     195,496   109,603    109,603   1,000,000   172,936    172,936   1,000,000   279,976     279,976    1,000,000
  15     215,246   116,428    116,428   1,000,000   189,543    189,543   1,000,000   318,426     318,426    1,000,000
  16     235,983   123,130    123,130   1,000,000   206,848    206,848   1,000,000   360,799     360,799    1,005,799
  17     257,758   129,669    129,669   1,000,000   224,839    224,839   1,000,000   407,451     407,451    1,094,454
  18     280,621   136,035    136,035   1,000,000   243,539    243,539   1,000,000   458,797     458,797    1,187,825
  19     304,627   142,223    142,223   1,000,000   262,967    262,967   1,000,000   515,297     515,297    1,286,234
  20     329,833   148,223    148,223   1,000,000   283,147    283,147   1,000,000   577,459     577,459    1,390,175
  21     356,300   154,025    154,025   1,000,000   304,102    304,102   1,000,000   645,836     645,836    1,500,083
  22     384,090   159,617    159,617   1,000,000   325,855    325,855   1,000,000   721,033     721,033    1,616,411
  23     413,269   164,991    164,991   1,000,000   348,437    348,437   1,000,000   803,720     803,720    1,739,732
  24     443,907   170,135    170,135   1,000,000   371,873    371,873   1,000,000   894,628     894,628    1,870,756
  25     476,078   175,032    175,032   1,000,000   396,194    396,194   1,000,000   994,553     994,553    2,010,190
  26     509,857   179,666    179,666   1,000,000   421,428    421,428   1,000,000  1,104,369   1,104,369   2,158,820
  27     545,325   184,180    184,180   1,000,000   448,021    448,021   1,000,000  1,226,110   1,226,110   2,319,554
  28     582,566   188,337    188,337   1,000,000   475,605    475,605   1,000,000  1,359,894   1,359,894   2,491,597
  29     621,669   192,086    192,086   1,000,000   504,207    504,207   1,000,000  1,506,851   1,506,851   2,675,715
  30     662,728   195,371    195,371   1,000,000   533,857    533,857   1,000,000  1,668,205   1,668,205   2,873,150
  31     705,839   198,117    198,117   1,000,000   564,585    564,585   1,000,000  1,845,273   1,845,273   3,084,927
  32     751,106   200,287    200,287   1,000,000   596,457    596,457   1,000,000  2,039,556   2,039,556   3,312,443
  33     798,636   201,822    201,822   1,000,000   629,536    629,536   1,000,000  2,252,672   2,252,672   3,557,194
  34     848,543   202,628    202,628   1,000,000   663,859    663,859   1,020,219  2,486,344   2,486,344   3,821,013
  35     900,945   202,594    202,594   1,000,000   699,370    699,370   1,047,027  2,742,432   2,742,432   4,105,695
  36     955,967   201,588    201,588   1,000,000   736,049    736,049   1,074,632  3,022,944   3,022,944   4,413,498
  37    1,013,741  199,463    199,463   1,000,000   773,907    773,907   1,103,127  3,330,063   3,330,063   4,746,671
  38    1,074,403  196,091    196,091   1,000,000   812,972    812,972   1,132,632  3,666,228   3,666,228   5,107,788
</TABLE>
<PAGE>   81
<TABLE>

  <S>   <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>         <C>         <C>
  39    1,138,098  191,295    191,295   1,000,000   853,260    853,260   1,163,249  4,034,043   4,034,043   5,499,611
  40    1,204,978  184,867    184,867   1,000,000   894,787    894,787   1,194,988  4,436,332   4,436,332   5,924,722
  41    1,275,202  176,585    176,585   1,000,000   937,577    937,577   1,227,945  4,876,200   4,876,200   6,386,359
  42    1,348,937  166,206    166,206   1,000,000   981,663    981,663   1,262,124  5,357,063   5,357,063   6,887,576
  43    1,426,359  153,096    153,096   1,000,000  1,026,966  1,026,966  1,297,469  5,882,013   5,882,013   7,431,335
  44    1,507,651  136,969    136,969   1,000,000  1,073,544  1,073,544  1,334,200  6,455,149   6,455,149   8,022,460
  45    1,593,009  117,026    117,026   1,000,000  1,121,328  1,121,328  1,372,281  7,080,146   7,080,146   8,664,682
  46    1,682,635   92,723    92,723    1,000,000  1,170,363  1,170,363  1,411,692  7,761,677   7,761,677   9,362,135
  47    1,776,741   63,243    63,243    1,000,000  1,220,655  1,220,655  1,452,580  8,504,554   8,504,554   10,120,419
  48    1,875,553   27,577    27,577    1,000,000  1,272,218  1,272,218  1,494,856  9,314,030   9,314,030   10,943,986
  49    1,979,306     0          0          0      1,325,088  1,325,088  1,538,295  10,195,983  10,195,983  11,836,517
  50       --         --        --         --      1,379,319  1,379,319  1,582,906  11,156,913  11,156,913  12,803,673
  51       --         --        --         --      1,434,986  1,434,986  1,628,709  12,204,100  12,204,100  13,851,654
  52       --         --        --         --      1,491,878  1,491,878  1,675,230  13,342,915  13,342,915  14,982,759
  53       --         --        --         --      1,551,649  1,551,649  1,724,193  14,595,699  14,595,699  16,218,740
  54       --         --        --         --      1,613,174  1,613,174  1,774,330  15,962,570  15,962,570  17,557,231
  55       --         --        --         --      1,676,841  1,676,841  1,825,744  17,457,325  17,457,325  19,007,536
  56       --         --        --         --      1,743,214  1,743,214  1,877,791  19,097,329  19,097,329  20,571,643
  57       --         --        --         --      1,812,934  1,812,934  1,927,874  20,903,073  20,903,073  22,228,327
  58       --         --        --         --      1,887,124  1,887,124  1,980,348  22,903,613  22,903,613  24,035,051
  59       --         --        --         --      1,966,617  1,966,617  2,038,596  25,128,588  25,128,588  26,048,294
  60       --         --        --         --      2,051,666  2,051,666  2,106,036  27,603,810  27,603,810  28,335,311
</TABLE>

ASSUMPTIONS:

(1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS HAVE BEEN
     MADE.

(2)  VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

(3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
     INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

(4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS
     BASED ON CASH VALUE ACCUMULATION TEST.

(5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.65% THROUGH POLICY YEAR 10,
     0.50% IN POLICY YEARS 11 THROUGH 26, 0.40% THEREAFTER.

(6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL PREMIUM
     PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   82


                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE PREFERRED NON-SMOKER ISSUE AGE 45
                    FEMALE PREFERRED NON-SMOKER ISSUE AGE 40
                             ANNUAL PREMIUM $9,500
                       $1,000,000 INITIAL DEATH BENEFIT:
                                                            OPTION A
                      VALUES--GUARANTEED COST OF INSURANCE

<TABLE>
<CAPTION>

                
         PREMIUM          0% HYPOTHETICAL                 6% HYPOTHETICAL                   12% HYPOTHETICAL
          PAID        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
          PLUS     ------------------------------  ------------------------------  ----------------------------------
POLICY  INTEREST     CASH      SURRENDER  DEATH      CASH      SURRENDER  DEATH      CASH        SURRENDER   DEATH   
 YEAR     AT 5%      VALUE     VALUE      BENEFIT    VALUE     VALUE      BENEFIT    VALUE       VALUE       BENEFIT 
- ------  ---------    -----     -----      -------    -----     -----      -------    -----       -----       ------- 
<S>     <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>         <C>
  1       9,975     8,656      8,656    1,000,000   9,197      9,197    1,000,000    9,739       9,739     1,000,000
  2      20,449     17,299    17,299    1,000,000   18,927    18,927    1,000,000    20,621      20,621    1,000,000
  3      31,446     25,751    25,751    1,000,000   29,026    29,026    1,000,000    32,569      32,569    1,000,000
  4      42,993     34,016    34,016    1,000,000   39,508    39,508    1,000,000    45,687      45,687    1,000,000
  5      55,118     42,099    42,099    1,000,000   50,388    50,388    1,000,000    60,089      60,089    1,000,000
  6      67,849     49,994    49,994    1,000,000   61,670    61,670    1,000,000    75,892      75,892    1,000,000
  7      81,217     57,676    57,676    1,000,000   73,342    73,342    1,000,000    93,204      93,204    1,000,000
  8      95,252     65,143    65,143    1,000,000   85,410    85,410    1,000,000   112,165     112,165    1,000,000
  9      109,990    72,391    72,391    1,000,000   97,881    97,881    1,000,000   132,930     132,930    1,000,000
  10     125,464    79,414    79,414    1,000,000  110,762    110,762   1,000,000   155,667     155,667    1,000,000
  11     141,713    86,205    86,205    1,000,000  124,056    124,056   1,000,000   180,560     180,560    1,000,000
  12     158,773    92,754    92,754    1,000,000  137,765    137,765   1,000,000   207,811     207,811    1,000,000
  13     176,687    99,050    99,050    1,000,000  151,893    151,893   1,000,000   237,642     237,642    1,000,000
  14     195,496   105,077    105,077   1,000,000  166,435    166,435   1,000,000   270,295     270,295    1,000,000
  15     215,246   110,819    110,819   1,000,000  181,391    181,391   1,000,000   306,038     306,038    1,000,000
  16     235,983   116,256    116,256   1,000,000  196,753    196,753   1,000,000   345,167     345,167    1,000,000
  17     257,758   121,363    121,363   1,000,000  212,516    212,516   1,000,000   387,999     387,999    1,042,203
  18     280,621   126,115    126,115   1,000,000  228,669    228,669   1,000,000   434,790     434,790    1,125,671
  19     304,627   130,482    130,482   1,000,000  245,202    245,202   1,000,000   485,850     485,850    1,212,729
  20     329,833   134,423    134,423   1,000,000  262,097    262,097   1,000,000   541,529     541,529    1,303,676
  21     356,300   137,891    137,891   1,000,000  279,328    279,328   1,000,000   602,196     602,196    1,398,721
  22     384,090   140,828    140,828   1,000,000  296,869    296,869   1,000,000   668,243     668,243    1,498,068
  23     413,269   143,155    143,155   1,000,000  314,672    314,672   1,000,000   740,070     740,070    1,601,956
  24     443,907   144,774    144,774   1,000,000  332,683    332,683   1,000,000   818,087     818,087    1,710,702
  25     476,078   145,567    145,567   1,000,000  350,834    350,834   1,000,000   902,714     902,714    1,824,565
  26     509,857   145,406    145,406   1,000,000  369,057    369,057   1,000,000   994,391     994,391    1,943,835
  27     545,325   144,085    144,085   1,000,000  387,230    387,230   1,000,000  1,093,503   1,093,503   2,068,689
  28     582,566   141,556    141,556   1,000,000  405,358    405,358   1,000,000  1,200,653   1,200,653   2,199,836
  29     621,669   137,583    137,583   1,000,000  423,324    423,324   1,000,000  1,316,285   1,316,285   2,337,327
  30     662,728   131,944    131,944   1,000,000  441,031    441,031   1,000,000  1,440,907   1,440,907   2,481,675
  31     705,839   124,371    124,371   1,000,000  458,371    458,371   1,000,000  1,575,038   1,575,038   2,633,148
  32     751,106   114,524    114,524   1,000,000  475,206    475,206   1,000,000  1,719,175   1,719,175   2,792,112
  33     798,636   101,949    101,949   1,000,000  491,358    491,358   1,000,000  1,873,771   1,873,771   2,958,872
  34     848,543    86,090    86,090    1,000,000  506,615    506,615   1,000,000  2,039,247   2,039,247   3,133,915
  35     900,945    66,262    66,262    1,000,000  520,734    520,734   1,000,000  2,216,001   2,216,001   3,317,575
  36     955,967    41,639    41,639    1,000,000  533,439    533,439   1,000,000  2,404,417   2,404,417   3,510,449
  37    1,013,741   11,247    11,247    1,000,000  544,431    544,431   1,000,000  2,604,917   2,604,917   3,713,048
  38    1,074,403     0          0          0      553,373    553,373   1,000,000  2,817,973   2,817,973   3,925,999
  39       --         --        --         --      559,875    559,875   1,000,000  3,044,115   3,044,115   4,150,043
</TABLE>

<PAGE>   83

<TABLE>



  <S>      <C>        <C>       <C>        <C>     <C>        <C>       <C>        <C>         <C>         <C>
  40       --         --        --         --      563,454    563,454   1,000,000  3,283,932   3,283,932   4,385,692
  41       --         --        --         --      563,467    563,467   1,000,000  3,537,988   3,537,988   4,633,703
  42       --         --        --         --      559,053    559,053   1,000,000  3,806,851   3,806,851   4,894,468
  43       --         --        --         --      549,019    549,019   1,000,000  4,091,022   4,091,022   5,168,598
  44       --         --        --         --      531,730    531,730   1,000,000  4,390,960   4,390,960   5,457,085
  45       --         --        --         --      505,026    505,026   1,000,000  4,707,354   4,707,354   5,760,860
  46       --         --        --         --      465,879    465,879   1,000,000  5,041,039   5,041,039   6,080,502
  47       --         --        --         --      410,088    410,088   1,000,000  5,393,105   5,393,105   6,417,795
  48       --         --        --         --      331,489    331,489   1,000,000  5,764,733   5,764,733   6,773,561
  49       --         --        --         --      221,072    221,072   1,000,000  6,157,616   6,157,616   7,148,377
  50       --         --        --         --       64,782    64,782    1,000,000  6,573,251   6,573,251   7,543,463
  51       --         --        --         --         0          0          0      7,013,218   7,013,218   7,960,003
  52       --         --        --         --         --        --         --      7,479,054   7,479,054   8,398,230
  53       --         --        --         --         --        --         --      7,972,249   7,972,249   8,858,763
  54       --         --        --         --         --        --         --      8,495,269   8,495,269   9,343,946
  55       --         --        --         --         --        --         --      9,055,353   9,055,353   9,859,469
  56       --         --        --         --         --        --         --      9,667,065   9,667,065   10,413,362
  57       --         --        --         --         --        --         --      10,316,388  10,316,388  10,970,447
  58       --         --        --         --         --        --         --      10,989,052  10,989,052  11,531,911
  59       --         --        --         --         --        --         --      11,669,078  11,669,078  12,096,166
  60       --         --        --         --         --        --         --      12,516,358  12,516,358  12,848,042
</TABLE>

ASSUMPTIONS:

(1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS HAVE BEEN
     MADE.

(2)  VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

(3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
     INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

(4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS
     BASED ON CASH VALUE ACCUMULATION TEST.

(5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.90% IN ALL POLICY YEARS.

(6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL PREMIUM
     PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   84

                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE PREFERRED NON-SMOKER ISSUE AGE 45
                    FEMALE PREFERRED NON-SMOKER ISSUE AGE 40
                             ANNUAL PREMIUM $9,500
                       $1,000,000 INITIAL DEATH BENEFIT:
                                                          OPTION A
                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
<S>     <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>
         PREMIUM
          PAID            0% HYPOTHETICAL                  6% HYPOTHETICAL                   12% HYPOTHETICAL
          PLUS        GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                   ------------------------------  -------------------------------  ----------------------------------
POLICY  INTEREST    CASH     SURRENDER  DEATH       CASH      SURRENDER  DEATH       CASH       SURRENDER   DEATH
 YEAR     AT 5%     VALUE    VALUE      BENEFIT     VALUE     VALUE      BENEFIT     VALUE      VALUE       BENEFIT
- ------  ---------  ------    -----      -------     -----     -----      -------     -----      -----       -------
  1       9,975     8,698      8,698    1,000,000    9,240      9,240    1,000,000    9,782       9,782     1,000,000
  2      20,449     17,404    17,404    1,000,000   19,038     19,038    1,000,000    20,737      20,737    1,000,000
  3      31,446     25,939    25,939    1,000,000   29,231     29,231    1,000,000    32,791      32,791    1,000,000
  4      42,993     34,307    34,307    1,000,000   39,836     39,836    1,000,000    46,055      46,055    1,000,000
  5      55,118     42,511    42,511    1,000,000   50,870     50,870    1,000,000    60,652      60,652    1,000,000
  6      67,849     50,554    50,554    1,000,000   62,349     62,349    1,000,000    76,714      76,714    1,000,000
  7      81,217     58,433    58,433    1,000,000   74,286     74,286    1,000,000    94,382      94,382    1,000,000
  8      95,252     66,135    66,135    1,000,000   86,682     86,682    1,000,000   113,801     113,801    1,000,000
  9      109,990    73,665    73,665    1,000,000   99,558     99,558    1,000,000   135,150     135,150    1,000,000
  10     125,464    81,028    81,028    1,000,000   112,936    112,936   1,000,000   158,624     158,624    1,000,000
  11     141,713    88,368    88,368    1,000,000   127,023    127,023   1,000,000   184,695     184,695    1,000,000
  12     158,773    95,576    95,576    1,000,000   141,702    141,702   1,000,000   213,425     213,425    1,000,000
  13     176,687   102,653    102,653   1,000,000   156,998    156,998   1,000,000   245,086     245,086    1,000,000
  14     195,496   109,603    109,603   1,000,000   172,936    172,936   1,000,000   279,976     279,976    1,000,000
  15     215,246   116,428    116,428   1,000,000   189,543    189,543   1,000,000   318,426     318,426    1,000,000
  16     235,983   123,130    123,130   1,000,000   206,848    206,848   1,000,000   360,799     360,799    1,000,000
  17     257,758   129,669    129,669   1,000,000   224,839    224,839   1,000,000   407,461     407,461    1,000,000
  18     280,621   136,035    136,035   1,000,000   243,539    243,539   1,000,000   458,849     458,849    1,000,000
  19     304,627   142,223    142,223   1,000,000   262,967    262,967   1,000,000   515,444     515,444    1,000,000
  20     329,833   148,223    148,223   1,000,000   283,147    283,147   1,000,000   577,780     577,780    1,000,000
  21     356,300   154,025    154,025   1,000,000   304,102    304,102   1,000,000   646,451     646,451    1,000,000
  22     384,090   159,617    159,617   1,000,000   325,855    325,855   1,000,000   722,113     722,113    1,000,000
  23     413,269   164,991    164,991   1,000,000   348,437    348,437   1,000,000   805,501     805,501    1,014,932
  24     443,907   170,135    170,135   1,000,000   371,873    371,873   1,000,000   897,372     897,372    1,112,742
  25     476,078   175,032    175,032   1,000,000   396,194    396,194   1,000,000   998,549     998,549    1,218,230
  26     509,857   179,666    179,666   1,000,000   421,428    421,428   1,000,000  1,109,975   1,109,975   1,331,970
  27     545,325   184,180    184,180   1,000,000   448,021    448,021   1,000,000  1,233,779   1,233,779   1,468,197
  28     582,566   188,337    188,337   1,000,000   475,605    475,605   1,000,000  1,370,202   1,370,202   1,616,839
  29     621,669   192,086    192,086   1,000,000   504,207    504,207   1,000,000  1,520,516   1,520,516   1,779,004
  30     662,728   195,371    195,371   1,000,000   533,857    533,857   1,000,000  1,686,118   1,686,118   1,955,897
  31     705,839   198,117    198,117   1,000,000   564,585    564,585   1,000,000  1,868,541   1,868,541   2,148,823
  32     751,106   200,287    200,287   1,000,000   596,457    596,457   1,000,000  2,069,581   2,069,581   2,338,626
  33     798,636   201,822    201,822   1,000,000   629,536    629,536   1,000,000  2,291,173   2,291,173   2,543,202
  34     848,543   202,628    202,628   1,000,000   663,886    663,886   1,000,000  2,535,470   2,535,470   2,763,662
  35     900,945   202,594    202,594   1,000,000   699,583    699,583   1,000,000  2,804,876   2,804,876   3,001,217
  36     955,967   201,588    201,588   1,000,000   736,721    736,721   1,000,000  3,102,091   3,102,091   3,257,196
  37    1,013,741  199,463    199,463   1,000,000   775,422    775,422   1,000,000  3,429,498   3,429,498   3,600,973
  38    1,074,403  196,091    196,091   1,000,000   815,848    815,848   1,000,000  3,790,108   3,790,108   3,979,614
</TABLE>
<PAGE>   85
<TABLE>



  <S>   <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>         <C>         <C>
  39    1,138,098  191,295    191,295   1,000,000   858,192    858,192   1,000,000  4,187,215   4,187,215   4,396,576
  40    1,204,978  184,867    184,867   1,000,000   902,690    902,690   1,000,000  4,624,419   4,624,419   4,855,640
  41    1,275,202  176,585    176,585   1,000,000   949,641    949,641   1,000,000  5,105,660   5,105,660   5,360,943
  42    1,348,937  166,206    166,206   1,000,000   998,882    998,882   1,048,826  5,635,249   5,635,249   5,917,001
  43    1,426,359  153,096    153,096   1,000,000  1,050,019  1,050,019  1,102,520  6,217,765   6,217,765   6,528,653
  44    1,507,651  136,969    136,969   1,000,000  1,103,105  1,103,105  1,158,260  6,858,326   6,858,326   7,201,243
  45    1,593,009  117,026    117,026   1,000,000  1,158,160  1,158,160  1,216,068  7,562,325   7,562,325   7,940,441
  46    1,682,635   92,723    92,723    1,000,000  1,215,223  1,215,223  1,275,984  8,335,739   8,335,739   8,752,526
  47    1,776,741   63,243    63,243    1,000,000  1,274,317  1,274,317  1,338,032  9,184,980   9,184,980   9,644,229
  48    1,875,553   27,577    27,577    1,000,000  1,335,456  1,335,456  1,402,229  10,116,954  10,116,954  10,622,802
  49    1,979,306     0          0          0      1,398,649  1,398,649  1,468,581  11,139,098  11,139,098  11,696,053
  50       --         --        --         --      1,463,890  1,463,890  1,537,085  12,259,385  12,259,385  12,872,354
  51       --         --        --         --      1,531,165  1,531,165  1,607,723  13,486,349  13,486,349  14,160,667
  52       --         --        --         --      1,601,555  1,601,555  1,665,617  14,839,372  14,839,372  15,432,947
  53       --         --        --         --      1,677,136  1,677,136  1,727,450  16,349,596  16,349,596  16,840,084
  54       --         --        --         --      1,757,030  1,757,030  1,792,171  18,024,772  18,024,772  18,385,268
  55       --         --        --         --      1,841,967  1,841,967  1,860,386  19,888,808  19,888,808  20,087,697
  56       --         --        --         --      1,932,202  1,932,202  1,932,202  21,963,375  21,963,375  21,963,375
  57       --         --        --         --      2,026,390  2,026,390  2,026,390  24,253,282  24,253,282  24,253,282
  58       --         --        --         --      2,124,703  2,124,703  2,124,703  26,780,880  26,780,880  26,780,880
  59       --         --        --         --      2,227,322  2,227,322  2,227,322  29,570,844  29,570,844  29,570,844
  60       --         --        --         --      2,334,436  2,334,436  2,334,436  32,650,406  32,650,406  32,650,406
</TABLE>

ASSUMPTIONS:

(1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS HAVE BEEN
     MADE.

(2)  VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

(3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
     INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

(4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS BASED
     ON GUIDELINE PREMIUM TEST.

(5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.65% THROUGH POLICY YEAR 10,
     0.50% IN POLICY YEARS 11 THROUGH 26, 0.40% THEREAFTER.

(6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL PREMIUM
     PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   86


                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE PREFERRED NON-SMOKER ISSUE AGE 45
                    FEMALE PREFERRED NON-SMOKER ISSUE AGE 40
                             ANNUAL PREMIUM $9,500
                       $1,000,000 INITIAL DEATH BENEFIT:
                                                         OPTION A
                      VALUES--GUARANTEED COST OF INSURANCE



<TABLE>
<CAPTION>
         PREMIUM           0% HYPOTHETICAL                 6% HYPOTHETICAL                 12% HYPOTHETICAL
          PAID        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
          PLUS      ------------------------------  ------------------------------  -------------------------------
POLICY  INTEREST   CASH      SURRENDER  DEATH      CASH      SURRENDER  DEATH      CASH       SURRENDER  DEATH
 YEAR     AT 5%    VALUE     VALUE      BENEFIT    VALUE     VALUE      BENEFIT    VALUE      VALUE      BENEFIT
- ------  ---------  -----     -----      -------    -----     -----      -------    -----      -----      -------
<S>     <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>
  1       9,975     8,656      8,656    1,000,000   9,197      9,197    1,000,000    9,739      9,739    1,000,000
  2      20,449     17,299    17,299    1,000,000   18,927    18,927    1,000,000   20,621     20,621    1,000,000
  3      31,446     25,751    25,751    1,000,000   29,026    29,026    1,000,000   32,569     32,569    1,000,000
  4      42,993     34,016    34,016    1,000,000   39,508    39,508    1,000,000   45,687     45,687    1,000,000
  5      55,118     42,099    42,099    1,000,000   50,388    50,388    1,000,000   60,089     60,089    1,000,000
  6      67,849     49,994    49,994    1,000,000   61,670    61,670    1,000,000   75,892     75,892    1,000,000
  7      81,217     57,676    57,676    1,000,000   73,342    73,342    1,000,000   93,204     93,204    1,000,000
  8      95,252     65,143    65,143    1,000,000   85,410    85,410    1,000,000   112,165    112,165   1,000,000
  9      109,990    72,391    72,391    1,000,000   97,881    97,881    1,000,000   132,930    132,930   1,000,000
  10     125,464    79,414    79,414    1,000,000  110,762    110,762   1,000,000   155,667    155,667   1,000,000
  11     141,713    86,205    86,205    1,000,000  124,056    124,056   1,000,000   180,560    180,560   1,000,000
  12     158,773    92,754    92,754    1,000,000  137,765    137,765   1,000,000   207,811    207,811   1,000,000
  13     176,687    99,050    99,050    1,000,000  151,893    151,893   1,000,000   237,642    237,642   1,000,000
  14     195,496   105,077    105,077   1,000,000  166,435    166,435   1,000,000   270,295    270,295   1,000,000
  15     215,246   110,819    110,819   1,000,000  181,391    181,391   1,000,000   306,038    306,038   1,000,000
  16     235,983   116,256    116,256   1,000,000  196,753    196,753   1,000,000   345,167    345,167   1,000,000
  17     257,758   121,363    121,363   1,000,000  212,516    212,516   1,000,000   388,010    388,010   1,000,000
  18     280,621   126,115    126,115   1,000,000  228,669    228,669   1,000,000   434,934    434,934   1,000,000
  19     304,627   130,482    130,482   1,000,000  245,202    245,202   1,000,000   486,348    486,348   1,000,000
  20     329,833   134,423    134,423   1,000,000  262,097    262,097   1,000,000   542,708    542,708   1,000,000
  21     356,300   137,891    137,891   1,000,000  279,328    279,328   1,000,000   604,525    604,525   1,000,000
  22     384,090   140,828    140,828   1,000,000  296,869    296,869   1,000,000   672,382    672,382   1,000,000
  23     413,269   143,155    143,155   1,000,000  314,672    314,672   1,000,000   746,937    746,937   1,000,000
  24     443,907   144,774    144,774   1,000,000  332,683    332,683   1,000,000   828,934    828,934   1,027,879
  25     476,078   145,567    145,567   1,000,000  350,834    350,834   1,000,000   918,879    918,879   1,121,032
  26     509,857   145,406    145,406   1,000,000  369,057    369,057   1,000,000  1,017,389  1,017,389  1,220,866
  27     545,325   144,085    144,085   1,000,000  387,230    387,230   1,000,000  1,125,170  1,125,170  1,338,953
  28     582,566   141,556    141,556   1,000,000  405,358    405,358   1,000,000  1,243,091  1,243,091  1,466,848
  29     621,669   137,583    137,583   1,000,000  423,324    423,324   1,000,000  1,372,054  1,372,054  1,605,303
  30     662,728   131,944    131,944   1,000,000  441,031    441,031   1,000,000  1,513,052  1,513,052  1,755,141
  31     705,839   124,371    124,371   1,000,000  458,371    458,371   1,000,000  1,667,170  1,667,170  1,917,245
  32     751,106   114,524    114,524   1,000,000  475,206    475,206   1,000,000  1,835,922  1,835,922  2,074,592
  33     798,636   101,949    101,949   1,000,000  491,358    491,358   1,000,000  2,020,809  2,020,809  2,243,098
  34     848,543    86,090    86,090    1,000,000  506,615    506,615   1,000,000  2,223,557  2,223,557  2,423,677
  35     900,945    66,262    66,262    1,000,000  520,734    520,734   1,000,000  2,446,173  2,446,173  2,617,405
  36     955,967    41,639    41,639    1,000,000  533,439    533,439   1,000,000  2,691,036  2,691,036  2,825,588
  37    1,013,741   11,247    11,247    1,000,000  544,431    544,431   1,000,000  2,958,612  2,958,612  3,106,543
</TABLE>

<PAGE>   87
<TABLE>
<S>  <C>        <C>  <C>  <C>  <C>      <C>      <C>        <C>         <C>         <C>
38   1,074,403   0    0    0   553,373  553,373  1,000,000  3,250,817   3,250,817   3,413,357
39      --      --   --   --   559,875  559,875  1,000,000  3,569,690   3,569,690   3,748,175
40      --      --   --   --   563,454  563,454  1,000,000  3,917,400   3,917,400   4,113,270
41      --      --   --   --   563,467  563,467  1,000,000  4,296,220   4,296,220   4,511,031
42      --      --   --   --   559,053  559,053  1,000,000  4,708,526   4,708,526   4,943,952
43      --      --   --   --   549,019  549,019  1,000,000  5,156,762   5,156,762   5,414,600
44      --      --   --   --   531,730  531,730  1,000,000  5,643,430   5,643,430   5,925,602
45      --      --   --   --   505,026  505,026  1,000,000  6,171,134   6,171,134   6,479,691
46      --      --   --   --   465,879  465,879  1,000,000  6,742,523   6,742,523   7,079,649
47      --      --   --   --   410,088  410,088  1,000,000  7,360,342   7,360,342   7,728,359
48      --      --   --   --   331,489  331,489  1,000,000  8,027,309   8,027,309   8,428,675
49      --      --   --   --   221,072  221,072  1,000,000  8,746,163   8,746,163   9,183,471
50      --      --   --   --   64,782   64,782   1,000,000  9,519,325   9,519,325   9,995,291
51      --      --   --   --      0        0         0      10,348,837  10,348,837  10,866,279
52      --      --   --   --     --       --        --      11,264,214  11,264,214  11,714,783
53      --      --   --   --     --       --        --      12,280,251  12,280,251  12,648,658
54      --      --   --   --     --       --        --      13,416,547  13,416,547  13,684,878
55      --      --   --   --     --       --        --      14,699,559  14,699,559  14,846,554
56      --      --   --   --     --       --        --      16,147,229  16,147,229  16,147,229
57      --      --   --   --     --       --        --      17,736,481  17,736,481  17,736,481
58      --      --   --   --     --       --        --      19,481,162  19,481,162  19,481,162
59      --      --   --   --     --       --        --      21,396,472  21,396,472  21,396,472
60      --      --   --   --     --       --        --      23,499,101  23,499,101  23,499,101
</TABLE>

ASSUMPTIONS:

(1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS HAVE BEEN
     MADE.

(2)  VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

(3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
     INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

(4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS
     BASED ON GUIDELINE PREMIUM TEST.

(5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.90% IN ALL POLICY YEARS.

(6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL PREMIUM
     PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   88

                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE PREFERRED NON-SMOKER ISSUE AGE 65
                    FEMALE PREFERRED NON-SMOKER ISSUE AGE 60
                             ANNUAL PREMIUM $50,000
                       $2,000,000 INITIAL DEATH BENEFIT:
                                                          OPTION A
                       VALUES--CURRENT COST OF INSURANCE

<TABLE>
<CAPTION>
       PREMIUM
        PAID            0% HYPOTHETICAL                 6% HYPOTHETICAL                   12% HYPOTHETICAL
        PLUS        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                 -----------------------------  -------------------------------  ----------------------------------
POL   INTEREST    CASH     SUR.      DEATH       CASH      SURRENDER  DEATH       CASH       SURRENDER   DEATH
YEAR    AT 5%     VALUE    VALUE     BENEFIT     VALUE     VALUE      BENEFIT     VALUE      VALUE       BENEFIT
- ----  ---------   -----    -----     -------     -----     -----      -------     -----      -----       -------
<S>   <C>        <C>       <C>       <C>        <C>        <C>        <C>        <C>         <C>         <C>
 1     52,500     47,115    47,115   2,000,000   50,011     50,011    2,000,000    52,907      52,907    2,000,000
 2     107,625    93,627    93,627   2,000,000   102,373    102,373   2,000,000   111,468     111,468    2,000,000
 3     165,506   139,039   139,039   2,000,000   156,665    156,665   2,000,000   175,725     175,725    2,000,000
 4     226,282   183,184   183,184   2,000,000   212,781    212,781   2,000,000   246,074     246,074    2,000,000
 5     290,096   226,158   226,158   2,000,000   270,903    270,903   2,000,000   323,285     323,285    2,000,000
 6     357,100   267,619   267,619   2,000,000   330,755    330,755   2,000,000   407,701     407,701    2,000,000
 7     427,455   307,281   307,281   2,000,000   392,125    392,125   2,000,000   499,823     499,823    2,000,000
 8     501,328   345,439   345,439   2,000,000   455,375    455,375   2,000,000   600,789     600,789    2,000,000
 9     578,895   382,065   382,065   2,000,000   520,574    520,574   2,000,000   711,570     711,570    2,000,000
 10    660,339   417,784   417,784   2,000,000   588,583    588,583   2,000,000   834,219     834,219    2,000,000
 11    745,856   452,042   452,042   2,000,000   658,915    658,915   2,000,000   969,344     969,344    2,000,000
 12    835,649   485,492   485,492   2,000,000   732,297    732,297   2,000,000  1,118,882   1,118,882   2,000,000
 13    929,932   518,249   518,249   2,000,000   808,991    808,991   2,000,000  1,284,509   1,284,509   2,053,673
 14   1,026,928  550,608   550,608   2,000,000   889,414    889,414   2,000,000  1,467,399   1,467,399   2,279,017
 15   1,132,875  582,598   582,598   2,000,000   973,767    973,767   2,000,000  1,669,080   1,669,080   2,520,979
 16   1,242,018  612,999   612,999   2,000,000  1,061,363  1,061,363  2,000,000  1,890,720   1,890,720   2,780,682
 17   1,356,619  641,251   641,251   2,000,000  1,152,105  1,152,105  2,000,000  2,133,900   2,133,900   3,060,012
 18   1,476,950  667,205   667,205   2,000,000  1,246,259  1,246,259  2,000,000  2,400,598   2,400,598   3,360,598
 19   1,603,298  690,659   690,659   2,000,000  1,344,144  1,344,144  2,000,000  2,692,942   2,692,942   3,685,022
 20   1,735,963  711,383   711,383   2,000,000  1,446,169  1,446,169  2,000,000  3,013,233   3,013,233   4,035,924
 21   1,875,261  729,139   729,139   2,000,000  1,552,756  1,552,756  2,037,992  3,364,002   3,364,002   4,415,252
 22   2,021,524  743,679   743,679   2,000,000  1,663,060  1,663,060  2,141,522  3,748,018   3,748,018   4,826,323
 23   2,175,100  754,268   754,268   2,000,000  1,776,819  1,776,819  2,247,321  4,167,908   4,167,908   5,271,570
 24   2,336,355  760,643   760,643   2,000,000  1,894,142  1,894,142  2,355,745  4,626,980   4,626,980   5,754,575
 25   2,505,673  761,896   761,896   2,000,000  2,014,930  2,014,930  2,466,879  5,128,312   5,128,312   6,278,592
 26   2,683,456  757,487   757,487   2,000,000  2,139,261  2,139,261  2,581,019  5,675,669   5,675,669   6,847,694
 27   2,870,129  746,560   746,560   2,000,000  2,267,168  2,267,168  2,697,930  6,273,021   6,273,021   7,464,895
 28   3,066,136  728,070   728,070   2,000,000  2,398,686  2,398,686  2,817,976  6,924,665   6,924,665   8,135,097
 29   3,271,942  700,747   700,747   2,000,000  2,533,878  2,533,878  2,941,072  7,635,345   7,635,345   8,862,345
 30   3,488,039  662,994   662,994   2,000,000  2,672,872  2,672,872  3,066,586  8,410,403   8,410,403   9,649,256
 31   3,714,941  612,809   612,809   2,000,000  2,815,842  2,815,842  3,194,854  9,255,799   9,255,799   10,501,630
 32   3,953,189  544,980   544,980   2,000,000  2,962,361  2,962,361  3,325,250  10,175,979  10,175,979  11,422,536
 33   4,203,348  455,435   455,435   2,000,000  3,112,740  3,112,740  3,457,943  11,178,215  11,178,215  12,417,879
 34   4,466,015  339,132   339,132   2,000,000  3,267,496  3,267,496  3,593,265  12,271,262  12,271,262  13,494,707
 35   4,741,816  189,871   189,871   2,000,000  3,427,439  3,427,439  3,731,453  13,465,947  13,465,947  14,660,376
 36   5,031,407     --        --        --      3,593,763  3,593,763  3,871,201  14,775,907  14,775,907  15,916,608
 37      --         --        --        --      3,767,954  3,767,954  4,006,843  16,217,734  16,217,734  17,245,938
 38      --         --        --        --      3,952,475  3,952,475  4,147,728  17,814,531  17,814,531  18,694,569
 39      --         --        --        --      4,149,210  4,149,210  4,301,071  19,589,924  19,589,924  20,306,915
 40      --         --        --        --      4,358,813  4,358,813  4,474,322  21,564,553  21,564,553  22,136,013
</TABLE>


<PAGE>   89


ASSUMPTIONS:

     (1) BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS HAVE BEEN
         MADE.

     (2) VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

     (3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS
         BASED ON CASH VALUE ACCUMULATION TEST.

     (5) THE MORTALITY AND EXPENSE RISK CHARGE IS 0.65% THROUGH POLICY
         YEAR 2, 0.50% IN POLICY YEARS 3 THROUGH 5, 0.40% IN POLICY YEARS 6
         THROUGH 10, AND 0.30% THEREAFTER.

     (6) ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL PREMIUM
         PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   90


                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE PREFERRED NON-SMOKER ISSUE AGE 65
                    FEMALE PREFERRED NON-SMOKER ISSUE AGE 60
                             ANNUAL PREMIUM $50,000
                       $2,000,000 INITIAL DEATH BENEFIT:
                                                           OPTION A
                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
                
         PREMIUM          0% HYPOTHETICAL                 6% HYPOTHETICAL                   12% HYPOTHETICAL
          PAID        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
          PLUS     ------------------------------  ------------------------------  ----------------------------------
POLICY  INTEREST   CASH      SURRENDER  DEATH      CASH      SURRENDER  DEATH      CASH        SURRENDER   DEATH
 YEAR     AT 5%    VALUE     VALUE      BENEFIT    VALUE     VALUE      BENEFIT    VALUE       VALUE       BENEFIT
- ------  ---------  -----     -----      -------    -----     -----      -------    -----       -----       -------
<S>     <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>         <C>
  1      52,500     46,840    46,840    2,000,000   49,731    49,731    2,000,000    52,623      52,623    2,000,000
  2      107,625    92,046    92,046    2,000,000  100,732    100,732   2,000,000   109,766     109,766    2,000,000
  3      165,506   135,330    135,330   2,000,000  152,722    152,722   2,000,000   171,542     171,542    2,000,000
  4      226,282   176,548    176,548   2,000,000  205,563    205,563   2,000,000   238,240     238,240    2,000,000
  5      290,096   215,523    215,523   2,000,000  259,082    259,082   2,000,000   310,165     310,165    2,000,000
  6      357,100   252,055    252,055   2,000,000  313,087    313,087   2,000,000   387,657     387,657    2,000,000
  7      427,455   285,846    285,846   2,000,000  367,295    367,295   2,000,000   471,042     471,042    2,000,000
  8      501,328   316,772    316,772   2,000,000  421,603    421,603   2,000,000   560,905     560,905    2,000,000
  9      578,895   344,508    344,508   2,000,000  475,731    475,731   2,000,000   657,777     657,777    2,000,000
  10     660,339   368,734    368,734   2,000,000  529,423    529,423   2,000,000   762,361     762,361    2,000,000
  11     745,856   389,071    389,071   2,000,000  582,397    582,397   2,000,000   875,523     875,523    2,000,000
  12     835,649   405,038    405,038   2,000,000  634,314    634,314   2,000,000   998,325     998,325    2,000,000
  13     929,932   416,004    416,004   2,000,000  684,750    684,750   2,000,000  1,132,089   1,132,089   2,000,000
  14    1,028,928  421,190    421,190   2,000,000  733,216    733,216   2,000,000  1,278,534   1,278,534   2,000,000
  15    1,132,875  419,652    419,652   2,000,000  779,163    779,163   2,000,000  1,437,785   1,437,785   2,171,630
  16    1,242,018  410,262    410,262   2,000,000  821,989    821,989   2,000,000  1,608,180   1,608,180   2,365,151
  17    1,356,619  391,710    391,710   2,000,000  861,068    861,068   2,000,000  1,790,121   1,790,121   2,567,033
  18    1,476,950  362,443    362,443   2,000,000  895,729    895,729   2,000,000  1,984,049   1,984,049   2,777,471
  19    1,603,298  320,587    320,587   2,000,000  925,221    925,221   2,000,000  2,190,445   2,190,445   2,997,405
  20    1,735,963  263,785    263,785   2,000,000  948,644    948,644   2,000,000  2,409,813   2,409,813   3,227,704
  21    1,875,261  188,932    188,932   2,000,000  964,814    964,814   2,000,000  2,642,687   2,642,687   3,468,526
  22    2,021,524   91,895    91,895    2,000,000  972,155    972,155   2,000,000  2,889,575   2,889,575   3,720,906
  23    2,175,100     --        --         --      968,481    968,481   2,000,000  3,150,954   3,150,954   3,985,327
  24       --         --        --         --      950,811    950,811   2,000,000  3,427,294   3,427,294   4,262,526
  25       --         --        --         --      915,253    915,253   2,000,000  3,719,249   3,719,249   4,553,476
  26       --         --        --         --      856,348    856,348   2,000,000  4,027,541   4,027,541   4,859,228
  27       --         --        --         --      766,545    766,545   2,000,000  4,353,250   4,353,250   5,180,368
  28       --         --        --         --      634,713    634,713   2,000,000  4,697,455   4,697,455   5,518,570
  29       --         --        --         --      444,564    444,564   2,000,000  5,061,543   5,061,543   5,874,933
  30       --         --        --         --      170,522    170,522   2,000,000  5,446,983   5,446,983   6,249,323
  31       --         --        --         --         --        --         --      5,855,243   5,855,243   6,643,358
  32       --         --        --         --         --        --         --      6,287,596   6,287,596   7,057,827
  33       --         --        --         --         --        --         --      6,745,180   6,745,180   7,493,221
  34       --         --        --         --         --        --         --      7,230,145   7,230,145   7,950,990
  35       --         --        --         --         --        --         --      7,749,148   7,749,148   8,436,497
  36       --         --        --         --         --        --         --      8,315,927   8,315,927   8,957,917
  37       --         --        --         --         --        --         --      8,917,745   8,917,745   9,483,130
  38       --         --        --         --         --        --         --      9,542,343   9,542,343   10,013,735
  39       --         --        --         --         --        --         --      10,175,804  10,175,804  10,548,238
  40       --         --        --         --         --        --         --      10,958,019  10,958,019  11,248,406
</TABLE>

<PAGE>   91

ASSUMPTIONS:

     (1) BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS HAVE BEEN
         MADE.

     (2) VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

     (3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

     (4) DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS
         BASED ON CASH VALUE ACCUMULATION TEST.

     (5) THE MORTALITY AND EXPENSE RISK CHARGE IS 0.90% IN ALL POLICY
         YEARS.

     (6) ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL PREMIUM
         PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   92


                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE PREFERRED NON-SMOKER ISSUE AGE 65
                    FEMALE PREFERRED NON-SMOKER ISSUE AGE 60
                             ANNUAL PREMIUM $50,000
                       $2,000,000 INITIAL DEATH BENEFIT:
                                                          OPTION A
                       VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>

                
         PREMIUM          0% HYPOTHETICAL                  6% HYPOTHETICAL                   12% HYPOTHETICAL
          PAID        GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
          PLUS     ------------------------------  -------------------------------  ----------------------------------
POLICY  INTEREST   CASH      SURRENDER  DEATH      CASH       SURRENDER  DEATH      CASH        SURRENDER   DEATH
 YEAR     AT 5%    VALUE     VALUE      BENEFIT    VALUE      VALUE      BENEFIT    VALUE       VALUE       BENEFIT
- ------  ---------  -----     -----      -------    -----      -----      -------    -----       -----       -------
<S>     <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>
  1      52,500     47,115    47,115    2,000,000   50,011     50,011    2,000,000    52,907      52,907    2,000,000
  2      107,625    93,627    93,627    2,000,000   102,373    102,373   2,000,000   111,468     111,468    2,000,000
  3      165,506   139,039    139,039   2,000,000   156,665    156,665   2,000,000   175,725     175,725    2,000,000
  4      226,282   183,184    183,184   2,000,000   212,781    212,781   2,000,000   246,074     246,074    2,000,000
  5      290,096   226,158    226,158   2,000,000   270,903    270,903   2,000,000   323,285     323,285    2,000,000
  6      357,100   267,619    267,619   2,000,000   330,755    330,755   2,000,000   407,701     407,701    2,000,000
  7      427,455   307,281    307,281   2,000,000   392,125    392,125   2,000,000   499,823     499,823    2,000,000
  8      501,328   345,439    345,439   2,000,000   455,375    455,375   2,000,000   600,789     600,789    2,000,000
  9      578,895   382,065    382,065   2,000,000   520,574    520,574   2,000,000   711,570     711,570    2,000,000
  10     660,339   417,784    417,784   2,000,000   588,583    588,583   2,000,000   834,219     834,219    2,000,000
  11     745,856   452,042    452,042   2,000,000   658,915    658,915   2,000,000   969,344     969,344    2,000,000
  12     835,649   485,492    485,492   2,000,000   732,297    732,297   2,000,000  1,118,882   1,118,882   2,000,000
  13     929,932   518,249    518,249   2,000,000   808,901    808,991   2,000,000  1,284,535   1,284,535   2,000,000
  14    1,028,928  550,608    550,608   2,000,000   889,414    889,414   2,000,000  1,468,259   1,468,259   2,000,000
  15    1,132,875  582,598    582,598   2,000,000   973,767    973,767   2,000,000  1,672,039   1,672,039   2,000,000
  16    1,242,018  612,999    612,999   2,000,000  1,061,363  1,061,363  2,000,000  1,897,877   1,897,877   2,000,000
  17    1,356,619  641,251    641,251   2,000,000  1,152,105  1,152,105  2,000,000  2,147,623   2,147,623   2,255,004
  18     147,950   667,205    667,205   2,000,000  1,246,259  1,246,259  2,000,000  2,423,020   2,423,020   2,544,171
  19    1,603,298  690,659    690,659   2,000,000  1,344,144  1,344,144  2,000,000  2,726,647   2,726,647   2,862,980
  20    1,735,963  711,383    711,383   2,000,000  1,446,169  1,446,169  2,000,000  3,061,326   3,061,326   3,214,393
  21    1,875,261  729,139    729,139   2,000,000  1,552,872  1,552,872  2,000,000  3,430,149   3,430,149   3,601,656
  22    2,021,524  743,679    743,679   2,000,000  1,664,937  1,664,937  2,000,000  3,836,497   3,836,497   4,028,322
  23    2,175,100  754,268    754,268   2,000,000  1,783,124  1,783,124  2,000,000  4,283,993   4,283,993   4,498,192
  24    2,336,355  760,643    760,643   2,000,000  1,908,596  1,908,596  2,004,026  4,776,658   4,776,658   5,015,491
  25    2,505,673  761,896    761,896   2,000,000  2,039,999  2,039,999  2,141,999  5,318,761   5,318,761   5,584,699
  26    2,683,456  757,487    757,487   2,000,000  2,176,490  2,176,490  2,285,315  5,915,014   5,915,014   6,210,765
  27    2,870,129  746,560    746,560   2,000,000  2,318,157  2,318,157  2,434,065  6,570,484   6,570,484   6,899,008
  28    3,066,136  728,070    728,070   2,000,000  2,465,070  2,465,070  2,588,324  7,290,636   7,290,636   7,655,168
  29    3,271,942  700,747    700,747   2,000,000  2,617,282  2,617,282  2,748,146  8,081,358   8,081,358   8,485,426
  30    3,488,039  662,994    662,994   2,000,000  2,774,822  2,774,822  2,913,563  8,948,969   8,948,969   9,396,417
  31    3,714,941  612,809    612,809   2,000,000  2,937,693  2,937,693  3,084,577  9,900,241   9,900,241   10,395,253
  32    3,953,189  544,980    544,980   2,000,000  3,107,976  3,107,976  3,232,295  10,949,822  10,949,822  11,387,815
  33    4,203,348  455,435    455,435   2,000,000  3,286,673  3,286,673  3,385,273  12,110,425  12,110,425  12,473,738
  34    4,466,015  339,132    339,132   2,000,000  3,475,054  3,475,054  3,544,555  13,397,295  13,397,295  13,665,240
  35    4,741,816  189,871    189,871   2,000,000  3,674,680  3,674,680  3,711,426  14,828,715  14,828,715  14,977,002
  36    5,031,407     --        --         --      3,886,193  3,886,193  3,886,193  16,421,407  16,421,407  16,421,407
  37       --         --        --         --      4,106,972  4,106,972  4,106,972  18,179,420  18,179,420  18,179,420
  38       --         --        --         --      4,337,420  4,337,420  4,337,420  20,119,914  20,119,914  20,119,914
  39       --         --        --         --      4,577,962  4,577,962  4,577,962  22,261,832  22,261,832  22,261,832
  40       --         --        --         --      4,829,039  4,829,039  4,829,039  24,626,082  24,626,082  24,626,082
</TABLE>


<PAGE>   93


ASSUMPTIONS:

     (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS HAVE BEEN
          MADE.

     (2)  VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

     (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
          INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

     (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS
          BASED ON GUIDELINE PREMIUM TEST.

     (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.65% THROUGH POLICY YEAR 2,
          0.50% IN POLICY YEARS 3 THROUGH 5, 0.40% IN POLICY YEARS 6 THROUGH 
          10, AND 0.30% THEREAFTER.

     (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL PREMIUM
          PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>   94


                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE PREFERRED NON-SMOKER ISSUE AGE 65
                    FEMALE PREFERRED NON-SMOKER ISSUE AGE 60
                             ANNUAL PREMIUM $50,000
                       $2,000,000 INITIAL DEATH BENEFIT:
                                                           OPTION A
                      VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
                
         PREMIUM          0% HYPOTHETICAL                 6% HYPOTHETICAL                   12% HYPOTHETICAL
          PAID        GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
          PLUS     ------------------------------  ------------------------------  ----------------------------------
POLICY  INTEREST   CASH      SURRENDER  DEATH      CASH      SURRENDER  DEATH      CASH        SURRENDER   DEATH
 YEAR     AT 5%    VALUE     VALUE      BENEFIT    VALUE     VALUE      BENEFIT    VALUE       VALUE       BENEFIT
- ------  ---------  -----     -----      -------    -----     -----      -------    -----       -----       -------
<S>     <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>         <C>
  1      52,500     46,840    46,840    2,000,000   49,731    49,731    2,000,000    52,623      52,623    2,000,000
  2      107,625    92,046    92,046    2,000,000  100,732    100,732   2,000,000   109,766     109,766    2,000,000
  3      165,506   135,330    135,330   2,000,000  152,722    152,722   2,000,000   171,542     171,542    2,000,000
  4      226,282   176,548    176,548   2,000,000  205,563    205,563   2,000,000   238,240     238,240    2,000,000
  5      290,096   215,523    215,523   2,000,000  259,082    259,082   2,000,000   310,165     310,165    2,000,000
  6      357,100   252,055    252,055   2,000,000  313,087    313,087   2,000,000   387,657     387,657    2,000,000
  7      427,455   285,846    285,846   2,000,000  367,295    367,295   2,000,000   471,042     471,042    2,000,000
  8      501,328   316,772    316,772   2,000,000  421,603    421,603   2,000,000   560,905     560,905    2,000,000
  9      578,895   344,508    344,508   2,000,000  475,731    475,731   2,000,000   657,777     657,777    2,000,000
  10     660,339   368,734    368,734   2,000,000  529,423    529,423   2,000,000   762,361     762,361    2,000,000
  11     745,856   389,071    389,071   2,000,000  582,397    582,397   2,000,000   875,523     875,523    2,000,000
  12     835,649   405,038    405,038   2,000,000  634,314    634,314   2,000,000   998,325     998,325    2,000,000
  13     929,932   416,004    416,004   2,000,000  684,750    684,750   2,000,000  1,132,089   1,132,089   2,000,000
  14    1,028,928  421,190    421,190   2,000,000  733,216    733,216   2,000,000  1,278,534   1,278,534   2,000,000
  15    1,132,875  419,652    419,652   2,000,000  779,163    779,163   2,000,000  1,439,934   1,439,934   2,000,000
  16    1,242,018  410,262    410,262   2,000,000  821,989    821,989   2,000,000  1,619,337   1,619,337   2,000,000
  17    1,356,619  391,710    391,710   2,000,000  861,068    861,068   2,000,000  1,820,853   1,820,853   2,000,000
  18    1,476,950  362,443    362,443   2,000,000  895,729    895,729   2,000,000  2,047,647   2,047,647   2,150,030
  19    1,603,298  320,587    320,587   2,000,000  925,221    925,221   2,000,000  2,295,578   2,295,578   2,410,357
  20    1,735,963  263,785    263,785   2,000,000  948,644    948,644   2,000,000  2,566,115   2,566,115   2,694,421
  21    1,875,261  188,932    188,932   2,000,000  964,814    964,814   2,000,000  2,861,057   2,861,057   3,004,110
  22    2,021,524   91,895    91,895    2,000,000  972,155    972,155   2,000,000  3,182,285   3,182,285   3,341,399
  23    2,175,100     --        --         --      968,481    968,481   2,000,000  3,531,738   3,531,738   3,708,325
  24       --         --        --         --      950,811    950,811   2,000,000  3,911,410   3,911,410   4,106,980
  25       --         --        --         --      915,253    915,253   2,000,000  4,323,372   4,323,372   4,539,540
  26       --         --        --         --      856,348    856,348   2,000,000  4,769,737   4,769,737   5,008,223
  27       --         --        --         --      766,545    766,545   2,000,000  5,252,691   5,252,691   5,515,326
  28       --         --        --         --      634,713    634,713   2,000,000  5,774,410   5,774,410   6,063,131
  29       --         --        --         --      444,564    444,564   2,000,000  6,337,086   6,337,086   6,653,940
  30       --         --        --         --      170,522    170,522   2,000,000  6,942,676   6,942,676   7,289,810
  31       --         --        --         --         --        --         --      7,592,842   7,592,842   7,972,484
  32       --         --        --         --         --        --         --      8,309,551   8,309,551   8,641,933
  33       --         --        --         --         --        --         --      9,104,147   9,104,147   9,377,272
  34       --         --        --         --         --        --         --      9,991,701   9,991,701   10,191,535
  35       --         --        --         --         --        --         --      10,992,618  10,992,618  11,102,544
  36       --         --        --         --         --        --         --      12,120,876  12,120,876  12,120,876
  37       --         --        --         --         --        --         --      13,359,478  13,359,478  13,359,478
  38       --         --        --         --         --        --         --      14,719,215  14,719,215  14,719,215
  39       --         --        --         --         --        --         --      16,211,935  16,211,935  16,211,935
  40       --         --        --         --         --        --         --      17,850,642  17,850,642  17,850,642
</TABLE>

<PAGE>   95


ASSUMPTIONS:

     (1)  BASED ON DEATH BENEFIT OPTION A AND ASSUMES NO POLICY LOANS HAVE BEEN
          MADE.

     (2)  VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

     (3)  NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
          INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS.

     (4)  DEATH BENEFIT REFLECTS CURRENT INTERNAL REVENUE CODE REQUIREMENTS
          BASED ON GUIDELINE PREMIUM TEST.

     (5)  THE MORTALITY AND EXPENSE RISK CHARGE IS 0.90% IN ALL POLICY YEARS.

     (6)  ZERO VALUES INDICATE POLICY LAPSE IN ABSENCE OF AN ADDITIONAL PREMIUM
          PAYMENT.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND ACTUAL EXPENSES. THE DEATH BENEFIT,
CASH VALUE AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN
IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS
BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.
NO REPRESENTATIONS CAN BE MADE BY KEMPER INVESTORS LIFE INSURANCE COMPANY THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.



<PAGE>   96





                                   APPENDIX B

                         TABLE OF DEATH BENEFIT FACTORS


<TABLE>
<CAPTION>

Attained           Attained           Attained           Attained
  Age*    Percent    Age*    Percent    Age*    Percent    Age*    Percent
- --------  -------  --------  -------  --------  -------  --------  -------
<S>       <C>      <C>       <C>      <C>       <C>      <C>       <C>
  0-40      250       50       185       60       130       70       115
   41       243       51       178       61       128       71       113
   42       236       52       171       62       126       72       111
   43       229       53       164       63       124       73       109
   44       222       54       157       64       122       74       107
   45       215       55       150       65       120     75-90      105
   46       209       56       146       66       119       91       104
   47       203       57       142       67       118       92       103
   48       197       58       138       68       117       93       102
   49       191       59       134       69       116       94       101
                                                           95+       100
</TABLE>

* ATTAINED AGE IS THE AGE NEAREST BIRTHDAY AS OF THE BEGINNING OF THE POLICY
YEAR.




<PAGE>   97
                          UNDERTAKING TO FILE REPORTS

     Subject to the terms and conditions of Section 15(d) of the Securities and
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.


                     UNDERTAKING PURSUANT TO RULE 484(b)(1)
                        UNDER THE SECURITIES ACT OF 1933

     Pursuant to the Underwriting Agreement filed as Exhibit 1-A(3)(a) to this
Registration Statement, Kemper Investors Life Insurance Company (KILICO) and
the Separate Account will agree to indemnify Investors Brokerage Services, Inc.
(IBS) against any claims, liabilities and expenses which IBS may incur under
the Securities Act of 1933, common law or otherwise, arising out of or based
upon any alleged untrue statements of material fact contained in any
registration statement or prospectus of the Separate Account, or any omission
to state a material fact therein, the omission of which makes any statement
contained therein misleading.  IBS will agree to indemnify KILICO and the
Separate Account against any and all claims, demands, liabilities and expenses
which KILICO or the Separate Account may incur, arising out of or based upon
any act or deed of IBS or of any registered representative of an NASD member
investment dealer which has an agreement with IBS and is acting in accordance
with KILICO's instructions.

     Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
KILICO or the Separate Account (by virtue of the fact that they may also be
agents, employees or controlling persons of IBS) pursuant to the foregoing
provisions, or otherwise, KILICO and the Separate Account have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification may be against public policy as expressed in the Act and may
be, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by KILICO or the Separate
Account of expenses incurred or paid by a director, officer or controlling
person of KILICO or the Separate Account 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, KILICO
and the Separate Account 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.


             REPRESENTATION REGARDING FEES AND CHARGES PURSUANT TO
                SECTION 26 OF THE INVESTMENT COMPANY ACT OF 1940

     Kemper Investors Life Insurance Company (KILICO) represents that the fees
and charges deducted under the Policy, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and
the risks assumed by KILICO.

<PAGE>   98

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

      The facing sheet.

      Reconciliation and tie between items in N-8B-2 and prospectus.

      The prospectus consisting of ____ pages.

      The undertaking to file reports.

      Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933.

      Representation Regarding Fees and Charges Pursuant to Section 26 of the
      Investment Company Act of 1940.

      The signatures.

      Written consents of the following persons:
      A.   Debra P. Rezabek, Esq. (included in Opinion filed as Exhibit
           3(a)).
      B.   KPMG Peat Marwick LLP, independent auditors (filed as Exhibit
           6(a)).
      C.   Steven D. Powell, FSA (included in Opinion filed as Exhibit
           3(b)).

      The following exhibits:

      1-A(1)          KILICO Resolution establishing the Separate Account  
                                                                       
      1-A(2)          Not Applicable                                           
                                                                       
      1-A(3)(a)       Form of Underwriting Agreement between KILICO and 
                      Investors Brokerage Services, Inc. (IBS)

 **   1-A(3)(b)       Specimen Selling Group Agreement of IBS
               
 ***  1-A(3)(c)       Schedules of Commissions
               
 **   1-A(3)(d)       General Agent Agreement
               
      1-A(4)          Not Applicable
               
      1-A(5)(a)       Form of Individual Policy
               
      1-A(5)(b)       Form of Survivorship Policy
               
 *    1-A(6)(a)       KILICO Articles of Incorporation



<PAGE>   99
 **   1-A(6)(b)       By-Laws of KILICO
               
      1-A(7)          Not Applicable
               
 ***  1-A(8)(a)       Form of Participation Agreement among KILICO, Investors
                      Fund Series, and Zurich Kemper Investments, Inc.
               
 ***  1-A(8)(b)       Form of Participation Agreement among KILICO, Evergreen
                      Variable Trust, and ____________________
               
 ***  1-A(8)(c)       Administrative Services Agreement between KILICO and
                      Bancorp Services L.L.C.

      1-A(9)          Not Applicable                                    
                                                                    
 ***  1-A(10)(a)      Application for Individual Policy            
                                                                    
 ***  1-A(10)(b)      Application for Survivorship Policy          

      3(a)            Opinion and consent of legal officer of KILICO as to 
                      legality of policies being registered
           

      3(b)            Opinion and consent of actuarial officer of KILICO 
                      regarding prospectus illustrations and actuarial matters
           
      6(a)            Consent of independent auditors

***   8               Procedures Memorandum, pursuant to Rule 
                      6e-3(T)(b)(12)(iii)


_________________________________

*    Filed with the Registration Statement of the Registrant on Form S-6 filed
     on or about December 26, 1995 (File No. 33-65399).

**   Filed with Amendment No. 2 to the Registration Statement on Form S-1
     (File No. 333-02491) filed on or about April 23, 1997.

*** To be filed by amendment.

<PAGE>   100


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, KILICO Variable Separate Account-2, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Long Grove and State of Illinois on the 5th
day of September, 1997.

                                KILICO Variable Separate Account-2 
                                (Registrant)                       


                                By:  Kemper Investors Life Insurance Company
                                     (Depositor)

                                By:  /s/ JOHN B. SCOTT          
                                    --------------------------------------------
                                     John B. Scott, 
                                     Chief Executive Officer and President


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following directors and
principal officers of Kemper Investors Life Insurance Company in the capacities
indicated on the 5th day of September, 1997.

        Signature                               Title
        ---------                               -----                     

/s/ JOHN B. SCOTT          Chief Executive Officer, President and Director
- -----------------          (Principal Executive Officer)
John B. Scott

/s/ WILLIAM H. BOLINDER
- -----------------------    Chairman of the Board and Director
William H. Bolinder
                                                                      
/s/ FREDERICK L. BLACKMON  Senior Vice President and Chief Financial  
- -------------------------  Officer (Principal Financial Officer and   
Frederick L. Blackmon      Principal Accounting Officer)              

/s/ LOREN J. ALTER
- ------------------         Director
Loren J. Alter

/s/ DAVID A. BOWERS
- -------------------        Director
David A. Bowers

/s/ DANIEL L. DOCTOROFF
- -----------------------    Director
Daniel L. Doctoroff

/s/ MARKUS ROHRBASSER
- ---------------------      Director
Markus Rohrbasser

- ------------------         Director
Paul H. Warren


<PAGE>   101


                                 EXHIBIT INDEX


<TABLE>
<S>         <C>
1-A(1)      KILICO Resolution establishing the Separate Account

1-A(3)(a)   Form of Underwriting Agreement between KILICO and
            Investors Brokerage Services, Inc. (IBS)

1-A(5)(a)   Form of Individual Policy

1-A(5)(b)   Form of Survivorship Policy

3(a)        Opinion and consent of legal officer of KILICO as
            to legality of policies being registered

3(b)        Opinion and consent of actuarial officer of KILICO
            regarding prospectus illustrations and actuarial
            matters

6(a)        Consent of independent auditors
</TABLE>






<PAGE>   1




     The undersigned, Debra P. Rezabek, does hereby certify that she is
corporate secretary of Kemper Investors Life Insurance Company, an Illinois
corporation, and that attached is a true and correct copy of resolutions
adopted by the board of directors of said corporation at a meeting held in
Long Grove, Illinois on June 17, 1997, which resolutions are now in full
force and effect.

     WITNESS my hand and the seal of the company at Long Grove, Illinois
this 20th day of August, 1997.




                                             /s/ Debra P. Rezabek

                                              Corporate Secretary



     (SEAL)


<PAGE>   2



                       KILICO VARIABLE SEPARATE ACCOUNT-2


WHEREAS, Section 245.21 of the Illinois Insurance Code provides that a domestic
life insurance company may authorize the establishment of one or more separate
accounts; and

WHEREAS,  competitive conditions in the marketing of life insurance make it
both desirable and in the best interest of the Corporation for the Corporation
to be able to offer separate investment facilities; and

WHEREAS, the Board of Directors of this Corporation desires to authorize and
empower its officers to establish and maintain a separate account, so that the
Corporation may exercise each and every power and right permitted to it by
Section 245.21, and other sections relating thereto, of the Illinois Insurance
Code.

NOW, THEREFORE, BE IT RESOLVED, THAT:

1.   A separate account designated KILICO Variable Separate Account-2
     ("Separate Account") of the Corporation is established and empowered to:

     a.   Provide for the sale of variable life insurance policies
          issued by the Corporation which provide for the allocation of
          amounts paid to or held by the Corporation under such policies to
          the Separate Account;

     b.   Register, to the extent required, under the Investment
          Company Act of 1940, as amended (the "1940 Act"), or file a
          notification of claim of exemption from such registration, and make
          applications for such exemptions or orders under the provisions of
          the 1940 Act as may appear to be necessary or desirable;

     c.   Register, to the extent required, the policies or units of
          interest therein under the Securities Act of 1933, as amended (the
          "1933 Act");

          Provide for custodial or depository arrangements for assets
          allocated to the Separate Account including self custodianship or
          safekeeping arrangements by the Corporation;


<PAGE>   3



     d.   Select an independent public accountant to audit the books
          and records of the Separate Account;

     e.   Invest or reinvest the assets of the Separate Account in
          securities issued by one or more investment companies registered
          under the 1940 Act;

     f.   Divide the Separate Account into subaccounts with each
          subaccount investing in shares of designated classes of designated
          investment companies or other appropriate securities; and

     g.   Perform such additional functions and take such additional
          action as may be necessary or desirable to carry out the foregoing
          and the intent and purposes thereof;

AND FURTHER RESOLVED, THAT:

2.   The income, gains and losses, whether or not realized, from assets
     allocated to the Separate Account shall, in accordance with the variable
     life insurance policies, be credited to or charged against the Separate
     Account without regard to other income, gains or losses of the
     Corporation; and the Separate Account shall at all times be created,
     operated and maintained in compliance with all applicable federal and
     state laws governing insurance company separate accounts;

3.   The proper officers are authorized, as they deem appropriate from time to
     time, to divide, modify or eliminate any subaccounts of the Separate
     Account, change the designation of the Separate Account to another
     designation, designate further subaccounts, deregister the Separate
     Account under the 1940 Act and deregister the policies or units of
     interest therein under the 1933 Act;

4.   The proper officers are, and each of them hereby is, authorized to invest
     cash from the Corporation's general account in the Separate Account or in
     any division thereof as may be deemed necessary or appropriate to
     facilitate the commencement of the Separate Account's operations or to
     meet any minimum capital requirements under the 1940 Act and to transfer
     cash or securities from time to time between the Corporation's general
     account and the Separate Account as deemed necessary or appropriate so
     long as such transfers are not prohibited by law and are consistent with
     the


<PAGE>   4


     terms of the variable life insurance policies issued by the Corporation
     providing for allocations to the Separate Account;

5.   The fiscal year of the Separate Account shall end on the 31st day of
     December of each year;

6.   The fundamental investment policies of the Separate Account shall be to
     invest or reinvest the assets of the Separate Account in securities issued
     by investment companies registered under the 1940 Act as the proper
     officers of the Corporation may designate pursuant to the provisions of
     the variable life insurance policies issued by the Corporation providing
     for allocations to the Separate Account; and the proper officers of the
     Corporation are authorized and directed to prepare and execute any
     necessary agreements to enable the Separate Account to carry out this
     investment policy;

7.   The proper officers of the Corporation are authorized to prepare, execute
     and file all periodic reports required under the 1940 Act and the
     Securities Exchange Act of 1934, as amended, in connection with the
     Separate Account and the variable life insurance policies;

8.   The Corporation may register variable life insurance policies, or units
     of interest thereunder, under the 1933 Act and may register the Separate
     Account as a unit investment trust under the 1940 Act and, in connection
     therewith, the proper officers of the Corporation are, and each of them
     hereby is, authorized to prepare, execute and file with the Securities and
     Exchange Commission (the "SEC") (1) registration statements under the 1933
     Act and the 1940 Act, including prospectuses, amendments, supplements,
     exhibits and other documents relating thereto, (2) applications and
     amendments thereto for exemptions from or orders under the 1940 Act, and
     (3) requests from the SEC for no action and interpretive letters in such
     form and at such times as the proper officer executing the same may deem
     necessary or appropriate;

     The proper officers of the Corporation are, and each of them is,
     authorized to effect all such registrations, filings and qualifications
     under blue sky or other applicable securities laws and regulations,
     insurance securities laws and insurance laws and regulations of such
     states and other jurisdictions as they may deem necessary or appropriate,
     with respect to the Corporation and any variable life insurance policies;
     such authorization to


<PAGE>   5


     include registration, filing and qualification of officers, employees and
     agents of the Corporation as brokers, dealers, agents, salesmen, or
     otherwise; and such authorization also to include authority to prepare,
     execute, acknowledge and file all such applications, applications for
     exemptions, appointments, certificates, affidavits, covenants, consents
     to service of process and other instruments and to take all such action
     as the proper officer executing the same or taking such action may deem
     necessary or desirable;

9.   The Corporation's Secretary is hereby appointed as agent for service for,
     is duly authorized to receive communications and notices with respect to,
     and is duly authorized to exercise all powers given to such agent in
     connection with (1) any registration statement or amendment thereto under
     the 1933 Act or the 1940 Act, (2) any 1940 Act exemptive application or
     order, (3) any no action letter or interpretive letter request under the
     1933 Act or the 1940 Act, or (4) any similar matter pertaining to state
     blue sky or insurance regulation;

10.  The signature of any director or officer required by law to be affixed to
     any document referred to in this resolution may be affixed by said
     director or officer personally or by an attorney-in-fact duly constituted
     in writing by said director or officer to sign his or her name thereto;

11.  The proper officers of the Corporation are, and each of them hereby is,
     authorized to establish procedures under which the Corporation will
     provide for voting rights for owners of the variable life insurance
     policies with respect to securities owned by the Separate Account.

12.  The proper officers of the Corporation are, and each of them hereby is,
     authorized to execute such agreement or agreements as deemed necessary and
     appropriate with (1) any qualified entity under which such qualified
     entity will be appointed principal underwriter and distributor of the
     variable life insurance policies and (2) with one or more qualified banks
     or other qualified entities to provide administrative, custodial, and/or
     such other services in connection with the establishment and maintenance
     of the Separate Account and the design, issuance and administration of the
     policies; and



13.  The proper officers of the Corporation are, and each of them hereby is,
     authorized, in the name and on behalf of the Corporation, to execute and

<PAGE>   6

     deliver such corporate documents and certificates and to take such further
     action as they deem necessary or desirable, including, but not limited to,
     the payment of applicable fees, in order to effectuate the purposes of any
     of the foregoing matters.







<PAGE>   1


                            UNDERWRITING AGREEMENT
                                    BETWEEN
                    KEMPER INVESTORS LIFE INSURANCE COMPANY
                                      AND
                       INVESTORS BROKERAGE SERVICES, INC.



THIS AGREEMENT is made on this ______ day of _________, 1997 between KEMPER
INVESTORS LIFE INSURANCE COMPANY ("KILICO") on its own behalf and on behalf of
the KILICO Variable Separate Account-2 (the "Account") and INVESTORS BROKERAGE
SERVICES, INC. ("IBS").  In consideration of the mutual covenants contained in
this Agreement, the parties agree as follows:

1.   KILICO appoints IBS to promote the sale of variable life contracts
("Contracts") issued by KILICO and the Account.  IBS will promote such
Contracts in those states in which KILICO has variable contract authority and
in which the Contracts are eligible for sale under applicable state law.
KILICO agrees to inform IBS of the status of such matters in each of these
states from time to time.

2.   The solicitation of Contracts shall be made by persons who are
registered representatives of National Association of Securities Dealers, Inc.
("NASD") member broker-dealers who have a Selling Group Agreement with IBS,
which agreement shall encompass the promotion of the sale of the Contracts;
provided that, no such registered representative shall be allowed to
participate in the solicitation of the Contracts unless such person has been
appointed to solicit variable Contracts by KILICO in any state in which such
solicitation may occur.

3.   All books and records maintained by KILICO in connection with the sale
of Contracts will be maintained and preserved by KILICO in conformity with the
requirements of Rule 17a-3 and 17a-4 under the Securities Exchange Act of 1934,
to the extent that such requirements are applicable to the Contracts.

4.   KILICO assumes full responsibility for the activities of all persons
engaged directly or indirectly in the promotion of the solicitation of the
Contracts, including all sales representatives and associated persons as
defined in the Securities Exchange Act of 1934.  IBS shall, in the course of
contracting with NASD member broker-dealers with which it has agreements,
require that such broker-dealers be responsible for the acts of their
registered representatives and associated persons.

5.   Compensation to broker-dealers for the sale of Contracts shall be paid
by KILICO through IBS.  Any obligation by IBS to pay such compensation will
occur only following receipt of such amounts by IBS from KILICO.


                                      -1-

<PAGE>   2

6.   IBS, when requested by KILICO, shall suspend its efforts to effectuate
sales of the Contracts at any time KILICO shall request.

7.   KILICO shall bear the expenses of printing and distributing
registration statements and prospectuses relating to the public sale of
Contracts pursuant to this Agreement.  KILICO agrees to bear the expenses of
qualification of the Contracts for sale and of continuing the qualification in
the various states.  KILICO shall bear the expenses of any sales literature
used by IBS or furnished by IBS to dealers in connection with offering the
Contracts and the expenses of advertising in connection with such offerings,
except for customized pieces the cost of which shall be mutually agreed to by
KILICO and IBS.

8.   IBS agrees that it will not use any sales material as defined under the
rules of the NASD or by the statutes or regulations of any state in which the
Contracts may be solicited, unless such material has received prior written
approval by KILICO.

9.   IBS, KILICO and the Account shall each comply with all applicable
provisions of the Investment Company Act of 1940, Securities Act of 1933 and of
all Federal and state securities and insurance laws, rules and regulations
governing the issuance and sale of the Contracts.

10.  KILICO agrees to indemnify IBS against any and all claims, liabilities and
expenses including but not limited to reasonable attorneys fees which IBS may
incur under the Investment Company Act of 1940, Securities Act of 1933 and all
Federal and state securities and insurance laws, rules and regulations
governing the issuance and sale of the Contracts, common law or otherwise,
arising out of or based upon any alleged untrue statements of material fact
contained in any registration statement or prospectus of the Account, or any
alleged omission to state a material fact therein, the omission of which makes
any statement contained therein misleading or of any alleged act or omission in
connection with the offering, sale or distribution of the Contracts by any
registered representatives or associated persons of a NASD member broker-dealer
which has an agreement with IBS.  IBS agrees to indemnify KILICO and the
Account against any and all claims, demands, liabilities and expenses,
including but not limited to reasonable attorneys fees,  which KILICO or the
Account may incur, arising out of or based upon any act of IBS or of any
registered representative of an NASD member investment dealer which has an
agreement with IBS and is acting in accordance with KILICO's instructions.
KILICO acknowledges that IBS may similarly attempt to hold such an NASD member
broker-dealer responsible for the acts of registered  representatives and
associated persons; and to the extent KILICO is obligated to indemnify IBS
under this Agreement, IBS agrees to assign its rights against such
broker-dealers to KILICO.

11.  KILIC0 agrees to supply IBS with such information as may be reasonably
required by IBS including the "net accumulation unit value" computed as of the
time prescribed by and in compliance with all pertinent requirements of the
NASD and the Securities and Exchange Commission.

                                      -2-

<PAGE>   3

12.  This Agreement shall be effective ___________________.  This Agreement is
subject to termination by either party upon thirty (30) days' prior written
notice to the other party.  This Agreement may not be assigned by either party
without the written consent of the other party.  This Agreement shall be
interpreted according to the laws of the State of Illinois.


IN WITNESS WHEREOF, this Agreement has been signed by the parties on the date
first above written.


                             KEMPER INVESTORS LIFE INSURANCE COMPANY



ATTEST:                                  BY:
                                         TITLE:



_______________________
TITLE:


                             INVESTORS BROKERAGE SERVICES, INC.




ATTEST:                                  BY:
                                         TITLE:



_______________________
TITLE:













                                      -3-


<PAGE>   1
KEMPER INVESTORS LIFE INSURANCE COMPANY
A Stock Life Insurance Company
1 Kemper Drive
Long Grove, IL 60049-0001
Telephone 847-550-5500


    INSURED            JOHN DOE         ISSUE AGE          35

    POLICY DATE        JAN 01 1997              POLICY NUMBER     7007004

    INITIAL SPECIFIED  $50,000                  DATE OF ISSUE     JAN 01 1997


AMOUNT

RIGHT TO CANCEL - FREE LOOK PERIOD

This policy may be returned to us within 10 days of the time you receive it.
It may be mailed or delivered to us or to the agent who sold it.  Upon our
receipt, this policy will be deemed void from the beginning.  The Cash Value of
the policy plus any monthly deductions and any deductions made against premiums
will be refunded within seven days of our receipt of a notice of cancellation
and the return of this policy.  This amount will be at least equal to the
premiums paid.

On the Maturity Date, if the insured is living and this policy is in force, we
will pay the Surrender Value to you.  If the insured dies prior to the Maturity
Date and this policy is in force, we will pay to the beneficiary the Death
Benefit in force at the time of the insured's death.  Payment made to you or to
the beneficiary will be made subject to the terms of this policy.

This policy is issued in consideration of the attached application(s) and
payment of the Initial Premium.  The terms on this and the following pages are
part of the policy.

Signed for the Kemper Investors Life Insurance Company at its home offices in
Long Grove, Illinois.


     Secretary                          President

INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
NON-PARTICIPATING - NO ANNUAL DIVIDENDS

MATURES ON POLICY ANNIVERSARY NEAREST INSURED'S 100TH BIRTHDAY

TO THE EXTENT ALLOCATIONS ARE MADE TO THE SUBACCOUNTS, THE CASH VALUE IS BASED
ON THE INVESTMENT EXPERIENCE  OF THE SUBACCOUNTS AND MAY INCREASE OR DECREASE
DAILY.  THIS AMOUNT IS NOT GUARANTEED.  THE AMOUNTS, OR DURATION OF THE DEATH
BENEFIT MAY VARY UNDER THE CONDITIONS DESCRIBED IN THE DEATH BENEFIT AND
TERMINATION  PROVISIONS.

This policy is a legal contract between you and us.

READ YOUR POLICY CAREFULLY.



S-7004-GP                                                               Page A


<PAGE>   2



INDEX                                               PAGE NO.

Policy Specifications                                      A

Definitions                                                1

General Provisions                                         2

Death Benefit Provisions                                   4

Premium Provisions                                         6

Account Provisions                                         7

Non-Forfeiture Provisions                                  9

Transfer Provisions                                        9

Withdrawal Provisions                                     10

Policy Loan Provisions                                    11

Surrender Value Provisions                                12

Transfer, Withdrawal, Loan  & Surrender Procedures        12

Settlement Provisions                                     12

Settlement Option Table                                   15




Supplemental Benefits, if any, in the Policy Specifications are described in
the supplemental benefit agreements that follow the Settlement Option Table.
All capitalized terms are either defined in the Definition section or itemized
on the Policy Specifications page.

S-7004-GP                                                               Page A
<PAGE>   3

                             POLICY SPECIFICATIONS



INSURED            JOHN DOE                ISSUE AGE      35
          
POLICY DATE        JAN 01, 1997            POLICY NUMBER  7007004
          
INITIAL SPECIFIED  $50,000                 DATE OF ISSUE  JAN 01, 1997
AMOUNT          
          
DEATH BENEFIT      OPTION A          


                              COVERAGE INFORMATION



<TABLE>
<CAPTION>
                                  RATE
                                  CLASS    COVERAGE  MATURITY OR   MONTHLY
 BENEFIT DESCRIPTION              PERCENT  AMOUNT    EXPIRY DATE   RATE
<S>                               <C>      <C>       <C>           <C>

 FLEXIBLE PREMIUM VARIABLE LIFE*  100      $50,000   JAN 01, 2062  SEE PAGE D
</TABLE>





* IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE SHOWN IF
PREMIUMS PAID ARE INSUFFICIENT TO CONTINUE THE COVERAGE TO SUCH DATE.  EVEN IF 
COVERAGE CONTINUES TO THE MATURITY DATE, THERE MAY BE NO SURRENDER VALUE TO BE 
PAID ON THAT DATE.  COVERAGE AMOUNT UNDER OPTION A IS THE SPECIFIED AMOUNT 
INCLUSIVE OF THE CASH VALUE.





                              PREMIUM INFORMATION


INITIAL PREMIUM                                             $647.00
                                  
PLANNED PERIODIC PREMIUM                                    $647.00 ANNUAL
                                  
INSURED RATE CLASS                                          STANDARD NONTOBACCO















S-7004-GP                                                               Page A
<PAGE>   4


                             POLICY SPECIFICATIONS


INSURED            JOHN DOE                     ISSUE AGE      35
                                           
POLICY DATE        JAN 01, 1997                 POLICY NUMBER         7007004

TRADE DATE         FEB 01, 1997



DEDUCTION DAY                                 DAY 01 OF EACH MONTH

DEDUCTION PERIOD                              65 YEARS, 00 MONTHS

MINIMUM SPECIFIED AMOUNT                      [$50,000.00]

MINIMUM CHANGE IN SPECIFIED AMOUNT            [$25,000.00]

MINIMUM WITHDRAWAL AMOUNT                     [$500.00]

MINIMUM LOAN AMOUNT                           [$500.00]

PREMIUM CHARGES                                 [11.50%]

MONTHLY ADMINISTRATIVE CHARGE                 [FIRST POLICY YEAR         $20.00
                                              POLICY YEARS TWO AND LATER  $5.00]


MORTALITY AND EXPENSE RISK CHARGE

     CURRENT BASED ON CUMULATIVE NET PREMIUMS
     CUMULATIVE NET PREMIUMS UP TO  $100,000                              .65%
     CUMULATIVE NET PREMIUMS BETWEEN $100,001 AND $250,000                .50%
     CUMULATIVE NET PREMIUMS BETWEEN $250,001 AND $500,000                .40%
     CUMULATIVE NET PREMIUMS IN EXCESS OF $500,000                        .30%
     NET PREMIUMS EQUALS PREMIUMS MINUS WITHDRAWALS

     GUARANTEED                                                           .90%

ACCOUNT MAINTENANCE CHARGE                                                .45%


INITIAL ADJUSTABLE LOAN INTEREST RATE       [10.00%]

MINIMUM PREMIUM                             [$600.00 per year]

IRC SECTION 7702 TEST                       GUIDELINE PREMIUM
















S-7004GP                                                                Page B


<PAGE>   5




                         TABLE OF DEATH BENEFIT FACTORS



<TABLE>
<CAPTION>
   ATTAINED           ATTAINED           ATTAINED           ATTAINED
   AGE*      PERCENT  AGE*      PERCENT  AGE*      PERCENT  AGE*      PERCENT
   <S>       <C>      <C>       <C>      <C>       <C>      <C>       <C>

   0-40      250      50        185      60        130      70        115
   41        243      51        178      61        128      71        113
   42        236      52        171      62        126      72        111
   43        229      53        164      63        124      73        109
   44        222      54        157      64        122      74        107
   45        215      55        150      65        120      75-90     105
   46        209      56        146      66        119      91        104
   47        203      57        142      67        118      92        103
   48        197      58        138      68        117      93        102
   49        191      59        134      69        116      94        101
                                                            95+       100
</TABLE>


*ATTAINED AGE IS THE AGE NEAREST BIRTHDAY AS OF THE BEGINNING OF THE POLICY
YEAR.










S-7004GP                                                                Page B


<PAGE>   6




                             POLICY SPECIFICATIONS



INSURED            JOHN DOE                         ISSUE AGE     35

POLICY DATE        JAN 01, 1997                     POLICY NUMBER     7007004

TRADE DATE         FEB 01, 1997




    ACCOUNT                       INITIAL PREMIUM ALLOCATION

   MONEY MARKET                                 0%
   GOVERNMENT BOND                              0%
   FIXED INCOME                               100%
   EQUITY                                       0%
   BALANCED                                     0%
   FIXED ACCOUNT                                0%

























S-7004GP                                                                 Page C


<PAGE>   7


                             POLICY SPECIFICATIONS


INSURED           JOHN DOE                      ISSUE AGE      35

POLICY DATE       JAN 01, 1997                  POLICY NUMBER           7007004




    TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES* PER $1,000


<TABLE>
<CAPTION>
ATTAINED                                ATTAINED                               ATTAINED
AGE       NONTOBACCO     TOBACCO        AGE          NONTOBACCO   TOBACCO      AGE          NONTOBACCO   TOBACCO
<S>       <C>            <C>            <C>          <C>          <C>          <C>          <C>          <C>
1         0.08922        0.08922        34           0.13428      0.20694      67            2.18574      3.67025
2         0.08254        0.08254        35           0.14096      0.21948      68            2.41241      3.98026
3         0.08171        0.08171        36           0.14764      0.23452      69            2.66044      4.31179
4         0.07921        0.07921        37           0.15683      0.25375      70            2.94130      4.67927
5         0.07504        0.07504        38           0.16685      0.27549      71            3.31274      5.08855
6         0.07170        0.07170        39           0.17854      0.30059      72            3.63093      5.55642
7         0.06670        0.06670        40           0.19107      0.32904      73            4.05839      6.08662
8         0.06336        0.06336        41           0.20611      0.36252      74            4.54126      6.66862
9         0.06169        0.06169        42           0.22115      0.39686      75            5.06274      7.31730
10        0.06086        0.06086        43           0.23870      0.43623      76            5.62182      7.99178
11        0.06419        0.06419        44           0.25626      0.47731      77            6.21387      8.68058
12        0.07087        0.07087        45           0.27717      0.52428      78            6.83324      9.37272
13        0.08254        0.08254        46           0.29975      0.57128      79            7.49616     10.08913
14        0.09589        0.09589        47           0.32401      0.62251      80            8.22966     10.86205
15        0.10758        0.13762        48           0.34996      0.67630      81            9.05445     11.71251
16        0.11926        0.15599        49           0.37927      0.73685      82            9.99708     12.66752
17        0.12844        0.17102        50           0.41026      0.80082      83           11.07332     13.73779
18        0.13345        0.18021        51           0.44713      0.87496      84           12.26712     14.88656
19        0.13846        0.18856        52           0.48989      0.95760      85           13.55591     16.07811
20        0.14013        0.19274        53           0.53771      1.05216      86           14.91787     17.27457
21        0.13929        0.19441        54           0.59311      1.15868      87           16.34412     18.45789
22        0.13679        0.19191        55           0.65444      1.27212      88           17.80841     19.76999
23        0.13428        0.18856        56           0.72255      1.39507      89           19.33267     21.08692
24        0.13094        0.18439        57           0.79493      1.52246      90           20.94168     22.42853
25        0.12677        0.17854        58           0.87327      1.65858      91           22.66794     23.82284
26        0.12343        0.17353        59           0.96182      1.80005      92           24.57677     25.33222
27        0.12176        0.17186        60           1.06061      1.95717      93           26.76407     27.31458
28        0.12009        0.17019        61           1.17052      2.13432      94           29.63735     29.94249
29        0.12009        0.17186        62           1.29585      2.33420      95           33.93112     33.93112
30        0.12009        0.17520        63           1.43921      2.56130      96           41.27938     41.27938
31        0.12260        0.18105        64           1.60155      2.81241      97           56.03986     56.03986
32        0.12510        0.18689        65           1.78129      3.08515      98           83.33333     83.33333
33        0.12928        0.19608        66           1.97513      3.37018      99           83.33333     83.33333
</TABLE>


*THE GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES SHALL BE THE RATES
SHOWN IN THE TABLE ABOVE MULTIPLIED BY THE APPROPRIATE RATE CLASS PERCENT.
THIS PERCENT IS SHOWN ON PAGE A OF THE POLICY SPECIFICATIONS.  THE RATES
ACTUALLY CHARGED MAY BE REDUCED IN ACCORDANCE WITH THE COST OF INSURANCE RATE
SECTION OF YOUR POLICY.


S-7004CVA                                                               Page A


<PAGE>   8

                             POLICY SPECIFICATIONS



INSURED            JOHN DOE                          ISSUE AGE      35
                    
POLICY DATE        JAN 01, 1997                      POLICY NUMBER  7007004
                    
INITIAL SPECIFIED  $50,000                           DATE OF ISSUE  JAN 01, 1997
AMOUNT                    
                    
DEATH BENEFIT      OPTION A                    


                              COVERAGE INFORMATION


<TABLE>
<CAPTION>
                                   RATE
                                   CLASS    COVERAGE  MATURITY OR   MONTHLY
  BENEFIT DESCRIPTION              PERCENT  AMOUNT    EXPIRY DATE   RATE
  <S>                              <C>      <C>       <C>           <C>
  FLEXIBLE PREMIUM VARIABLE LIFE*  100      $50,000   JAN 01, 2062  SEE PAGE D
</TABLE>






* IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE SHOWN IF
PREMIUMS PAID ARE INSUFFICIENT TO CONTINUE THE COVERAGE TO SUCH DATE.  EVEN IF
COVERAGE CONTINUES TO THE MATURITY DATE, THERE MAY BE NO SURRENDER VALUE TO BE 
PAID ON THAT DATE.  COVERAGE AMOUNT UNDER OPTION A IS THE SPECIFIED AMOUNT 
INCLUSIVE OF THE CASH VALUE.





                              PREMIUM INFORMATION


INITIAL PREMIUM                            $580.00
                 
PLANNED PERIODIC PREMIUM                   $580.00 ANNUAL
                 
INSURED RATE CLASS                         STANDARD NONTOBACCO















S-7004CVA                                                               Page A

<PAGE>   9

                             POLICY SPECIFICATIONS


INSURED            JOHN DOE                             ISSUE AGE       35

POLICY DATE        JAN 01, 1997                         POLICY NUMBER   7007004

TRADE DATE         FEB 01, 1997


DEDUCTION DAY                                 DAY 01 OF EACH MONTH

DEDUCTION PERIOD                              65 YEARS, 00 MONTHS

MINIMUM SPECIFIED AMOUNT                      [$50,000.00]

MINIMUM CHANGE IN SPECIFIED AMOUNT            [$25,000.00]

MINIMUM WITHDRAWAL AMOUNT                     [$1,000.00]

MINIMUM LOAN AMOUNT                           [$1,000.00]

PREMIUM CHARGES                                [11.50%]

MONTHLY ADMINISTRATIVE CHARGE                 [FIRST POLICY YEAR         $20.00
                                              POLICY YEARS TWO AND LATER  $5.00]

MORTALITY AND EXPENSE RISK CHARGE

     CURRENT BASED ON CUMULATIVE NET PREMIUMS
     CUMULATIVE NET PREMIUMS UP TO  $100,000                              .65%
     CUMULATIVE NET PREMIUMS BETWEEN $100,001 AND $250,000                .50%
     CUMULATIVE NET PREMIUMS BETWEEN $250,001 AND $500,000                .40%
     CUMULATIVE NET PREMIUMS IN EXCESS OF $500,000                        .30%
     NET PREMIUMS EQUALS PREMIUMS MINUS WITHDRAWALS

     GUARANTEED                                                           .90%
                                                        
ACCOUNT MAINTENANCE CHARGE                                                .45%

INITIAL ADJUSTABLE LOAN INTEREST                [10.00%]

MINIMUM PREMIUM                                 [$300.00 per year]

IRC SECTION 7702 TEST                           CASH VALUE ACCUMULATION

















S-7004CVA                                                               Page B

<PAGE>   10

                         TABLE OF DEATH BENEFIT FACTORS


<TABLE>
<CAPTION>
ATTAINED           ATTAINED          ATTAINED          ATTAINED
AGE*      FACTOR   AGE*      FACTOR  AGE*      FACTOR  AGE*      FACTOR
<S>       <C>      <C>       <C>     <C>       <C>     <C>       <C>
0         12.3470  25        5.9841  50        2.6225  75        1.3704
1         12.4517  26        5.7968  51        2.5413  76        1.3464
2         12.1180  27        5.6128  52        2.4633  77        1.3240
3         11.7788  28        5.4326  53        2.3884  78        1.3029
4         11.4440  29        5.2564  54        2.3166  79        1.2829
5         11.1116  30        5.0846  55        2.2479  80        1.2639
6         10.7082  31        4.9173  56        2.1821  81        1.2459
7         10.4515  32        4.7549  57        2.1191  82        1.2289
8         10.1244  33        4.5972  58        2.0588  83        1.2130
9         9.8014   34        4.4446  59        2.0010  84        1.1982
10        9.4848   35        4.2968  60        1.9457  85        1.1845
11        9.1756   36        4.1541  61        1.8928  86        1.1719
12        8.8773   37        4.0162  62        1.8422  87        1.1602
13        8.5921   38        3.8832  63        1.7939  88        1.1493
14        8.3227   39        3.7549  64        1.7480  89        1.1389
15        8.0690   40        3.6313  65        1.7042  90        1.1289
16        7.8285   41        3.5123  66        1.6627  91        1.1190
17        7.5999   42        3.3977  67        1.6232  92        1.1090
18        7.3809   43        3.2873  68        1.5855  93        1.0986
19        7.1686   44        3.1811  69        1.5497  94        1.0875
20        6.9625   45        3.0788  70        1.5155  95        1.0754
21        6.7609   46        2.9804  71        1.4829  96        1.0624
22        6.5626   47        2.8857  72        1.4525  97        1.0490
23        6.3669   48        2.7946  73        1.4233  98        1.0366
24        6.1741   49        2.7069  74        1.3960  99        1.0265
</TABLE>


*ATTAINED AGE IS THE AGE NEAREST BIRTHDAY AS OF THE BEGINNING OF THE POLICY
YEAR.

S-7004CVA                                                               Page B
<PAGE>   11

                             POLICY SPECIFICATIONS



INSURED             JOHN DOE                         ISSUE AGE     35

POLICY DATE         JAN 01, 1997                     POLICY NUMBER     7007004

TRADE DATE          FEB 01, 1997




SEPARATE ACCOUNT                   INITIAL PREMIUM ALLOCATION

   MONEY MARKET                                0%
   GOVERNMENT BOND                             0%
   FIXED INCOME                              100%
   EQUITY                                      0%
   BALANCED                                    0%
   FIXED ACCOUNT                               0%



S-7004CVA                                                               Page C

<PAGE>   12
                             POLICY SPECIFICATIONS


INSURED         JOHN DOE                        ISSUE AGE      35

POLICY DATE     JAN 01, 1997                    POLICY NUMBER           7007004




    TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES* PER $1,000


<TABLE>
<CAPTION>
ATTAINED                            ATTAINED                               ATTAINED
AGE       NONTOBACCO   TOBACCO      AGE          NONTOBACCO   TOBACCO      AGE             NONTOBACCO            TOBACCO
<S>       <C>          <C>          <C>          <C>          <C>          <C>             <C>                   <C>
1         0.08922      0.08922      34           0.13428      0.20694      67               2.18574               3.67025
2         0.08254      0.08254      35           0.14096      0.21948      68               2.41241               3.98026
3         0.08171      0.08171      36           0.14764      0.23452      69               2.66044               4.31179
4         0.07921      0.07921      37           0.15683      0.25375      70               2.94130               4.67927
5         0.07504      0.07504      38           0.16685      0.27549      71               3.31274               5.08855
6         0.07170      0.07170      39           0.17854      0.30059      72               3.63093               5.55642
7         0.06670      0.06670      40           0.19107      0.32904      73               4.05839               6.08662
8         0.06336      0.06336      41           0.20611      0.36252      74               4.54126               6.66862
9         0.06169      0.06169      42           0.22115      0.39686      75               5.06274               7.31730
10        0.06086      0.06086      43           0.23870      0.43623      76               5.62182               7.99178
11        0.06419      0.06419      44           0.25626      0.47731      77               6.21387               8.68058
12        0.07087      0.07087      45           0.27717      0.52428      78               6.83324               9.37272
13        0.08254      0.08254      46           0.29975      0.57128      79               7.49616              10.08913
14        0.09589      0.09589      47           0.32401      0.62251      80               8.22966              10.86205
15        0.10758      0.13762      48           0.34996      0.67630      81               9.05445              11.71251
16        0.11926      0.15599      49           0.37927      0.73685      82               9.99708              12.66752
17        0.12844      0.17102      50           0.41026      0.80082      83              11.07332              13.73779
18        0.13345      0.18021      51           0.44713      0.87496      84              12.26712              14.88656
19        0.13846      0.18856      52           0.48989      0.95760      85              13.55591              16.07811
20        0.14013      0.19274      53           0.53771      1.05216      86              14.91787              17.27457
21        0.13929      0.19441      54           0.59311      1.15868      87              16.34412              18.45789
22        0.13679      0.19191      55           0.65444      1.27212      88              17.80841              19.76999
23        0.13428      0.18856      56           0.72255      1.39507      89              19.33267              21.08692
24        0.13094      0.18439      57           0.79493      1.52246      90              20.94168              22.42853
25        0.12677      0.17854      58           0.87327      1.65858      91              22.66794              23.82284
26        0.12343      0.17353      59           0.96182      1.80005      92              24.57677              25.33222
27        0.12176      0.17186      60           1.06061      1.95717      93              26.76407              27.31458
28        0.12009      0.17019      61           1.17052      2.13432      94              29.63735              29.94249
29        0.12009      0.17186      62           1.29585      2.33420      95              33.93112              33.93112
30        0.12009      0.17520      63           1.43921      2.56130      96              41.27938              41.27938
31        0.12260      0.18105      64           1.60155      2.81241      97              56.03986              56.03986
32        0.12510      0.18689      65           1.78129      3.08515      98              83.33333              83.33333
33        0.12928      0.19608      66           1.97513      3.37018      99              83.33333              83.33333
</TABLE>


*THE GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES SHALL BE THE RATES
SHOWN IN THE TABLE ABOVE MULTIPLIED BY THE APPROPRIATE RATE CLASS PERCENT.
THIS PERCENT IS SHOWN ON PAGE A OF THE POLICY SPECIFICATIONS.  THE RATES
ACTUALLY CHARGED MAY BE REDUCED IN ACCORDANCE WITH THE COST OF INSURANCE RATE
SECTION OF YOUR POLICY.

                                       12


<PAGE>   13



DEFINITION SECTION
                      ACCOUNT MAINTENANCE CHARGE:  A charge deducted in the
                      calculation of the Accumulation Unit Value for
                      maintaining the Separate Account and Owner Records.

                      ACCUMULATION UNIT:  An accounting unit of measure used to
                      calculate the value of each subaccount.

                      CASH VALUE:  The Cash Value of this policy is
                      the sum of the subaccount values of the Separate Account
                      plus the fixed account value and loan account value.

                      DEBT:  The principal of any outstanding loan under this
                      policy plus any loan interest due or accrued.

                      FUND:  An investment company or separate series thereof,
                      in which the subaccounts of the Separate Accounts invest.

                      GENERAL ACCOUNT:  Our assets other than those allocated
                      to the Separate Account or any other Separate Account.

                      ISSUE AGE:  The Insured's age as of his or her nearest
                      birthday on the Policy Date.

                      MATURITY DATE:  The Maturity Date is stated in the Policy
                      Specifications.   It is the policy anniversary nearest the
                      insured's 100th birthday.

                      MONTHLY PROCESSING DATE:  The Monthly Processing Date is
                      stated in the Policy Specifications.  It is the same
                      day in each month as the Policy Date.  It is the day from
                      which policy months are determined.

                      MORTALITY AND EXPENSE RISK CHARGE:  A charge deducted in  
                      the calculation of the accumulation unit value for the
                      assumption of mortality risks and expense guarantees.

                      POLICY DATE, POLICY YEAR:  The Policy Date is stated in
                      the Policy Specifications.  It is used to determine
                      Policy Years and Monthly Processing Dates.  Subsequent
                      Policy Years will start on anniversaries of the Policy
                      Date.

                      PREMIUM:  A dollar amount received by us in U.S. Currency
                      as consideration for the  benefits to be provided under
                      this policy.

                      PREMIUM CHARGES:  The percentage of Premium deducted
                      before the Premium is allocated to the subaccounts or the
                      fixed account.

                      SEPARATE ACCOUNT:  The Kemper Investors Life Insurance
                      Company  (KILICO) Variable Separate Account -2 which was
                      established under Law as a separate investment account of
                      KILICO.

                      SEPARATE ACCOUNT VALUE:  On any Valuation Date the
                      separate account value of this policy is the sum of its
                      subaccount values.

                      SUBACCOUNTS:  The Separate Account has several
                      subaccounts.  The subaccounts available under this policy
                      are stated in the Policy Specifications.

                      SUBACCOUNT VALUE:  Each subaccount will be valued
                      separately as determined by the formula stated in this
                      policy.

                      SURRENDER VALUE:  The Surrender Value of this policy is
                      the Cash Value on the date of surrender minus any Debt.





                                       13


<PAGE>   14


                      TRADE DATE:  The Trade Date is the first Valuation Date
                      after the Company has delivered  the policy and any free
                      look period has been waived or has expired.  It is the
                      date that the money market subaccount Value will be
                      allocated to the subaccounts and the fixed account
                      according to your initial allocation.

                      VALUATION DATE:  Each day that is not a New York Stock
                      Exchange holiday or each business day on which valuation
                      of the assets is required by applicable law.

                      VALUATION PERIOD:  The period that starts at the close of
                      a Valuation Date and ends at the close of the next
                      succeeding Valuation Date.

                      WE, OUR, OURS, US:  Kemper Investors Life Insurance
                      Company

                      YOU, YOUR, YOURS: The party(ies) named as owner in the
                      application unless later changed as provided in this
                      policy.


GENERAL PROVISIONS

THE CONTRACT   This policy, any endorsements, the attached application and any
supplemental application(s) form the entire contract.  All statements made in
the application and any supplemental application(s) are representations and not
warranties unless fraud is involved.  In addition to  other reasons permitted
by law, the validity of this policy can be contested if any material
misrepresentations of fact are made in the application, a supplementary
application or a request.  No statement will void this policy or be used to
deny a claim unless it is contained in an attached application or supplemental
application.

MODIFICATION OF POLICY   Only our President, Secretary or Assistant Secretaries
have power to approve a change in or waive the provisions of this policy.  No
agent or person other than such officers can change or waive the terms of this
policy.

OWNERSHIP OF POLICY   Unless otherwise provided in the application, the insured
is the original policy owner.  You have the exclusive right to cancel or amend
this policy by agreement with us and exercise every option and right conferred
by this policy, including the right of assignment.  We reserve the right to
require the return of this policy for endorsement for any change.

CHANGE OF OWNERSHIP   Ownership may be changed during the lifetime of the
insured by written notice from you with prior consent from us.   After we
receive written notice at our home office, the change will take effect as of
the date the notice was signed.  The change, however, will not apply to any
payment made or action taken by us before the notice was received.   A change
of ownership may have tax consequences, depending on the circumstances.  We
recommend that you seek the advice of a qualified tax consultant prior to
making any such changes.

EFFECTIVE DATE OF COVERAGE   The effective date of coverage under this policy
is the Policy Date.  The Issue Date is the same date as the Policy Date unless
a different Issue Date is stated in the Policy Specifications.
Incontestability and suicide periods are measured from the Issue Date.

TERMINATION   All coverage under this policy terminates when any one of the
following events occurs: 1. you request that coverage terminate; 2. the insured
dies; 3. this policy matures; or 4. the grace period ends.

CONTESTABILITY   This policy will be incontestable after it has been in force
during the lifetime of the insured for two years from the Issue Date.  A new
two year contestability period will apply to each increase in insurance
beginning with the effective date of each increase and will apply only to
statements made in the application for the increase.  If the policy is
reinstated, a new two year contestability period will apply from the effective
date of the reinstatement and will apply only to statements made in the
application for the reinstatement.

MISSTATEMENT OF AGE AND/OR SEX    If the age and/or sex of the insured was
misstated, the Death Benefit will be adjusted based  on what the Cost of
Insurance charged for the most recent Monthly  Processing Date, prior to the
insured's death, would have purchased using the correct age and/or sex.




                                       14


<PAGE>   15


SUICIDE   If the insured dies by suicide, while sane or insane, within two
years from the Issue  Date, the Death Benefit will be limited to the premiums
paid less any withdrawal and Debt.  If the insured dies by suicide, while sane
or insane, within two years of or any increase in insurance, or any
reinstatement, our total liability with respect to such increase or
reinstatement will be the Cost of Insurance.

DUE PROOF OF DEATH   Upon the death of the insured, written proof of death in
the form of a certified copy of the death certificate, a written physician's
statement or any other proof satisfactory to us is required within sixty days
of such death or as soon thereafter as is reasonably possible.

BENEFICIARY DESIGNATION AND CHANGE OF BENEFICIARY  The original beneficiary is
named in the application for this policy.  If a beneficiary is not named, the
original beneficiary is the estate of the insured.  You may change the
beneficiary by filing a written change with us subject to the following:

1.   The change must be filed during the insured's lifetime;

2.   This policy must be in force at the time a change is filed;

3.   Such change must not be prohibited by the terms of an existing
     assignment,beneficiary designation, or other restrictions.

4.   Such change will take effect when we receive it at our home office;

5.   After we receive the request, the change will take effect as of the date
     the request for change was signed,   however,action taken by us before
     such request was received will remain valid; and

6.   The request for change must provide information to identify the new
     beneficiary.

DEATH OF BENEFICIARY   The interest of a beneficiary who dies before the
insured will pass to the other beneficiaries, if any, share and share alike,
unless otherwise provided in the beneficiary designation.  If no beneficiary
survives the insured, the proceeds of this policy will be paid to the insured's
estate.

If a beneficiary dies within ten days of the insured's death, proceeds of this
policy will be paid as if the insured had survived that beneficiary.

ASSIGNMENT   No assignment of this policy is binding on us without prior
consent.   Any claim under an assignment is subject to proof of the extent of
the interest of the assignee.  Your rights and the rights of the beneficiary
are subject to the rights of the assignee  of record.  An assignment of
coverage may have tax consequences depending on the circumstances.  We
recommend that you seek the advice of a qualified tax consultant prior to
making any such changes or assignments.

NON-PARTICIPATING   This policy will not pay dividends.  It will not
participate in any of our surplus earnings.

REPORTS   At least once each Policy Year we will send you a report.  The report
will reflect the premiums paid, investment experience and charges made since
the last report.  The report will also reflect the current Death Benefit and
Cash Value as well as any other information required by statute.

RESERVES, CASH VALUE   All reserves are greater than or equal to those required
by statute.  Any Cash Value and Death Benefit available under this policy are
at least equal to the minimum benefits required by the statutes of the state in
which this policy is delivered.

BASIS OF COMPUTATIONS   A detailed statement of the method of computation of
Cash Value under this policy has been filed with the insurance department of
the state in which this policy is delivered.  The 1980 Commissioner's Standard
Ordinary Smoker and Nonsmoker  Mortality Tables, age nearest birthday, is the
basis for minimum cash values, death benefits and guaranteed maximum Cost of
Insurance rates under this policy.

TAX TREATMENT   This policy is intended to qualify as a life insurance policy
under the Internal Revenue Code ("Code").  We may return premiums which would
disqualify the policy from tax treatment as  a life insurance policy.  This
policy may be endorsed to reflect any change in the Code and its regulations or
rulings.  You will receive a copy of any such endorsement.


                                       15


<PAGE>   16


Currently, no charges are made against the Account for federal, state or other
taxes that may be attributed to the Account.  We may in the future, however,
impose charges for federal income taxes attributed to the Account.  Charges for
other taxes, if any, attributed to this policy may also be made.


DEATH BENEFIT PROVISIONS

DEATH BENEFIT   The Death Benefit is based on the Specified Amount, the Death
Benefit Option and the Table of Death Benefit Factors applicable at the time of
death.  The Initial Specified Amount, the Death Benefit Option and the Table of
Death Benefit Factors are shown in the Policy Specifications.

SPECIFIED AMOUNT   The Specified Amount is the Initial Specified Amount shown
on the Policy Specifications, unless changed in accordance with the Changes
provision or reduced by a cash withdrawal.

DEATH BENEFIT OPTION   The Death Benefit Option is shown on the Policy
Specifications, unless changed in accordance with the Changes provision.

If Option A is in effect, the Death Benefit is the greater of: 1. the
Specified Amount; or 2. the Table of Death Benefit Factors times the Cash 
Value of this policy on the date of the insured's death.

If Option B is in effect, the Death Benefit is the greater of:

                           1. the Specified Amount plus the Cash Value of this
                              policy on the date of the
                              insured's death; or

                           2. the Table of Death
                              Benefit Factors times the Cash Value of this
                              policy on the date of the insured's death.

CHANGES                 You may change the Death Benefit Option  after the 
                        first Policy Year. The Specified Amount will be changed
                        as follows:

                           1. If the change is Option A to Option B, the 
                              Specified Amount after such change will be:

                              a. the Specified Amount prior to such change;
                                 minus

                              b. the Cash Value on the date of the change.

                           2. If the change is from Option B to Option A, the 
                              Specified Amount after such change will be:

                              a. the Specified Amount prior to such change; plus

                              b. the Cash Value on the date of the change.

                        You may also increase the Specified Amount after the
                        first Policy Year and prior to the insured's attained
                        age 85.  You may also decrease the Specified Amount
                        after the first  Policy Year.  The change is subject  to
                        the following:

                           1. Any decrease will reduce the insurance in the 
                        following order:

                              a. the most recent increase first;

                              b. any other increases in the reverse order in 
                                 which they occurred; and

                              c. finally, against the initial Specified Amount.

                           2. Any request for an increase must be applied for 
                        on a supplemental application and is subject to our 
                        normal underwriting requirements.

                        The request for a change must be in writing.  No
                        more than one change will be

                                       16


<PAGE>   17

                        allowed in any Policy Year.  The Minimum Change in
                        Specified Amount is shown in the Policy Specifications. 
                        The change will be effective on the first Monthly
                        Processing Date on or after the day we receive the
                        request.  No changes will be allowed if the resulting
                        Specified Amount would be less than the lesser of the
                        Initial Specified Amount or the Minimum Specified Amount
                        or if this policy would be disqualified as life
                        insurance under the Code.  The Initial Specified Amount
                        and the Minimum Specified Amount are shown on the Policy
                        Specifications.

PAYMENT OF THE          Death Benefits will be paid following receipt by us at 
DEATH BENEFIT           our home office of due proof that the insured died 
                        while this policy was in force.  The Death Benefit will
                        be determined based upon the date of death.  The return 
                        of this policy is required before a payment is made.

                        The Death Benefit proceeds will be equal to:

                           1. the Death Benefit; minus

                           2. any monthly deductions due during the grace 
                              period; minus

                           3. any Debt.

                        We may defer payment of the Death Benefit:

                           1. for up to 6 months; or

                           2. for any period during which the New York Stock 
                        Exchange is closed for trading (except for normal
                        weekend and holiday closings) or when the Securities 
                        and Exchange Commission determines that an emergency 
                        exists which may make such payment impractical.

PREMIUM PROVISIONS

INITIAL PREMIUM         The Initial Premium is shown in the Policy 
                        Specifications.  It is payable to us or to an authorized
                        agent on or before delivery of this policy.

ADDITIONAL PREMIUM      The amount and frequency of Planned Premium and Minimum
                        Premium Requirements are shown in the Policy 
                        Specifications.  The amount and frequency can be 
                        changed upon request, subject to our approval.

                        While this policy is in force, additional premiums may 
                        be paid at any time prior to the Maturity Date. We 
                        reserve the right to limit or refund any Premium if:

                        1. the amount of the Premium is below our current 
                           minimum Premium amount requirement;

                        2. the Premium would increase the Death Benefit by more
                           than the amount of Premium; or

                        3. the Premium would disqualify the policy as life 
                           insurance under the Code.

                        We reserve the right to require evidence of 
                        insurability before accepting a Premium that would
                        increase the net amount at risk.

NET PREMIUM             The Net Premium equals the Premium paid less the 
                        Premium Charges shown in the Policy Specifications.

PREMIUM ALLOCATION      The initial Net Premium will be allocated to the Money 
                        Market Subaccount.  On the first Valuation Date on or 
                        following the Trade Date, the Money Market Subaccount 
                        Value will be allocated in accordance with the Initial 
                        Premium Allocation as shown in the Policy 
                        Specifications.  Any Net Premium received after

                                       17


<PAGE>   18

                        the Trade Date will be allocated on the first
                        Valuation Date on or following the date the Premium is
                        received in our home office in accordance with the
                        Initial Premium Allocation as shown in the Policy
                        Specifications.

                        The Premium allocation shown in the Policy 
                        Specifications may be changed by you.  The request for 
                        an allocation change must be in writing or per 
                        telephone request, if a proper telephone authorization 
                        form is on file with us.

GRACE PERIOD            If the Surrender Value on the day immediately preceding
                        a Monthly Processing Date is less than the monthly 
                        deduction for the next month, a grace period of 61 days 
                        will be allowed for the payment, without evidence of
                        insurability, of Premium payment or loan repayment 
                        equal to at least three monthly deductions.

                        This grace period will begin on the day we mail notice
                        of the required payment to your last known address.

                        If payment is not received within the grace period, all
                        coverage under this policy will terminate at the end of
                        the grace period in accordance with the nonforfeiture   
                        provisions.  If death of the insured occurs within the
                        grace period, any amount payable will be reduced by any
                        unpaid monthly deductions.

REINSTATEMENT           If this policy lapses because of insufficient Surrender
                        Value to cover the monthly deduction, and has not been 
                        surrendered for its Surrender Value, it may be 
                        reinstated at any time within three years after the 
                        date of lapse.  The reinstatement is subject to:
                        
                        1. receipt of evidence of insurability satisfactory to 
                           us;

                        2. payment of enough Premium to pay the unpaid monthly 
                           deductions due during the last expired grace period.

                        3. payment of a minimum premium sufficient to keep
                           this policy in force for three months; and

                        4. payment of any Debt against the policy which
                           existed at the date of termination of coverage.

                        The effective date of reinstatement of a policy will be
                        the Monthly Processing Date that coincides with or
                        next follows the date the application for reinstatement
                        is approved by us.


                        The suicide and incontestability provisions will apply 
                        from the effective date of reinstatement.

GENERAL ACCOUNT PROVISIONS

GENERAL ACCOUNT         The guaranteed benefits under this policy are provided 
                        through our General Account.  The fixed account is the 
                        only account available to you in our General Account.
                             

FIXED ACCOUNT           The fixed account is credited with interest rate(s) 
                        which will not be less than the guaranteed minimum 
                        interest rate.  The guaranteed minimum interest rate is
                        3.00% per year compounded daily at the daily equivalent
                        of a 3.00% annual effective rate.
                        
                        We may declare from time to time a current rate which is
                        higher than the guaranteed minimum interest rate.  Each
                        current interest rate will be guaranteed until the next
                        policy  anniversary.



                                       18


<PAGE>   19

                        On each policy anniversary, we will also declare current
                        interest rate(s) which will apply to net premiums 
                        previously received, and the interest thereon. These
                        interest rate(s) will be guaranteed until the next 
                        policy anniversary. 

FIXED ACCOUNT VALUE     On any Valuation Date, the fixed account value is 
                        equal to:

                        1. the sum of all net premiums allocated to the fixed 
                           account; plus

                        2. any amounts transferred to the fixed account; plus

                        3. the total interest credited to the fixed account; 
                           plus

                        4. any pro-rata monthly deductions charged to the fixed
                           account; minus

                        5. any amounts transferred from the fixed account; minus

                        6. any amounts withdrawn from the fixed account; minus

                        7. any amounts loaned from the fixed account.


VARIABLE ACCOUNT PROVISIONS

ACCOUNT                 The variable benefits under this policy are provided 
                        through the KILICO Variable Separate Account 2 which is 
                        referred to in this policy as the Separate Account.
                        It is a separate investment Account maintained by us 
                        into which a portion of our assets have been allocated 
                        for this policy and may be allocated for certain other 
                        policies.

LIABILITIES OF ACCOUNT  The assets equal to the reserves and other liabilities 
                        of the Account will not be charged with liabilities 
                        arising out of any other business we may conduct.  The
                        assets of the Account will be valued on each Valuation 
                        Date.

SUBACCOUNT VALUE        On any Valuation Date, a Subaccount Value equals:

                        1. the Subaccount Value on the previous Valuation Date 
                           multiplied by the Investment Experience Factor for 
                           the end of the current Valuation Period; plus

                        2. any net premiums received and allocated to the 
                           Subaccount during the current Valuation Period; plus

                        3. any amounts transferred to the subaccount during 
                           the current Valuation Period; minus

                        4. the pro-rata portion or the designated amount of 
                           any monthly deduction charged to the Subaccount  
                           when the Valuation Period includes a Monthly
                           Processing Date; minus

                        5. any amounts transferred from the Subaccount during 
                           the current Valuation Period; minus

                        6. any amounts withdrawn from the Subaccount during 
                           the current Valuation Period; minus

                        7. any amounts borrowed from the Subaccount during the 
                           Valuation Period.

FUND                    Each subaccount of the Separate Account will buy shares
                        of an investment company offered as in investment 
                        alternative under the policy.  The Funds are registered
                        under the Investment Company Act of 1940 as open-end 
                        management investment

                                       19


<PAGE>   20

                        companies.  Each series of a Fund represents a
                        separate investment portfolio which corresponds to one
                        of the subaccounts of the Separate Account.

                        If we establish additional subaccounts each new
                        subaccount will invest in a new series of a Fund or 
                        in shares of an investment company.  We may also add 
                        and/or substitute other investment companies. 

CHANGE OF INVESTMENT    Unless otherwise required by law or regulation, the 
ADVISER OR INVESTMENT   investment adviser or any investment objective may not 
OBJECTIVES              be changed without our consent.  Any investment
                        objective will not be materially changed unless a
                        statement of the change is filed with and approved by
                        the Insurance Department of the State of Illinois. 
                        If required, approval of or change of any investment 
                        objective will be filed with the insurance department 
                        of the state where this policy is delivered.

RIGHTS RESERVED BY US   We reserve the right, subject to compliance with the 
                        law as currently applicable or subsequently changed:

                        1. to operate the Separate Account in any form 
                           permitted under the Investment Company Act of 1940 
                           or in any other form permitted by law;

                        2. to take any action necessary to comply with or 
                           obtain and continue any exemptions from the 
                           Investment Company Act of 1940 or to comply with any
                           other applicable law;

                        3. to transfer any assets in any Subaccount to another 
                           Subaccount or to one or more  accounts,  or our 
                           General Account; or to add, combine, substitute or 
                           remove subaccounts in the Separate Account;

                        4. to delete the shares of any of the portfolios of 
                           the Funds or other open-end investment  company
                           and to substitute, for the Funds shares held in any
                           subaccount, the shares of another portfolio of the
                           Funds or the shares of another investment  company
                           or any  other investment permitted by law; and

                        5. to change the way we assess charges, but without 
                           increasing the aggregate amount beyond that
                           currently charged to the Separate Account and the
                           Funds in connection with the policies.

                        When required by law, we will obtain your approval of
                        such changes and the approval of any regulatory
                        authority.

ACCUMULATION UNIT       Each subaccount has an accumulation unit value.  For 
VALUE                   each subaccount the accumulation unit value was 
                        initially set at the same unit value as the net asset
                        value of a share of the underlying portfolio.  When
                        premiums or other amounts are allocated to a    
                        subaccount, a number of units are purchased based on the
                        subaccount's accumulation unit value at the end of the
                        Valuation Period  during which the allocation is made.  
                        When amounts are transferred out of or deducted from a
                        subaccount, units are redeemed in a similar manner.
                        
                        The accumulation unit value for each subsequent
                        Valuation Period is the investment experience factor 
                        for that period multiplied by the accumulation unit
                        value for the immediately preceding period.  The
                        accumulation unit value for a Valuation Period
                        applies to each day in such period.  The number of
                        accumulation units will not change as a result of
                        investment experience.


INVESTMENT EXPERIENCE   Each subaccount has its own Investment Experience 
FACTOR                  Factor.  The investment experience of the Separate 
                        Account is calculated by applying the Investment  
                        Experience Factor to the Cash Value in each subaccount 
                        during a Valuation Period.
                        



                                       20
<PAGE>   21

                        The Investment Experience Factor of a subaccount for a
                        Valuation Period is determined by dividing 1. by 2.     
                        and subtracting 3. from the result, where: 

                            1. is the net result of:

                               a. the net asset value per unit of the investment
                                  held in the subaccount determined at the end 
                                  of the current Valuation Period; plus

                               b. the per unit amount of any dividend or capital
                                  gain distributions made by the investments 
                                  held in the subaccount if the "ex-dividend" 
                                  date occurs during the current Valuation 
                                  Period; plus or minus

                               c. a credit or charge for any taxes reserved for
                                  the current Valuation Period which we 
                                  determine to have resulted from the 
                                  investment operations of the subaccount;

                            2. is the net asset value per unit of the
                               investment held in the subaccount, determined at
                               the end of the last prior Valuation Period; and

                            3. is the factor representing the sum of the 
                               Mortality and Expense Risk Charge and the 
                               Account Management Charge for each day in the 
                               Current Valuation Period.


NONFORFEITURE PROVISIONS

CASH VALUE              The Cash Value of this policy is equal to the sum of 
                        the subaccount values plus the fixed account value plus 
                        the loan account value.

MONTHLY DEDUCTION       On each Monthly Processing Date, a monthly deduction 
                        will be made equal to the sum of the following:

                        1. the monthly cost of insurance charge for this 
                           policy.; plus
                        2. the monthly charge for any supplemental benefits and
                           riders; plus
                        3. the monthly administration charge.

                        The monthly deduction will be deducted from the
                        subaccounts and the fixed account in proportion to the 
                        value that each account bears to the separate account 
                        value plus the fixed account value.

COST OF INSURANCE       The Cost of Insurance is determined on each Monthly 
                        Processing Date and is determined separately for the 
                        Initial Specified Amount and for each increase in 
                        Specified Amount.
                                               
                        The Cost of Insurance equals a. times the result of b. 
                        minus c., where:

                        a. is the Cost of Insurance rate;

                        b. the Death Benefit divided by 1.0024663; and

                        c. is the Cash Value.

COST OF INSURANCE RATE  The monthly Cost of Insurance Rate is based on the 
                        insured's sex, Issue Age, Attained Age (in the case
                        of increases) and Rate Class.  The Cost of Insurance
                        rate will also vary by Policy Year.  It is determined
                        separately for the initial Specified Amount and the
                        amount of each increase in Specified Amount.

                        Any change in the Cost of Insurance Rates will apply to
                        all individuals of the same Sex, Issue Age, Attained
                        Age (in the case of increases),  Rate Class and Policy
                        Year.  At no time will such rates ever be greater than 
                        those shown in the Table of Guaranteed Maximum Monthly 
                        Cost of Insurance Rates, shown in the Policy

                                       21


<PAGE>   22

                        Specifications, multiplied by a Rate Class percent. 
                        These rates are based on the 1980 Commissioner's 
                        Standard Ordinary Smoker or Nonsmoker Mortality Tables,
                        age nearest birthday.

SUPPLEMENTAL BENEFITS   The monthly charges for any Supplemental Benefits and 
AND RIDERS              riders are shown in the Policy Specifications.

INSUFFICIENT CASH       The policy will terminate as provided in the grace 
VALUE                   period provision if the Surrender Value on the date 
                        immediately preceding a Monthly Processing Date is:

                           1. insufficient to cover the monthly deduction for 
                              the month following such Monthly Processing Date;
                              and

                           2. no Premium payment or loan payment sufficient to 
                              cover at least three monthly deductions is 
                              received before the end of the grace period.

                        Any deduction for the Cost of Insurance or other 
                        benefits and riders after termination of insurance will
                        not be considered a reinstatement of this policy or a 
                        waiver by us of the termination.
                     
TRANSFER PROVISIONS     You may transfer all or part of the value of each 
                        subaccount at any time to another subaccount subject 
                        to the following conditions:

                           1. transfers are not permitted until after the
                              Trade Date.  Thereafter, one transfer will
                              be permitted in each fifteen day period.  All
                              transfers which occur during one business day 
                              will be considered one transfer;

                           2. The minimum amount which may be transferred is
                              $500.00 or, if smaller, the remaining value of 
                              this policy's interest in a subaccount;

                           3. No partial transfer will be made if your
                              remaining subaccount value will be less than 
                              $500.00 after such transfer unless this policy's 
                              interest in such subaccount is eliminated by 
                              means of such transfer.

                        You may transfer part of the fixed account value to any
                        subaccount subject to the following additional
                        conditions:

                           1. transfers are not permitted until after the Trade
                              Date.  Thereafter, one transfer will be permitted
                              in each Policy Year during the thirty days that 
                              follow a policy anniversary;

                           2. The minimum amount which may be transferred is 
                              $500.00 or, if smaller, the remaining value of 
                              this policy's interest in the fixed account;

                           3. No partial transfer will be made if your 
                              remaining fixed account value will be less than 
                              $500.00 after such transfer unless this policy's 
                              interest in the fixed account is eliminated by 
                              means of such transfer.

                        We reserve the right at any time and without prior
                        notice to any party to terminate, suspend or modify 
                        the reallocation provision described above.  We may 
                        defer making  reallocations for up to 7 business days 
                        from receipt of such notice.

                        Any transfer direction must clearly specify the amount
                        which is to be transferred and the names of the
                        accounts which are to be affected.  A telephone transfer
                        direction will be honored by us only if a properly
                        executed telephone transfer authorization is on file
                        with us, and if such transfer direction complies with
                        the authorization's conditions and our administrative
                        procedures.




                                       22


<PAGE>   23

WITHDRAWAL PROVISIONS   Cash withdrawals may be made any time after the first 
                        policy year.  The Minimum Withdrawal Amount is shown 
                        in the Policy Specifications.   You must specify the
                        accounts from which the withdrawal is to be made.

EFFECT OF A WITHDRAWAL  The Cash Value will be reduced by the amount of the 
                        withdrawal.  If Death Benefit Option A is in effect, 
                        the Specified Amount will also be reduced by the amount
                        of the withdrawal.

POLICY LOAN PROVISIONS

POLICY LOANS            Policy Loans may be made any time after the first 
                        Policy Year. We will lend up to a maximum loan amount
                        of 90% of Cash Value.  The amount of any new loan
                        may not exceed the maximum loan amount less Debt on the
                        date the loan is granted. The minimum amount of a loan
                        is shown in the Policy Specifications.

                        On the date the loan is made, an amount equal to the 
                        loan will be transferred from the subaccounts and  
                        the fixed accounts to the loan account held in the 
                        General Account until the loan is repaid.  Unless 
                        directed otherwise, the loaned amount will be deducted 
                        from the subaccounts and the fixed account in 
                        proportion to the values that each account bears to
                        the separate account value plus the fixed account 
                        value. 
                             
                        Should the Debt equal or exceed the Cash Value, this
                        policy will terminate 61 days after notice has been 
                        mailed to you at your last known address.

                        Cash Values derived from premium received by us in the
                        form of a check or draft will not be available for 
                        loans until 30 days after deposit of such check or
                        draft.

POLICY LOAN INTEREST    Interest accrues daily at the adjustable loan interest 
                        rate. The adjustable loan interest rate will not exceed
                        the lesser of 10% or a published monthly average, 
                        currently Moody's Corporate Bond Yield Average-Monthly
                        Average Corporates, as published by Moody's Investor's
                        Service, Inc., or any successor to that service,  
                        for the calendar month that ends two months before the 
                        loan interest rate is determined by KILICO.  The 
                        interest rate will be determined at the beginning of 
                        each Policy Year and it applies to new and outstanding
                        loans.  Loan interest is due on each policy anniversary
                        after the date the loan is issued.  Interest payments 
                        are due as shown in the Policy Specifications.  If 
                        interest is not paid within (31) days of its due date 
                        it will be added to the amount of the loan as of its 
                        due date. 

                        The initial adjustable loan interest rate is shown in 
                        the Policy Specifications.

                        We will give 30 days advance written notice before each
                        policy anniversary of the interest rate for the new 
                        Policy Year.

                        During the existence of a loan, the General Account
                        Value will earn interest at the rate charged, reduced
                        by not more than 1.00%.  Interest will be earned on a
                        daily basis and will be added to the General Account 
                        Value.

POLICY LOAN REPAYMENT   A Debt may be repaid in full or in part at any time 
                        while this policy is in force.  As Debt is paid, the 
                        loan account value equal to the amount of repayment
                        which exceeds the difference between interest due and
                        interest earned will be allocated to the subaccounts  
                        and the fixed account according to the then current
                        premium allocation instructions. 

EFFECT OF POLICY LOANS  The Debt on this policy will reduce the amount of Cash 
                        Value payable upon surrender.  The Debt on this policy 
                        will also reduce the amount of Cash Value available for 
                        withdrawal.  The Death Benefit payable to the 
                        beneficiary upon the death of the insured will also
                        be reduced by the amount of Debt.




                                       23


<PAGE>   24

SURRENDER VALUE PROVISIONS

SURRENDER               This policy may be surrendered for its Surrender Value 
                        upon written request by you and return of the policy to
                        us at our home office.   The request must be made 
                        during the lifetime of the insured and while this 
                        policy is in force.  The return of the policy is 
                        required before the Surrender Value is paid.

                        Payment of the Surrender Value will discharge us from
                        our obligations under this policy.

                        We will pay the Surrender Value of this policy to you on
                        the Maturity Date if the Insured is living and this 
                        policy is in force.


REALLOCATION, WITHDRAWAL, LOAN
AND SURRENDER PROCEDURES

                        A transfer, withdrawal, loan or surrender will be
                        effective at the end of the Valuation Period
                        following a telephone transfer direction or receipt by
                        us at our home office of a written request which
                        contains all required information.

                        Accumulation units will be redeemed to the extent
                        necessary to achieve the dollar amount of the transfer,
                        withdrawal, loan or surrender.  The accumulation units 
                        credited in each subaccount will be reduced by the 
                        number of accumulation units redeemed.  The reduction 
                        in the number of accumulation units will be determined 
                        on the basis of the accumulation unit value at the end 
                        of the Valuation Period during which the request 
                        containing all required information is received by us. 
                        An amount withdrawn, loaned or surrendered from 
                        the subaccounts will be paid within seven calendar days
                        after the date proper written election is received by 
                        us unless:

                        1.  the New York Stock Exchange is closed (other than 
                            customary weekend and holiday closings);

                        2.  trading in the markets normally utilized is 
                            restricted, or an emergency exists as determined by 
                            the Securities and Exchange Commission, so that 
                            disposal of investments or determination of the 
                            valuation unit is not reasonably practicable; or

                        3.  such other periods as defined by the Securities 
                            and Exchange Commission for the protection of
                            owners.

                        If the withdrawal, loan, or surrender is to be
                        made from the fixed account, we may defer the payment
                        for a period permitted by law, but not more than six
                        months after the written request is received by us.
                        During the period of deferral, interest at the then
                        current rate will continue to be credited to the fixed
                        account value.


SETTLEMENT PROVISIONS


SETTLEMENT OPTIONS      The policyholder, or beneficiary at the death of the 
                        Insured, if no election by the  Policyholder is in
                        effect, may elect to have all of the Surrender Value or
                        Death Benefit of this policy paid in a lump sum or have
                        the amount applied to one of the settlement options
                        noted below.  Payments under these options will not be
                        affected by the investment experience of the Separate
                        Account after proceeds are applied under a settlement
                        option.  Payment will be made as elected by the payee 
                        on a  monthly, quarterly, semi-annual or annual basis.

                        The option selected must result in a payment that is 
                        at least equal to our minimum


                                       24


<PAGE>   25

                        payment, according to our rules in effect at the
                        time the settlement option is  chosen.


                        If at any time the payments are less than the minimum
                        payment, we have the right to increase the period
                        between payments to quarterly, semi-annual or   annual
                        or to  make the payment in one lump sum so that
                        the payment is at least equal to our minimum payment.


ELECTION OF             Election of a settlement option may be made by written 
SETTLEMENT OPTION       notice to us.  The election may be made:

                        1.  by you during the lifetime of the insured;

                        2.  by the beneficiary if no election made by you is 
                            in effect at the time of the death of the insured; 
                            or

                        3.  by the beneficiary if you reserve the right for 
                            the beneficiary to change an election upon the 
                            death of the insured.  Such change must be made 
                            prior to the first settlement option payment.

                        An election in effect during the lifetime of the insured
                        will be revoked by a subsequent change of beneficiary or
                        an assignment of this policy, unless provided otherwise.


GENERAL CONDITIONS      The Surrender Value or Death Benefit will be used to 
                        determine the monthly benefit payment.  The monthly 
                        benefit payment will be based upon the settlement 
                        option elected in accordance with the appropriate 
                        Settlement Option Table.

                        OPTION 1 - Income for Specified Period - We will pay a
                        monthly income for the period elected but not less than 
                        5 years nor more than 30 years.

                        OPTION 2 - Life Income -  We will pay a monthly
                        income to the payee during the payee's lifetime.

                        OPTION 3 - Life Income with Installments Guaranteed  -
                        We will pay a monthly income for the Guaranteed Period
                        elected and thereafter for the remaining lifetime of 
                        the payee.  The period elected may be 5, 10, 15 or 20 
                        years.

                        OPTION 4 - Joint and Survivor Income  - We will pay the
                        full monthly income while both payees are living.  Upon
                        the death of either payee, the income will continue 
                        during the lifetime of the surviving payee.  The 
                        surviving payee's income will be the percentage of
                        such full amount chosen at the time of election of this
                        option.  The percentages available are 50%, 66 2/3%, 75%
                        and 100%.

OTHER SETTLEMENT        May be available with our consent.
OPTIONS           

SUPPLEMENTARY CONTRACT  A supplementary contract will be issued to reflect 
                        payments to be made under a settlement option.          
                        If settlement is a result of the death of the insured, 
                        its effective date will be the date of death.  
                        Otherwise its effective date will be the date
                        chosen by you.

DATE OF FIRST PAYMENT   Interest under the settlement options will begin to 
                        accrue on the effective date of the supplementary 
                        contract.  If the normal effective date is the 29th, 
                        30th or 31st of the month, the effective date will be 
                        the 28th day of that month. 

EVIDENCE OF AGE,        We may require satisfactory evidence of the age and sex
SEX AND SURVIVAL        of any person on whose life the income is to be based 
                        and the continued survival of any person on whose life 
                        the income is based.
                        
BASIS OF SETTLEMENT     The guaranteed monthly payments are based on an 
OPTIONS                 interest rate of 2.5% per year


                                       25


<PAGE>   26


                        and, where mortality is involved the "1983 Table A"
                        individual mortality table developed by the Society
                        of Actuaries, with a 5-year setback.


DISBURSEMENT OF FUNDS   At the death of the payee, any unpaid installments will
UPON DEATH OF PAYEE     be paid in one lump sum to the estate of the payee 
UNDER OPTIONS 1 OR 3    unless otherwise provided in the supplementary 
                        agreement.  The lump sum will be equal to the commuted
                        value of the remaining installments, based upon a
                        minimum interest rate of not less than 2.5%.

PROTECTION OF BENEFITS  Unless otherwise provided in the supplementary contract
                        the payee may not: 1. commute; 2. anticipate; 
                        3. assign; 4. alienate; or 5. otherwise encumber any
                        payment to be received.

CREDITORS               The proceeds of the policy and any payment under an 
                        option will be exempt from the claim of creditors and
                        from legal process to the extent permitted by law.


                                       26

<PAGE>   1
KEMPER INVESTORS LIFE INSURANCE COMPANY
A Stock Life Insurance Company
1 Kemper Drive
Long Grove, IL 60049-0001
Telephone 847-550-5500

INSURED            NO. 1 JOHN DOE           ISSUE AGE    35
                   NO. 2 JANE DOE                        35

POLICY DATE        JAN 01 1997          POLICY NUMBER     7007005

INITIAL SPECIFIED  $100,000             DATE OF ISSUE  JAN 01 1997
AMOUNT

RIGHT TO CANCEL - FREE LOOK PERIOD

This policy may be returned to us within 10 days of the time you receive it.
It may be mailed or delivered to us or to the agent who sold it.  Upon our
receipt, this policy will be deemed void from the beginning.  The Cash Value of
the policy plus any monthly deductions and any deductions made against premiums
will be refunded within seven days of our receipt of a notice of cancellation
and the return of this policy.  This amount will be at least equal to the
premiums paid.

On the Maturity Date, if the Life Insured is living and this policy is in
force, we will pay the Surrender Value to you.  If both Lives Insured die prior
to the Maturity Date and this policy is in force, on the second death we will
pay to the beneficiary the Death Benefit in force at the time of the Life
Insured's death.  Payment made to you or to the beneficiary will be made
subject to the terms of this policy.

The Death Benefit is payable following the second death of the Lives Insured.
However, you must give us proof of the first death as soon as it occurs.  Proof
of the first death is important for us to accurately determine benefits under
the policy.  We will adjust your Monthly Deduction accordingly when we receive
proof of the first death.

This policy is issued in consideration of the attached application(s) and
payment of the Initial Premium.  The terms on this and the following pages are
part of the policy.

Signed for the Kemper Investors Life Insurance Company at its home offices in
Long Grove, Illinois.


     Secretary                                 President

SURVIVORSHIP, FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
PAYABLE ON THE SECOND DEATH
NON-PARTICIPATING - NO ANNUAL DIVIDENDS

MATURES ON POLICY ANNIVERSARY NEAREST THE YOUNGER OF THE LIVES INSURED'S 100TH
BIRTHDAY

TO THE EXTENT ALLOCATIONS ARE MADE TO THE DIVISIONS, THE CASH VALUE IS BASED ON
THE INVESTMENT EXPERIENCE  OF THE DIVISIONS AND MAY INCREASE OR DECREASE DAILY.
THIS AMOUNT IS NOT GUARANTEED.  THE AMOUNTS, OR DURATION OF THE DEATH BENEFIT
MAY VARY UNDER THE CONDITIONS DESCRIBED IN THE DEATH BENEFIT AND TERMINATION
PROVISIONS.

This policy is a legal contract between you and us.

READ YOUR POLICY CAREFULLY.


Policy Form No. S-7005


<PAGE>   2


<TABLE>
        <S>                                                     <C>
        INDEX                                                   PAGE NO.

        Policy Specifications                                          A

        Definitions                                                    1

        General Provisions                                             2

        Death Benefit Provisions                                       4

        Premium Provisions                                             6

        Account Provisions                                             7

        Non-Forfeiture Provisions                                      9

        Reallocation Provisions                                        9

        Withdrawal Provisions                                         10

        Policy Loan Provisions                                        11

        Surrender Value Provisions                                    12

        Reallocation, Withdrawal, Loan  & Surrender Procedures        12

        Settlement Provisions                                         12

        Settlement Option Table                                       15
</TABLE>






Supplemental Benefits, if any, in the Policy Specifications are described in
the supplemental benefit agreements that follow the Settlement Option Table.
All capitalized terms are either defined in the Definition section or itemized
on the Policy Specifications page.


S-7005-GP                                                                 Page A

<PAGE>   3



                             POLICY SPECIFICATIONS


INSURED            NO. 1  JOHN DOE              ISSUE AGE      35
                   NO. 2  JANE DOE                             35

POLICY DATE        JAN 01, 1997                 POLICY NUMBER  7007005

INITIAL SPECIFIED  $1,000,000                   DATE OF ISSUE  JAN 01, 1997
AMOUNT

DEATH BENEFIT      OPTION A


                              COVERAGE INFORMATION


<TABLE>
<CAPTION>
                                   RATE
                                   CLASS      COVERAGE    MATURITY OR    MONTHLY
BENEFIT DESCRIPTION                PERCENT    AMOUNT      EXPIRY DATE    RATE
<S>                                <C>       <C>          <C>           <C>


FLEXIBLE PREMIUM VARIABLE LIFE*    100       $1,000,000   JAN 01, 2062   SEE  PAGE D
</TABLE>


* IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE
SHOWN IF PREMIUMS PAID ARE INSUFFICIENT TO CONTINUE THE COVERAGE TO SUCH DATE. 
EVEN IF COVERAGE CONTINUES TO THE MATURITY DATE, THERE MAY BE NO SURRENDER VALUE
TO BE PAID ON THAT DATE.  COVERAGE AMOUNT UNDER OPTION A IS THE SPECIFIED AMOUNT
INCLUSIVE OF THE CASH VALUE.



                              PREMIUM INFORMATION


INITIAL PREMIUM                         $7850.00

PLANNED PERIODIC PREMIUM                $7850.00 ANNUAL

INSURED RATE CLASS                      NO. 1  STANDARD NONTOBACCO
                                        NO. 2  STANDARD NONTOBACCO







S-7005-GP                                                                 Page A

<PAGE>   4



                             POLICY SPECIFICATIONS

 INSURED        JOHN DOE                             ISSUE AGE    35
                JANE DOE                                          35

 POLICY DATE    JAN 01, 1997                         POLICY NUMBER     7007005

 TRADE DATE     FEB 01, 1997



 DEDUCTION DAY                              DAY 01 OF EACH MONTH

 DEDUCTION PERIOD                           65 YEARS, 00 MONTHS

 MINIMUM SPECIFIED AMOUNT                   [$1,000,000.00]

 MINIMUM CHANGE IN SPECIFIED AMOUNT         [$100,000.00]

 MINIMUM WITHDRAWAL AMOUNT                  [$1,000.00]

 MINIMUM LOAN AMOUNT                        [$1,000.00]

 PREMIUM CHARGES                             [11.50%]

 MONTHLY ADMINISTRATIVE CHARGE              [FIRST POLICY YEAR           $20.00
                                              POLICY YEARS TWO AND LATER  $5.00]

 MORTALITY AND EXPENSE RISK CHARGE

     CURRENT BASED ON CUMULATIVE NET PREMIUMS
     CUMULATIVE NET PREMIUMS UP TO  $100,000                              .65%
     CUMULATIVE NET PREMIUMS BETWEEN $100,001 AND $250,000                .50%
     CUMULATIVE NET PREMIUMS BETWEEN $250,001 AND $500,000                .40%
     CUMULATIVE NET PREMIUMS IN EXCESS OF $500,000                        .30%
     NET PREMIUMS EQUALS PREMIUMS MINUS WITHDRAWALS

     GUARANTEED                                                           .90%
                                                                      
 ACCOUNT MAINTENANCE CHARGE                                               .45%

 INITIAL ADJUSTABLE LOAN INTEREST RATE                [10.00%]

 MINIMUM PREMIUM                                [$3000.00 per year]

 IRC SECTION 7702 TEST                          GUIDELINE PREMIUM


                         TABLE OF DEATH BENEFIT FACTORS


<TABLE>
<CAPTION>
  ATTAINED             ATTAINED           ATTAINED           ATTAINED
  AGE*        PERCENT  AGE*      PERCENT  AGE*      PERCENT  AGE*      PERCENT
  <S>         <C>      <C>       <C>      <C>       <C>      <C>       <C>
  0-40        250      50        185      60        130      70        115
  41          243      51        178      61        128      71        113
  42          236      52        171      62        126      72        111
  43          229      53        164      63        124      73        109
  44          222      54        157      64        122      74        107
</TABLE>


S-7005-GP                                                                 Page B

<PAGE>   5


<TABLE>
  <S>         <C>      <C>       <C>      <C>       <C>      <C>       <C>
  45          215      55        150      65        120      75-90     105
  46          209      56        146      66        119      91        104
  47          203      57        142      67        118      92        103
  48          197      58        138      68        117      93        102
  49          191      59        134      69        116      94        101
                                                             95+       100
</TABLE>


*ATTAINED AGE IS THE AGE NEAREST BIRTHDAY AS OF THE BEGINNING OF THE POLICY
YEAR.





S-7005-GP                                                                 Page B

<PAGE>   6



                             POLICY SPECIFICATIONS

INSURED         NO. 1  JOHN DOE                 ISSUE AGE    35
                NO. 2  JANE DOE                              35

POLICY DATE     JAN 01, 1997                    POLICY NUMBER     7007005

TRADE DATE      FEB 01, 1997


SEPARATE ACCOUNT                                INITIAL PREMIUM ALLOCATION

MONEY MARKET                                               0% 
GOVERNMENT BOND                                            0% 
FIXED INCOME                                             100% 
EQUITY                                                     0% 
BALANCED                                                   0% 
FIXED ACCOUNT                                              0% 
















S-7005-GP                                                                 Page C

<PAGE>   7




                             POLICY SPECIFICATIONS




INSURED      NO. 1  JOHN DOE                    ISSUE AGE      35
             NO. 2  JANE DOE                                   35

POLICY DATE  JAN 01, 1997                       POLICY NUMBER  7007005


    TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES* PER $1,000



<TABLE>
<CAPTION>
POLICY                        POLICY                               POLICY
YEAR    NONTOBACCO TOBACCO    YEAR       NONTOBACCO   TOBACCO      YEAR         NONTOBACCO      TOBACCO
<S>     <C>        <C>        <C>        <C>          <C>          <C>          <C>           <C>
1       0.01000    0.01000    23         0.12231      0.32054      45           4.69924          6.45568
2       0.01000    0.01000    24         0.14365      0.36892      46           5.44087          7.23885
3       0.01000    0.01000    25         0.16895      0.42403      47           6.30715          8.13124
4       0.01000    0.01000    26         0.19908      0.48940      48           7.31753          9.14548
5       0.01000    0.01000    27         0.23597      0.56666      49           8.46287         10.31447
6       0.01000    0.01153    28         0.28156      0.66170      50           9.73941         11.52027
7       0.01000    0.01522    29         0.33723      0.77243      51           11.12947        12.86132
8       0.01000    0.01972    30         0.40308      0.90081      52           12.63400        14.19007
9       0.01000    0.02505    31         0.47990      1.04164      53           14.23436        15.69246
10      0.01183    0.03145    32         0.56784      1.19774      54           15.95027        17.16392
11      0.01443    0.03887    33         0.66736      1.36161      55           17.78897        18.82740
12      0.01748    0.04761    34         0.78170      1.54520      56           19.78599        20.61799
13      0.02104    0.05770    35         0.91701      1.74944      57           22.00633        22.59981
14      0.02522    0.06961    36         1.08841      1.99230      58           24.56619        24.94159
15      0.03015    0.08362    37         1.27877      2.28250      59           27.80325        27.91512
16      0.03603    0.10000    38         1.52262      2.62869      60           32.43367        32.47109
17      0.04312    0.11940    39         1.81657      3.03185      61           40.11855        40.15324
18      0.05168    0.14280    40         2.16057      3.49329      62           55.18811        55.22392
19      0.06186    0.17010    41         2.55596      4.00181      63           83.33333        83.33333
20      0.07389    0.20151    42         3.00219      4.54959      64           83.33333        83.33333
21      0.08796    0.23727    43         3.49949      5.13142
22      0.10405    0.27685    44         4.05867      5.75965
</TABLE>




*THE GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES SHALL BE THE RATES
SHOWN IN THE TABLE ABOVE MULTIPLIED BY THE APPROPRIATE RATE CLASS PERCENT.
THIS PERCENT IS SHOWN ON PAGE A OF THE POLICY SPECIFICATIONS.  THE RATES
ACTUALLY CHARGED MAY BE REDUCED IN ACCORDANCE WITH THE COST OF INSURANCE RATE
SECTION OF YOUR POLICY.



S-7005CVA                                                                 Page A

<PAGE>   8



                             POLICY SPECIFICATIONS


INSURED            NO. 1  JOHN DOE              ISSUE AGE      35
                   NO. 2  JANE DOE                             35

POLICY DATE        JAN 01, 1997                 POLICY NUMBER  7007005

INITIAL SPECIFIED  $1,000,000                   DATE OF ISSUE  JAN 01, 1997
AMOUNT

DEATH BENEFIT      OPTION A


                              COVERAGE INFORMATION

<TABLE>
<CAPTION>
                                       RATE
                                       CLASS     COVERAGE     MATURITY OR    MONTHLY
BENEFIT DESCRIPTION                    PERCENT   AMOUNT       EXPIRY DATE    RATE
<S>                                   <C>        <C>          <C>           <C>
FLEXIBLE PREMIUM VARIABLE LIFE*        100       $1,000,000   JAN 01, 2062  SEE  PAGE D
</TABLE>



* IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE
SHOWN IF PREMIUMS PAID ARE INSUFFICIENT TO CONTINUE THE COVERAGE TO SUCH DATE. 
EVEN IF COVERAGE CONTINUES TO THE MATURITY DATE, THERE MAY BE NO SURRENDER VALUE
TO BE PAID ON THAT DATE.  COVERAGE AMOUNT UNDER OPTION A IS THE SPECIFIED AMOUNT
INCLUSIVE OF THE CASH VALUE.


                              PREMIUM INFORMATION


INITIAL PREMIUM                                 $7070.00

PLANNED PERIODIC PREMIUM                        $7070.00 ANNUAL

INSURED RATE CLASS                              NO. 1  STANDARD NONTOBACCO
                                                NO. 2  STANDARD NONTOBACCO














S-7005CVA                                                                 Page A

<PAGE>   9



                             POLICY SPECIFICATIONS


INSURED         NO. 1  JOHN DOE                 ISSUE AGE       35
                NO. 2  JANE DOE                                 35

POLICY DATE     JAN 01, 1997                    POLICY NUMBER   7007005

TRADE DATE      FEB 01, 1997


MONTHLY PROCESSING DAY                 DAY 01 OF EACH MONTH
                                     
DEDUCTION PERIOD                       65 YEARS, 00 MONTHS

MINIMUM SPECIFIED AMOUNT              [$1,000,000.00]

MINIMUM CHANGE IN SPECIFIED AMOUNT     [$100,000.00]

MINIMUM WITHDRAWAL AMOUNT              [$500.00]

MINIMUM LOAN AMOUNT                    [$500.00]

PREMIUM CHARGES                          [11.50%]

MONTHLY ADMINISTRATIVE CHARGE         [FIRST POLICY YEAR            $20.00
                                       POLICY YEARS TWO AND LATER    $5.00]

MORTALITY AND EXPENSE RISK CHARGE

     CURRENT BASED ON CUMULATIVE NET PREMIUMS
     CUMULATIVE NET PREMIUMS UP TO  $100,000                              .65%
     CUMULATIVE NET PREMIUMS BETWEEN $100,001 AND $250,000                .50%
     CUMULATIVE NET PREMIUMS BETWEEN $250,001 AND $500,000                .40%
     CUMULATIVE NET PREMIUMS IN EXCESS OF $500,000                        .30%
     NET PREMIUMS EQUALS PREMIUMS MINUS WITHDRAWALS

     GUARANTEED                                                           .90%

ACCOUNT MAINTENANCE FEE                                                   .45%

INITIAL ADJUSTABLE LOAN INTEREST RATE  [10.00%]

MINIMUM PREMIUM                       [$3,000.00 per year]

IRC SECTION 7702 TEST                 CASH VALUE ACCUMULATION


                        TABLE OF DEATH BENEFIT FACTORS


<TABLE>
<CAPTION>
ATTAINED  DEATH BENEFIT                         ATTAINED  DEATH BENEFIT
AGE       FACTOR                                AGE       FACTOR
<S>       <C>                                   <C>       <C>
35        6.4070                                68           1.9574
36        6.0961                                69           1.9072
37        5.8462                                70           1.8641
38        5.6391                                71           1.7925
39        5.4628                                72           1.7358
40        5.3102                                73           1.6895
41        5.0545                                74           1.6503
42        4.8491                                75           1.6166
43        4.6790                                76           1.5623
44        4.5342                                77           1.5197
45        4.4091                                78           1.4852
46        4.1990                                79           1.4559
47        4.0305                                80           1.4306
48        3.8911                                81           1.4304
49        3.7726                                82           1.4297

</TABLE>


S-7005CVA                                                                 Page B

<PAGE>   10

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

50        3.6702                                83           1.4282
51        3.4982                                84           1.4254
52        3.3605                                85           1.4211
53        3.2467                                86           1.4147
54        3.1501                                87           1.4057
55        3.0666                                88           1.3938
56        2.9265                                89           1.3783
57        2.8146                                90           1.3589
58        2.7222                                91           1.3353
59        2.6438                                92           1.3076
60        2.5762                                93           1.2759
61        2.4624                                94           1.2408
62        2.3717                                95           1.2029
63        2.2971                                96           1.1631
64        2.2338                                97           1.1221
65        2.1793                                98           1.0808
66        2.0886                                99           1.0399
67        2.0165
</TABLE>



S-7005CVA                                                                 Page B

<PAGE>   11



                             POLICY SPECIFICATIONS


INSURED           NO. 1  JOHN DOE               ISSUE AGE         35
                  NO. 2  JANE DOE                                 35

POLICY DATE       JAN 01, 1997                  POLICY NUMBER     7007005

TRADE DATE        FEB 01, 1997


 SEPARATE ACCOUNT                               INITIAL PREMIUM ALLOCATION

     MONEY MARKET                                           0%
     GOVERNMENT BOND                                        0%
     FIXED INCOME                                         100%
     EQUITY                                                 0%
     BALANCED                                               0%
     FIXED ACCOUNT                                          0%











S-7005CVA                                                                 Page C

<PAGE>   12




                             POLICY SPECIFICATIONS



INSURED         NO. 1  JOHN DOE                 ISSUE AGE         
  35            NO. 2  JANE DOE                                   
  35
                                                                  
POLICY DATE     JAN 01, 1997                    POLICY NUMBER   
 7007005


    TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES* PER $1,000


<TABLE>
<CAPTION>
POLICY                        POLICY                           POLICY
YEAR    NONTOBACCO   TOBACCO  YEAR       NONTOBACCO  TOBACCO   YEAR
<S>     <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>

1       0.01000    0.01000    23         0.12231    0.32054    45         4.69924    6.45568
2       0.01000    0.01000    24         0.14365    0.36892    46         5.44087    7.23885
3       0.01000    0.01000    25         0.16895    0.42403    47         6.30715    8.13124
4       0.01000    0.01000    26         0.19908    0.48940    48         7.31753    9.14548
5       0.01000    0.01000    27         0.23597    0.56666    49         8.46287   10.31447
6       0.01000    0.01153    28         0.28156    0.66170    50         9.73941   11.52027
7       0.01000    0.01522    29         0.33723    0.77243    51         11.12947  12.86132
8       0.01000    0.01972    30         0.40308    0.90081    52         12.63400  14.19007
9       0.01000    0.02505    31         0.47990    1.04164    53         14.23436  15.69246
10      0.01183    0.03145    32         0.56784    1.19774    54         15.95027  17.16392
11      0.01443    0.03887    33         0.66736    1.36161    55         17.78897  18.82740
12      0.01748    0.04761    34         0.78170    1.54520    56         19.78599  20.61799
13      0.02104    0.05770    35         0.91701    1.74944    57         22.00633  22.59981
14      0.02522    0.06961    36         1.08841    1.99230    58         24.56619  24.94159
15      0.03015    0.08362    37         1.27877    2.28250    59         27.80325  27.91512
16      0.03603    0.10000    38         1.52262    2.62869    60         32.43367  32.47109

</TABLE>

                                      12
<PAGE>   13


<TABLE>
<S>     <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>
17      0.04312    0.11940    39         1.81657    3.03185    61         40.11855  40.15324
18      0.05168    0.14280    40         2.16057    3.49329    62         55.18811  55.22392
19      0.06186    0.17010    41         2.55596    4.00181    63         83.33333  83.33333
20      0.07389    0.20151    42         3.00219    4.54959    64         83.33333  83.33333
21      0.08796    0.23727    43         3.49949    5.13142
22      0.10405    0.27685    44         4.05867    5.75965
</TABLE>




*THE GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES SHALL BE THE RATES
SHOWN IN THE TABLE ABOVE MULTIPLIED BY THE APPROPRIATE RATE CLASS PERCENT.
THIS PERCENT IS SHOWN ON PAGE A OF THE POLICY SPECIFICATIONS.  THE RATES
ACTUALLY CHARGED MAY BE REDUCED IN ACCORDANCE WITH THE COST OF INSURANCE RATE
SECTION OF YOUR POLICY.

                                      13

<PAGE>   14





DEFINITION SECTION


                    ACCOUNT MAINTENANCE CHARGE:  A charge deducted in the
                    calculation of the Accumulation Unit Value for maintaining
                    the Separate Account and Owner Records.

                    ACCUMULATION UNIT:  An accounting unit of measure used
                    to calculate the value of each subaccount.

                    CASH VALUE:  The Cash Value of this policy is the sum of
                    the subaccount values of the Separate Account plus the fixed
                    account value and loan account value.

                    DEBT:  The principal of any outstanding loan under this
                    policy plus any loan interest due or accrued.

                    FUND:  An investment company or separate series thereof,
                    in which the subaccounts of the Separate Account invest.

                    GENERAL ACCOUNT:  Our assets other than those allocated
                    to the Separate Account or any other Separate Account.

                    ISSUE AGES: Ages as of the Lives Insured nearest
                    birthdays on the Policy Date.

                    LIFE INSURED: The second to die of the Lives Insured.

                    LIVES INSURED: The persons whose lives are insured under
                    the policy as set forth in the policy specifications.

                    MATURITY DATE:  The Maturity Date is stated in the
                    Policy Specifications. It is the policy anniversary nearest
                    the younger of the Lives Insured's 100th birthday.

                    MONTHLY PROCESSING DATE:  The Monthly Processing Date is
                    stated in the Policy Specifications.  It is the same day in
                    each month as the Policy Date. It is the day from which
                    policy months are determined.

                    MORTALITY AND EXPENSE RISK CHARGE:  A charge deducted in
                    the calculation of the accumulation unit value for the
                    assumption of mortality risks and expense guarantees.

                    POLICY DATE, POLICY YEAR:  The Policy Date is stated in
                    the Policy Specifications.  It is used to determine Policy
                    Years and Monthly Processing Dates.  Subsequent Policy Years
                    will start on anniversaries of the Policy Date.

                    PREMIUM:  A dollar amount received by us in U.S.
                    Currency as consideration for the benefits to be provided
                    under this policy.



                                      14

<PAGE>   15


                    PREMIUM CHARGES:  The percentage of Premium deducted
                    before the Premium is allocated to the subaccounts or the
                    fixed account.

                    SEPARATE ACCOUNT:  The Kemper Investors Life Insurance
                    Company  (KILICO) Variable Separate Account -2 which was
                    established under Law as a separate investment account of
                    KILICO.

                    SEPARATE ACCOUNT VALUE:  On any Valuation Date the
                    separate account value of this policy is the sum of its
                    subaccount values.

                    SUBACCOUNTS:  The Separate Account has several
                    subaccounts.  The subaccounts available under this policy
                    are stated in the Policy Specifications.
        
                    SUBACCOUNT VALUE:  Each subaccount will be valued
                    separately as determined by the formula stated in this
                    policy.

                    SURRENDER VALUE:  The Surrender Value of this policy is
                    the Cash Value on the date of surrender minus any Debt.

                    TRADE DATE:  The Trade Date is the first Valuation Date
                    after the Company has delivered the policy and any free look
                    period has been waived or has expired.  It is the date that
                    the money market subaccount Value will be allocated to the
                    subaccounts and the fixed account according to your initial
                    allocation.

                    VALUATION DATE:  Each day that is not a New York Stock
                    Exchange holiday or each business day on which valuation of
                    the assets is required by applicable law.

                    VALUATION PERIOD:  The period that starts at the close
                    of a Valuation Date and ends at the close of the next
                    succeeding Valuation Date.

                    WE, OUR, OURS, US:  Kemper Investors Life Insurance
                    Company

                    YOU, YOUR, YOURS: The party(ies) named as owner in the
                    application unless later changed as provided in this policy.

GENERAL PROVISIONS

THE CONTRACT        This policy, any endorsements, the attached application 
                    and any supplemental application(s) form the entire
                    contract.  All statements made in the application and any
                    supplemental application(s) are representations and not
                    warranties unless fraud is involved.  In addition to other
                    reasons permitted by law, the validity of this policy can be
                    contested if any material 

                                      15

<PAGE>   16


                    misrepresentations of fact are made in the application,
                    a supplementary application or a request.  No statement will
                    void this policy or be used to deny a claim unless it is
                    contained in an attached application or supplemental
                    application.

MODIFICATION OF 
POLICY              Only our President, Secretary or Assistant Secretaries 
                    have power to approve a change in or waive the provisions 
                    of this policy.  No agent or person other than such 
                    officers can change or waive the terms of this policy.

OWNERSHIP OF POLICY Unless otherwise provided in the application, the lives 
                    insured are the original policy owners.  You have the
                    exclusive right to cancel or amend this policy by agreement
                    with us and exercise every option and right conferred by
                    this policy, including the right of assignment.  We reserve
                    the right to require the return of this policy for
                    endorsement for any change.

CHANGE OF OWNERSHIP Ownership may be changed during the lifetime of the life 
                    insured by written notice from you with prior consent
                    from us.  After we receive written notice at our home
                    office, the change will take effect as of the date the
                    notice was signed. The change, however, will not apply to
                    any payment made or action taken by us before the notice was
                    received.   A change of ownership may have tax consequences,
                    depending on the circumstances.  We recommend that you seek
                    the advice of a qualified tax consultant prior to making any
                    such changes.

EFFECTIVE DATE OF 
COVERAGE            The effective date of coverage under this policy is the 
                    Policy Date.  The Issue Date is the same date as the
                    Policy Date unless a different Issue Date is stated in the
                    Policy Specifications.  Incontestability and suicide periods
                    are measured from the Issue Date.

TERMINATION         All coverage under this policy terminates when any one of 
                    the following events occurs: 1. you request that
                    coverage terminate; 2. the Life Insured dies; 3. this policy
                    matures; or 4. the grace period ends.

CONTESTABILITY      This policy will be incontestable after it has been in 
                    force during the lifetime of the Lives Insured for two 
                    years from the Issue Date.

                    A new two year contestability period will apply to each
                    increase in insurance beginning with the effective date of
                    each increase and will apply only to statements made in the
                    application for the increase.

                    If the policy is reinstated, a new two year
                    contestability period will apply from the effective date of
                    the reinstatement and will apply only to statements made in
                    the application for the reinstatement.


                                      16
<PAGE>   17



MISSTATEMENT OF AGE If the age and/or sex of either of the Lives Insured was 
AND/OR SEX          misstated, the Death Benefit will be adjusted based on what
                    the Cost of Insurance charged  for the most recent Monthly
                    Processing Date, prior to the Life Insured's death, would
                    have purchased using the correct age and/or sex.

SUICIDE             If the first death is by suicide, within two years of the 
                    Issue Date, whether the insured is sane or  insane, we will
                    reissue this policy.  The new policy on the survivor will
                    be a single life permanent policy which is available at
                    time of re-issue.  The suicide provision for the new
                    policy will be effective as of the original Issue Date.

                    If the second death is by suicide, within two years
                    after the Issue Date, whether the Life Insured is sane or
                    insane, we will pay only the premiums paid less any
                    withdrawal and Debt.  If the second death occurs within two
                    years after the date of an increase in insurance, or
                    reinstatement, our total liability with respect to such
                    increase or reinstatement will be the cost of insurance.

DUE PROOF OF DEATH  The Death Benefit is payable when the Life Insured dies. You
                    must provide us proof when both deaths occur. Written
                    proof of death in the form of a certified copy of the death
                    certificate, a written physician's statement or any other
                    proof satisfactory to us is required within sixty days of
                    such deaths or as soon thereafter as is reasonably possible.

            
BENEFICIARY         The original beneficiary is named in the application
DESIGNATION         for this policy.  If a beneficiary is not 
AND CHANGE OF       named, the original beneficiary is your estate.           
BENEFICIARY         You may change the beneficiary by filing a written change
                    with us subject to the following:                        
                                                                              

                    1.   The change must be filed during the Life Insured's
                         lifetime;

                    2.   This policy must be in force at the time a change is
                         filed;
                    
                    3.   Such change must not be prohibited by the terms of an
                         existing assignment, beneficiary designation, or other
                         restriction;
                    
                    4.   Such change will take effect when we receive it at our
                         home office;
                    
                    5.   After we receive the request, the change will take 
                         effect as of the date the request for change was
                         signed; however, action taken by us before such request
                         was received will remain valid; and


                                      17

<PAGE>   18



                    6.   The request for change must provide information to
                         identify the new beneficiary.


DEATH OF            The interest of a beneficiary who dies before the Life   
BENEFICIARY         Insured will pass to the other beneficiaries, if any,
                    share and share alike, unless otherwise provided in the
                    beneficiary designation.  If no beneficiary survives the
                    Life Insured, the proceeds of this policy
                    will be paid to the Life Insured's estate.

                    If a beneficiary dies within ten days of the Life 
                    Insured's death, proceeds of this policy will be paid 
                    as if the insured had survived that beneficiary. 

ASSIGNMENT          No assignment of this policy is binding on us without    
                    prior consent.   Any claim under an assignment is
                    subject to proof of the extent of the interest of the
                    assignee.  Your rights and the rights of the beneficiary are
                    subject to the rights of the assignee of record.

                    An assignment of coverage may have tax consequences
                    depending on the circumstances.  We recommend that you seek
                    the advice of a qualified tax consultant prior to making any
                    such changes or assignments.

NON-PARTICIPATING   This policy will not pay dividends.  It will not 
                    participate in any of our surplus earnings.

REPORTS             At least once each Policy Year we will send you a report.
                    The report will reflect the premiums paid, investment 
                    experience and charges made since the last report.  
                    The report will also reflect the current
                    Death Benefit and Cash Value as well as any other 
                    information required by statute.

RESERVES, CASH      All reserves are greater than or equal to those required 
VALUE               by statute.  Any Cash Value and Death Benefit available 
                    under this policy are at least equal to the minimum
                    benefits required by the statutes of the state in which  
                    this policy is delivered.

BASIS OF            A detailed statement of the method of computation of     
COMPUTATIONS        Cash Value under this policy has been filed with the        
                    insurance department of the state in which this policy is  
                    delivered.  The 1980 Commissioner's Standard Ordinary Smoker
                    and Nonsmoker Mortality Tables, age nearest birthday, is the
                    basis for minimum cash values, death benefits and guaranteed
                    maximum Cost of Insurance rates under this policy.

TAX TREATMENT       This policy is intended to qualify as a life insurance 
                    policy under the Internal Revenue


                                      18

<PAGE>   19

                    Code ("Code").  We may return premiums which would
                    disqualify the policy from tax treatment as a life 
                    insurance policy.  This policy may be endorsed to reflect
                    any change in the Code and its regulations or rulings.  You
                    will receive a copy of any such endorsement.
                                                            
                    Currently, no charges are made against the Account for
                    federal, state or other taxes that may be attributed to the
                    Account.  We may in the future, however, impose charges for
                    federal income taxes attributed to the Account.   Charges
                    for other taxes, if any, attributed to this policy may also
                    by made.

DEATH BENEFIT 
PROVISIONS

DEATH BENEFIT       The Death Benefit is based on the Specified Amount,     
                    the Death Benefit Option and the Table of Death Benefit
                    Factors applicable  at the time of death.  The Initial
                    Specified Amount, the Death Benefit Option and the  
                    Table of Death Benefit Factors are shown in the Policy
                    Specifications.

SPECIFIED AMOUNT    The Specified Amount is the Initial Specified Amount shown
                    on the Policy Specifications, unless changed in
                    accordance with the Changes provision or reduced by a cash
                    withdrawal.

DEATH BENEFIT 
OPTION              The Death Benefit Option is shown in the Policy          
                    Specifications, unless changed in accordance with the
                    Changes provision.

                    If Option A is in effect, the Death Benefit is the greater 
                    of:

                        1. the Specified Amount; or

                        2. the Table of Death Benefit Factors times
                           the Cash Value of this policy on the
                           date of the Life Insured's death.

                    If Option B is in effect, the Death Benefit is the greater 
                    of:

                        1. the Specified Amount plus the Cash Value of this 
                           policy on the date of the Life Insured's death; or

                        2. the Table of Death Benefit Factors times the
                           Cash Value of this policy on the date of the Life 
                           Insured's death.

                                      19


<PAGE>   20

CHANGES             You may change the Death Benefit Option after the first 
                    Policy Year.  The Specified Amount will be changed as 
                    follows.

                        1. If the change is Option A to Option B, the
                           Specified Amount after such change will be:

                           a. the Specified Amount prior to such change; minus

                           b. the Cash Value on the date of the change.

                        2. If the change is from Option B to Option A, the 
                           Specified Amount after such change will be:

                           a. the Specified Amount prior to such change; plus

                           b. the Cash Value on the date of the change.

                    You may also increase the Specified Amount after the first
                    Policy Year and prior to the older of the lives insured's
                    attained age 85.  You may also decrease the Specified
                    Amount after the first  Policy Year.  The ` change is
                    subject to the following:

                        1. Any decrease will reduce the insurance in the 
                           following order:

                           a. the most recent increase first;

                           b. any other increases in the reverse order in which
                              they occurred; and

                           c. finally, against the initial Specified Amount.

                        2. Any request for an increase must be applied for on a 
                           supplemental application and is subject to our 
                           normal underwriting requirements.

                    The request for a change must be in writing.  No more than 
                    one change will be allowed in any Policy Year.  The Minimum
                    Change in Specified Amount is shown in the Policy 
                    Specifications.  The change will be effective on the first 
                    Monthly Processing Date on or after the day we receive the
                    request.  No changes will be allowed if the resulting 
                    Specified Amount would be less than the lesser of the 
                    Initial Specified Amount or the Minimum Specified Amount 
                    or if this policy would be disqualified as life insurance 
                    under the Code.  The Initial Specified Amount and the 
                    Minimum Specified Amount are shown on the Policy
                    Specifications.


                                      20
<PAGE>   21


PAYMENT OF THE      Death Benefits will be paid following receipt by us at our 
DEATH BENEFIT       home office of due proof that the Life Insured died while 
                    this policy was in force.  The Death Benefit will be 
                    determined based upon the date of death.  The return of 
                    this policy is required before a payment is made.

                    The Death Benefit proceeds will be equal to:

                       1. the Death Benefit; minus

                       2. any monthly deductions due during the grace period; 
                          minus

                       3. any Debt.

                       We may defer payment of the Death Benefit:

                       1. for up to 6 months; or

                       2. for any period during which the New York Stock 
                          Exchange is closed for trading (except for normal 
                          weekend and holiday closings) or when the Securities
                          and Exchange Commission determines that an emergency 
                          exists which may make such payment impractical.


                                      21
<PAGE>   22

S-7004                                                                    Page 8

PREMIUM PROVISIONS

INITIAL PREMIUM     The Initial Premium is shown in the Policy Specifications.
                    It is payable to us or to an authorized agent on or before
                    delivery of this policy.

ADDITIONAL PREMIUM  The amount and frequency of Planned Premium and Minimum
                    Premium Requirements are shown in the Policy 
                    Specifications.  The amount and frequency can be changed 
                    upon request, subject to our approval.

                    While this policy is in force, additional premiums may be 
                    paid at any time prior to the Maturity Date.  We reserve 
                    the right to limit or refund any Premium if:

                    1. the amount of the Premium is below our current
                       minimum Premium amount requirement;

                    2. the Premium would increase the Death Benefit by more 
                       than the amount of Premium; or

                    3. the Premium would disqualify the policy as life 
                       insurance under the Code.

                    We reserve the right to require evidence of insurability
                    before accepting a Premium that would increase the net
                    amount at risk.

NET PREMIUM         The Net Premium equals the Premium paid less the Premium 
                    Charges shown in the Policy Specifications.

PREMIUM ALLOCATION  The initial Net Premium will be allocated to the Money 
                    Market Subaccount.  On the first Valuation Date on or 
                    following the Trade Date, the Money Market Subaccount Value
                    will be allocated in accordance with the Initial Premium
                    Allocation as shown in the Policy Specifications.  Any Net
                    Premium received after the Trade Date will be allocated on
                    the first Valuation Date on or following the date the
                    Premium is received in our home office in accordance with
                    the Initial Premium Allocation as shown in the Policy
                    Specifications.  


                    The Premium allocation shown in the Policy Specifications 
                    may be changed by you. The request for an allocation 
                    change must be in writing.

GRACE PERIOD        If the Surrender Value on the day immediately preceding a 
                    Monthly Processing Date is less than the monthly deduction
                    for the next month, a grace period of 61 days will be
                    allowed for the payment, without evidence of insurability,
                    of Premium payment or loan repayment equal to at least three
                    monthly deductions.

                    This grace period will begin on the day we mail notice
                    of the required payment to your last known address.

                    If payment is not received within the grace period, all
                    coverage under this policy will terminate at the end of the
                    grace period in accordance with the nonforfeiture
                    provisions.  If death of the insured occurs within the grace
                    period, any amount payable will be reduced by any unpaid
                    monthly deductions.

REINSTATEMENT       If this policy lapses because of insufficient Surrender 
                    Value to cover the monthly deduction, and has not been
                    surrendered for its Surrender Value, it may be reinstated at
                    any time within three years after the date of lapse.  If one
                    of the Lives Insured dies during the lapse, the policy will
                    be re-issued as a single life permanent policy.


<PAGE>   23


S-7004                                                                    Page 8

                    The reinstatement is subject to:
        

                        1. receipt of evidence of insurability satisfactory to
                        us on the Lives Insured;

                        2. payment of enough Premium to pay the unpaid
                        monthly deductions due during the last expired grace
                        period.

                        3. payment of a minimum premium sufficient to keep
                        this policy in force for three months; and

                        4. payment of any Debt against the policy which
                        existed at the date of termination of coverage.

                    The effective date of reinstatement of a policy will be the
                    Monthly Processing Date that coincides with or next follows
                    the date the application for reinstatement is approved by
                    us.

                    The suicide and incontestability provisions will apply from
                    the effective date of reinstatement.

GENERAL ACCOUNT PROVISIONS

GENERAL ACCOUNT     The guaranteed benefits under this policy are provided 
                    through our General Account.  The fixed account is the only
                    account available to you in our General Account.

FIXED ACCOUNT       The fixed account is credited with interest rate(s) which 
                    will not be less than the guaranteed minimum interest rate.
                    The guaranteed minimum interest rate is 3.00% per year 
                    compounded daily at the daily equivalent of a 3.00% annual 
                    effective rate.

                    We may declare from time to time a current rate which is 
                    higher than the guaranteed minimum interest rate.  Each 
                    current interest rate will be guaranteed until the next 
                    policy anniversary.

                    On each policy anniversary, we will also declare current 
                    interest rate(s) which will apply to net premiums  
                    previously received, and the interest thereon.  These 
                    interest rate(s) will be guaranteed until the next policy
                    anniversary.


FIXED ACCOUNT VALUE        On any Valuation Date, the fixed account value is 
                           equal to:

                                1.  the sum of all net premiums allocated to 
                                    the fixed account; plus

                                2.  any amounts transferred to the fixed 
                                    account; plus

                                3.  the total interest credited to the fixed 
                                    account; plus

                                4.  any pro-rata monthly deductions charged to 
                                    the fixed account; minus

                                5.  any amounts transferred from the fixed 
                                    account; minus

                                6.  any amounts withdrawn from the fixed 
                                    account; minus

                                7.  any amounts loaned from the fixed account.



<PAGE>   24


S-7004                                                                   Page 8


VARIABLE ACCOUNT PROVISIONS




ACCOUNT                 The variable benefits under this policy are provided 
                        through the KILICO Variable Separate Account  2 which 
                        is referred to in this policy as the Separate Account. 
                        It is a separate investment Account maintained by us 
                        into which a portion of our assets have been allocated 
                        for this policy and may be allocated for certain other 
                        policies.
                        
                        
                                                                              
                        

LIABILITIES OF ACCOUNT  The assets equal to the reserves and other liabilities 
                        of the Account will not be charged with liabilities
                        arising out of any other  business we may conduct.  The
                        assets of the Account will be valued on each Valuation 
                        Date.
        



SUBACCOUNT VALUE        On any Valuation Date, a Subaccount Value equals:


                        1.  the Subaccount Value on the previous Valuation Date
                            multiplied by the Investment Experience Factor for 
                            the end of the current Valuation Period; plus

                        2.  any net premiums received and allocated to the 
                            Subaccount during the current Valuation Period; plus

                        3.  any amounts transferred to the subaccount during 
                            the current Valuation Period; minus

                        4.  the pro-rata portion or the designated amount of 
                            any monthly deduction charged to the Subaccount 
                            when the Valuation Period includes a Monthly 
                            Processing Date; minus

                        5.  any amounts transferred from the Subaccount during 
                            the current Valuation Period; minus

                        6.  any amounts withdrawn from the Subaccount during 
                            the current Valuation Period; minus

                        7.  any amounts borrowed from the Subaccount during the
                            Valuation Period.



FUND
                        Each subaccount of the Separate Account will buy shares
                        of an investment company offered as in investment
                        alternative  under the policy.  The Funds are registered
                        under the Investment  Company Act of 1940 as open-end
                        management investment companies.  Each series of a  Fund
                        represents a separate investment portfolio which
                        corresponds to one  of the subaccounts of the  Separate
                        Account.
        
                        If we establish additional subaccounts each new 
                        subaccount will invest in a new series of a Fund or in 
                        shares of an investment company.  We may also add and/or
                        substitute other investment companies.
        
CHANGE OF INVESTMENT ADVISER  Unless otherwise required by law or regulation, 
OR INVESTMENT OBJECTIVES      the investment adviser or any investment 
                              objective may not be changed without our consent.
                              Any investment objective will not be materially
                              changed unless a statement of the change is filed
                              with and approved by the Insurance Department of
                              the State of Illinois.  If required, approval of
                              or  change of any investment objective will be
                              filed with the insurance  department of the state 
                              where     this policy is delivered.
        
RIGHTS RESERVED BY US         We reserve the right, subject to compliance with 
                              the law as currently applicable or subsequently 
                              changed:


                              1. to operate the  Separate Account in any form 
                                 permitted under the Investment Company Act of 
                                 1940 or in any other form permitted  by law;


<PAGE>   25
S-7004                                                                    Page 8

                    2. to take any action necessary to comply with or obtain 
                       and continue any exemptions from the Investment Company 
                       Act of 1940 or to comply with any other applicable law;

                    3. to transfer any assets in any Subaccount to another 
                       Subaccount or to one or more accounts, or our General 
                       Account; or to add, combine, substitute or remove
                       subaccounts in the Separate Account;

                    4. to delete the shares of any of the portfolios of the 
                       Funds or other open-end investment company and to 
                       substitute, for the Funds shares held in any subaccount,
                       the shares of another portfolio of the Funds or the 
                       shares of another investment company or any other 
                       investment permitted by law; and

                    5. to change the way we assess charges, but without 
                       increasing the aggregate amount beyond that currently 
                       charged to the Separate Account and the Funds in
                       connection with the policies. 

                    When required by law, we will obtain your approval of such 
                    changes and the approval of any regulatory authority.



ACCUMULATION        Each subaccount has an accumulation unit value.  For each 
UNIT VALUE          subaccount the accumulation unit value was initially set 
                    at the same unit value as the net asset value of a share of
                    the underlying portfolio.  When premiums or other amounts 
                    are allocated to a subaccount, a number of units are
                    purchased based on subaccount's accumulation unit value at 
                    the end of the Valuation Period during which the allocation
                    is made.  When amounts are transferred out of or deducted 
                    from a subaccount, units are redeemed in a similar manner.

                    The accumulation unit value for each subsequent Valuation
                    Period is the investment experience factor for that period
                    multiplied by the accumulation unit value for the   
                    immediately preceding period.  The accumulation unit value
                    for a Valuation Period applies to each day in such period. 
                    The number of accumulation units will not  change as a
                    result of investment experience.


INVESTMENT          Each subaccount has its own Investment Experience Factor.
EXPERIENCE FACTOR   The investment experience of the Separate Account is     
                    calculated by applying the Investment Experience Factor
                    to the Cash Value in each subaccount during a Valuation
                    Period.

                    The Investment Experience Factor of a subaccount for a 
                    Valuation Period is determined by dividing 1. by 2. and
                    subtracting 3. from the result, where:


                        1. is the net result of:

                           a. the net asset value per unit of the investment
                              held in the subaccount determined at the end of 
                              the current Valuation Period; plus

                           b. the per unit amount of any dividend or capital
                              gain distributions made by the investments held 
                              in the subaccount if the "ex-dividend" date 
                              occurs during the current Valuation Period; plus 
                              or minus

                           c. a charge or credit for any taxes reserved for the
                              current Valuation Period which we determine to 
                              have resulted from the investment operations of 
                              the subaccount;

                        2. is the net asset value per unit of the investment
                           held in the subaccount, determined at the end of 
                           the last prior Valuation Period; and



<PAGE>   26

S-7004                                                                 Page 14


                        3. is the factor representing the sum of the Mortality 
                           and Expense Risk Charge and the Account Management 
                           Charge for each day in the Current Valuation Period.


NONFORFEITURE PROVISIONS

CASH VALUE          The Cash Value of this policy is equal to the sum of the 
                    subaccount values plus the fixed account value plus the 
                    loan account value.

MONTHLY DEDUCTION   On each Monthly Processing Date, a monthly deduction will 
                    be made equal to the sum of the following:

                        1. the monthly cost of insurance charge for this 
                           policy.; plus
                        2. the monthly charge for any supplemental benefits and
                           riders; plus
                        3. the monthly administration charge.

                    The monthly deduction will be deducted from the     
                    subaccounts and the fixed account in proportion to the
                    value that each account bears to the separate account value 
                    plus the fixed account value. 

COST OF INSURANCE   The Cost of Insurance is determined on each Monthly 
                    Processing Date and is determined separately for the
                    Initial Specified Amount and for each increase in
                    Specified Amount.

                    The Cost of Insurance equals a. times the result of b.
                    minus c., where:

                        a. is the Cost of Insurance rate;

                        b. the Death Benefit divided by 1.0024663; and

                        c. is the Cash Value.

COST OF INSURANCE   The monthly Cost of Insurance Rate is based on the
RATE                Insured Lives sexes, Issue Ages, Attained Ages (in the case 
                    of increases), Rate Classes the net amount at risk
                    and the duration that the coverage has been in force.  The 
                    Cost of Insurance rate will also vary by Policy Year.

                    Any change in the Cost of Insurance Rates will apply to all
                    individuals of the same Sex, Issue Age, Attained Age
                    (in the case of increases) Rate Class and Policy Year. At
                    no time will such rates ever be greater than those shown in
                    the Table of Guaranteed Maximum Monthly Cost of Insurance 
                    Rates, shown in the Policy Specifications, multiplied by a 
                    Rate Class percent.  These rates are based on the 1980 
                    Commissioner's Standard Ordinary Smoker or Nonsmoker 
                    Mortality Tables, age nearest birthday.

SUPPLEMENTAL        The monthly charges for any Supplemental Benefits and 
BENEFITS            riders are shown in the Policy Specifications.
AND RIDERS               

INSUFFICIENT CASH   The policy will terminate as provided in the grace period 
VALUE               provision if the Surrender Value on the date immediately 
                    preceding a Monthly Processing Date is:

                        1. insufficient to cover the monthly deduction for
                           the month following such Monthly Processing Date; and

                        2. no Premium payment or loan payment sufficient to
                           cover at least three monthly deductions is received 
                           before the end of the grace period.

                    Any deduction for the Cost of Insurance or other benefits
                    and riders after termination of insurance will not be
                    considered a reinstatement of this policy or a waiver by us
                    of the termination.

<PAGE>   27

S-7004                                                                  Page 14


TRANSFER            You may transfer all or part of the value of each 
PROVISIONS          subaccount at any time to another subaccount subject 
                    to the following conditions:

                        1. Transfers are not permitted until after the Trade 
                           Date.  Thereafter, one transfer will be permitted 
                           in each fifteen day period.  All transfers which
                           occur during one business day will be considered 
                           one transfer;

                        2. The minimum amount which may be transferred is 
                           $500.00 or, if smaller, the remaining value of
                           this policy's interest in a subaccount;
        
                        3. No partial transfer will be made if your remaining 
                           subaccount value will be less than $500.00 after 
                           such transfer unless this policy's interest in such 
                           subaccount is eliminated by means of such transfer.

                    You may transfer part of the fixed account value 
                    to any subaccount subject to the following additional 
                    conditions:

                        1. Transfers are not permitted until after the Trade 
                           Date.  Thereafter, one transfer will be permitted 
                           in each Policy Year during the thirty days that 
                           follow a policy anniversary; 

                        2. The minimum amount which may be transferred is 
                           $500.00 or, if smaller, the remaining value of this 
                           policy's interest in the fixed account;

                        3. No partial transfer will be made if your remaining 
                           fixed account value will be less than $500.00 after
                           such transfer unless this policy's interest in the 
                           fixed account is eliminated by means of such 
                           transfer.
        
                           We reserve the right at any time and without prior
                           notice to any party to terminate, suspend or
                           modify the reallocation provision described
                           above.  We may defer making reallocations for up
                           to 7 business days from receipt of such notice.

                    Any transfer direction must clearly specify the amount
                    which is to be transferred and the names of the accounts
                    which are to be affected.  A telephone transfer direction
                    will be honored by us only if a properly executed telephone
                    transfer authorization is on file with us, and if such
                    transfer direction complies with the authorization's
                    conditions and our administrative procedures.

WITHDRAWAL          Cash withdrawals may be made any time after the first
PROVISIONS          policy year.  The Minimum Withdrawal Amount is shown in
                    the Policy Specifications.  You must specify the accounts
                    from which the withdrawal is to be made.


EFFECT OF A         The Cash Value will be reduced by the amount of the
WITHDRAWAL          withdrawal.  If Death Benefit Option A is in effect,
                    the Specified Amount will also be reduced by the amount of 
                    the withdrawal.

POLICY LOAN PROVISIONS

POLICY LOANS        Policy Loans may be made any time after the first Policy 
                    Year.  We will lend up to a maximum loan amount of 90% of
                    Cash Value.  The amount of any new loan may not exceed the
                    maximum loan amount less Debt on the date the loan is
                    granted. The minimum amount of a loan is shown in the
                    Policy Specifications.

                    On the date the loan is made, an amount equal to the loan
                    will be transferred from the subaccounts and the fixed
                    accounts to the loan account held in the General Account
                    until the loan is repaid.  Unless directed otherwise, the
                    loaned amount will


<PAGE>   28
S-7004                                                                   Page 14


                    be deducted from the subaccounts and the fixed account in
                    proportion to the values that each account bears to
                    the separate account value plus the fixed account value.

                    Should the Debt equal or exceed the Cash Value, this policy
                    will terminate 61 days after notice has been mailed to
                    you at your last known address.

                    Cash Values derived from premium received by us in the form
                    of a check or draft will not be available for loans until
                    30 days after deposit of such check or draft.

POLICY LOAN 
INTEREST            Interest accrues daily at the adjustable loan interest
                    rate. The adjustable loan interest rate will not exceed the
                    lesser of 10% or a published monthly average, currently
                    Moody's Corporate Bond Yield Average-Monthly Average
                    Corporates, as published by  Moody's Investor's Service,
                    Inc., or any successor to that service, for the calendar
                    month that ends two months before the loan interest rate is
                    determined by KILICO.   The interest rate will be
                    determined at the beginning of each Policy Year and it
                    applies to new and outstanding loans.  Loan interest is due
                    on each policy anniversary after the date the loan  is
                    issued. Interest payments are due as shown in the Policy
                    Specifications.  If interest is not paid within (31) days
                    of its due date it will be added to the amount of the loan
                    as of its due date.

                    The initial adjustable loan interest rate is shown in the
                    Policy Specifications.

                    We will give 30 days advance written notice before each
                    policy anniversary of the interest rate for the new
                    Policy Year. 

                    During the existence of a loan, the General Account Value
                    will earn interest at the rate charged, reduced by not
                    more than 1.00%  Interest will be earned on a daily  basis 
                    and will be added to the General Account Value. 

POLICY LOAN 
REPAYMENT           A Debt may be repaid in full or in part at any time while
                    this policy is in force.  As Debt is paid, the loan
                    account value equal to the amount of repayment which exceeds
                    the difference between interest due and interest earned will
                    be allocated to the subaccounts and the fixed account
                    according to the then current premium allocation
                    instructions.

EFFECT OF POLICY 
LOANS               The Debt on this policy will reduce the amount of Cash Value
                    payable upon surrender.  The Debt on this policy will
                    also reduce the amount of Cash Value available for
                    withdrawal.  The Death Benefit payable to the beneficiary
                    upon the death of the Life Insured will also be reduced by
                    the amount of Debt.

SURRENDER VALUE PROVISIONS

SURRENDER           This policy may be surrendered for its Surrender Value upon
                    written request by you and return of the policy to us
                    at our home office.  The request must be made during the
                    lifetime of the Life Insured and while this policy is in
                    force.  The return of the policy is required before the
                    Surrender Value is paid.

                    Payment of the Surrender Value will discharge us from
                    our obligations under this policy.

                    We will pay the Surrender Value of this policy to you on the
                    Maturity Date if the Life Insured is living and this
                    policy is in force.

TRANSFER, WITHDRAWAL, 
LOAN AND SURRENDER PROCEDURES

                    A transfer, withdrawal, loan or surrender will be effective
                    at the end of the Valuation Period following a telephone
                    transfer direction or receipt by us at our home office of a
                    written request which contains all required information.


<PAGE>   29
S-7004                                                                  Page 14



                    Accumulation units will be redeemed to the extent necessary
                    to achieve the dollar amount of the transfer, withdrawal, 
                    loan or surrender.  The accumulation units credited in each
                    subaccount will be reduced by the number of accumulation 
                    units redeemed.  The reduction in the number of 
                    accumulation units will be determined on the basis of the  
                    accumulation unit value at the end of the Valuation Period
                    during which the request containing all required 
                    information is received by us.  An amount withdrawn, loaned
                    or surrendered from the subaccounts will be paid within 
                    seven calendar days after the date proper written election 
                    is received by us unless:                                 

                        1. the New York Stock Exchange is closed (other than
                           customary weekend and holiday closings);

                        2. trading in the markets normally utilized is
                           restricted, or an emergency exists as
                           determined by the Securities and Exchange    
                           Commission, so that disposal of investments or
                           determination of the valuation unit is not
                           reasonably practicable; or

                        3. such other periods as defined by the Securities
                           and Exchange Commission for the protection of owners.

                    If the withdrawal, loan, or surrender is to be made from
                    the fixed account, we may defer the payment for a
                    period permitted by law, but not more than six months after
                    the written request is received by us.  During the period
                    of deferral, interest at the then current rate will
                    continue to be credited to the fixed account value.


SETTLEMENT PROVISIONS

SETTLEMENT OPTIONS  The policyholder, or beneficiary at the death of the Life 
                    Insured, if no election by the Policyholder is in effect, 
                    may elect to have all of the Surrender Value or Death       
                    Benefit of this policy paid in a lump sum or have the
                    amount applied to one of the settlement options noted
                    below.  Payments under these options will not be affected
                    by the investment experience of the Separate Account after
                    proceeds are applied under a settlement option.  Payment  
                    will be made as elected by the payee on a monthly, 
                    quarterly, semi-annual or annual basis. 

                    The option selected must result in a payment that is at
                    least equal to our minimum payment, according to our rules
                    in effect at the time the settlement option is chosen.      
                    If at any time the payments are less than the minimum
                    payment, we have the right to increase the period between
                    payments to quarterly, semi-annual or annual or to make the
                    payment in one lump sum so that the payment is at least
                    equal to our minimum payment.

ELECTION OF         Election of a settlement option may be made by written 
SETTLEMENT OPTION   notice to us.  The election may be made:

                        1. by you during the lifetime of the Life Insured;

                        2. by the beneficiary if no election made by you is
                           in effect at the time of the death of the Life 
                           Insured; or

                        3. by the beneficiary if you reserve the right for
                           the beneficiary to change an election upon the death 
                           of the Life Insured.  Such change must be made prior
                           to the first settlement option payment.

                    An election in effect during the lifetime of the Life
                    Insured will be revoked by a subsequent change of
                    beneficiary or an assignment of this policy, unless provided
                    otherwise.


<PAGE>   30
S-7004                                                                  Page 14

GENERAL 
CONDITIONS          The Surrender Value or Death Benefit will be used to
                    determine the monthly benefit payment.  The monthly
                    benefit payment will be based upon the settlement option
                    elected in accordance with the appropriate Settlement
                    Option Table.

                    OPTION 1 - Income for Specified Period - We will pay a
                               monthly income for the period elected but not
                               less than 5 years nor more than 30 years. 

                    OPTION 2 - Life Income -  We will pay a monthly income to
                               the payee during the payee's lifetime.

                    OPTION 3 - Life Income with Installments Guaranteed - We
                               will pay a monthly income for the Guaranteed
                               Period elected and thereafter for the remaining
                               lifetime of the payee.  The period elected may
                               be 5, 10, 15 or 20 years. 

                    OPTION 4 - Joint and Survivor Income - We will pay the
                               full monthly income while both payees are
                               living.  Upon the death of either payee, the
                               income will continue during the lifetime of the 
                               surviving payee.  The surviving payee's income 
                               will be the percentage of such full amount
                               chosen at the time of election of this option. 
                               The percentages available are 50%, 66 2/3%, 
                               75% and 100%.

OTHER 
SETTLEMENT 
OPTIONS             May be available with our consent.

SUPPLEMENTARY 
CONTRACT            A supplementary contract will be issued to reflect payments
                    to be made under a settlement option.  If settlement is a 
                    result of  the death of the Life Insured, its effective
                    date will be the date of death.  Otherwise its effective
                    date will be the date chosen by you.                

DATE OF FIRST 
PAYMENT             Interest under the settlement options will begin to accrue
                    on the effective date of the supplementary contract.  If
                    the normal effective date is the 29th, 30th or 31st of the 
                    month, the effective date will be the 28th day of that
                    month. 

EVIDENCE OF AGE, 
SEX AND SURVIVAL    We may require satisfactory evidence of the age and sex of
                    any person on whose life the income is to be based and the
                    continued survival of any person on whose life the income
                    is based. 
 
BASIS OF 
SETTLEMENT 
OPTIONS             The guaranteed monthly payments are based on an interest
                    rate of 2.5% per year and, where mortality is involved the
                    "1983 Table A" individual mortality table developed by the
                    society of Actuaries, with a 5-year setback. 

DISBURSEMENT OF 
FUNDS UPON DEATH   At the death of the payee, any unpaid installments will be
OF PAYEE UNDER     paid in one lump sum to the estate of the payee unless 
OPTIONS 1 OR 3     otherwise provided in the supplementary agreement.
                   The lump sum will be equal to the commuted value of the
                   remaining installments, based upon a minimum interest rate
                   of not less than 2.5%. 

PROTECTION OF      
BENEFITS           Unless otherwise provided in the supplementary contract the
                   payee may not: 1. commute; 2. anticipate; 3. assign; 4. 
                   alienate; or 5. otherwise encumber any payment to be
                   received. 

CREDITORS          The proceeds of the policy and any payment under an option
                   will be exempt from the claim of creditors and from legal
                   process to the extent permitted by law. 





<PAGE>   1



                        [ZURICH KEMPER LIFE LETTERHEAD]


September 3, 1997


Kemper Investors Life Insurance Company
1 Kemper Drive
Long Grove, Illinois  600049


Dear Sirs:

This opinion is furnished in connection with the filing of an S-6 Registration
Statement ("Registration Statement") by Kemper Investors Life Insurance Company
("KILICO") for the KILICO Variable Separate Account-2 ("Variable Separate
Account").  The Registration Statement covers an indefinite number of units of
interest in the Variable Separate Account.  Premiums to be received under
individual and survivorship flexible premium variable life insurance policies
("Policies") offered by KILICO may be allocated by KILICO to the Variable
Separate Account in accordance with the owners' direction with reserves
established by KILICO to support such Policies.

The Policies are designed to provide life insurance protection and are to be
offered in a manner described in the Prospectus which is included in the
Registration Statement.

The Policies will be sold only in jurisdictions authorizing such sales.

I have examined all applicable corporate records of KILICO and such other
documentation and laws as I consider appropriate as a basis of this opinion.
On the basis of such examination, it is my opinion that:

      1.  KILICO is a corporation duly organized and validly existing under the
      laws of the State of Illinois.

      2.  The Variable Separate Account is an account established and
      maintained by KILICO pursuant to the laws of the State of Illinois, under
      which income, gains and losses, whether or not realized, from assets
      allocated to the Variable Separate Account are, in accordance with the
      Policies, credited to or charged against the Variable Separate Account
      without regard to other income, gains or losses of KILICO.



<PAGE>   2

Kemper Investors Life Insurance Company
September 3, 1997
Page Two


      3.  Assets allocated to the Variable Separate Account will be owned by
      KILICO.  The policies provide that the portion of the assets of the
      Variable Separate Account equal to the reserves and other Policy
      liabilities with respect to the Variable Separate Account will not be
      chargeable with liabilities arising out of any other business KILICO may
      conduct.

      4.  When issued and sold as described above, the Policies will be duly
      authorized and will constitute validly issued and binding obligations of
      KILICO in accordance with their terms.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to my name under the heading "Legal Matters" in
the Prospectus.

Sincerely,

/s/ DEBRA P. REZABEK

Debra P. Rezabek
Senior Vice President, General Counsel
 and Corporate Secretary


<PAGE>   1


                               ACTUARIAL OPINION


     This opinion is supplied with the filing of the Registration Statement on
Form S-6 by the KILICO Variable Separate Account-2 (the "Separate Account") and
Kemper Investors Life Insurance Company ("KILICO") covering an indefinite
number of units of interest in the Separate Account.  Premiums received under
KILICO's Individual and Survivorship Flexible Premium Variable Life Insurance
Policies will be allocated by KILICO to the Separate Account as described in
the Prospectus included in the Registration Statement.

     I am familiar with the provisions of the Policies and the description in
the Prospectus and it is my opinion that the illustrations of death benefits,
surrender values, cash values, and accumulated premiums included in Appendix A
of the Prospectus, based on the assumptions in the illustrations, are
consistent with the provisions of the Policies.  The rate structure of the
Policies have not been designed to make the relationship between planned
premiums and benefits, as shown in the illustrations, appear more favorable, in
the case of individual Policies, to prospective nonsmoker preferred males ages
40 and 60, than to nonsmoker preferred males at other ages, or, in the case of
survivorship Policies, to prospective nonsmoker preferred males and females
ages 45 and 40 and 65 and 60, respectively, than to nonsmoker preferred males
and females at other ages.  The nonsmoker risk class generally has a more
favorable rate structure than the smoker risk classes.  Female risk classes
generally have a more favorable rate structure than male risk classes.
Preferred risk classes generally have a more favorable rate structure than
nonpreferred risk classes.

     The current and guaranteed monthly mortality rates used in the
illustrations have not been designed so as to make the relationship between
current and guaranteed rates more favorable for the ages and sexes illustrated
than for a nonsmoker male or female at other ages.  The nonsmoker risk classes
generally have lower monthly mortality rates than the smoker risk classes.  The
female risk classes generally have lower monthly mortality rates than the male
risk classes.  Preferred risk classes generally have lower monthly mortality
rates than nonpreferred risk classes.

     I consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to me under the heading "Experts" in the
Prospectus.


                                             /s/STEVEN D. POWELL
                                             ----------------------------
                                             Steven D. Powell, FSA


<PAGE>   1



The Board of Directors
Kemper Investors Life Insurance Company

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.



                                        /s/ KPMG PEAT MARWICK LLP







Chicago, Illinois
September 4, 1997








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