KILICO VARIABLE SEPARATE ACCOUNT 2
485APOS, 1998-08-25
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<PAGE>   1
 
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1998
    
 
                                                REGISTRATION STATEMENT 333-35159
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ------------------
 
   
                         POST-EFFECTIVE AMENDMENT NO. 2
    
                                       TO
                                    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:
 
<TABLE>
<S>                                                    <C>
                FRANK J. JULIAN, ESQ.                                   JOAN E. BOROS, ESQ.
       Kemper Investors Life Insurance Company                           Jorden Burt Boros
                   1 Kemper Drive                                Cicchetti Berenson & Johnson, LLP
             Long Grove, Illinois 60049                         1025 Thomas Jefferson Street, N.W.
                                                                            Suite 400 E
                                                                      Washington, D.C. 20007
</TABLE>
    
 
   
     It is proposed that this filing will become effective (check appropriate
box):
    
 
[ ] Immediately upon filing pursuant to paragraph (b), or
 
   
[X] 60 days after filing pursuant to paragraph (a)(1), or
    
   
[ ] on (date) pursuant to paragraph (b), or
    
 
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485.
 
     If appropriate, check the following box:
 
       [ ] this post effective amendment designates a new effective date for a
           previously filed post-effective amendment.
 
     E.  Title of securities being registered:
 
               Units of Interests in the Separate Account under Flexible Premium
               Variable Life Insurance Policies (Individual Life and
               Survivorship).
 
     F.  Approximate date of proposed public offering:
 
               Continuous.
 
     [ ] Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
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<PAGE>   2
 
   
     THIS AMENDMENT TO THE REGISTRATION STATEMENT ON FORM S-6 (THE "REGISTRATION
STATEMENT") IS BEING FILED PURSUANT TO RULE 485(A) UNDER THE SECURITIES ACT OF
1933, AS AMENDED, TO SUPPLEMENT THE REGISTRATION STATEMENT WITH ANOTHER
PROSPECTUS, AND RELATED EXHIBITS, DESCRIBING A PARTICULAR FORM OF THE FLEXIBLE
PREMIUM VARIABLE LIFE INSURANCE POLICY. THIS AMENDMENT RELATES ONLY TO THE
PROSPECTUS AND EXHIBITS INCLUDED IN THIS AMENDMENT AND DOES NOT OTHERWISE
DELETE, AMEND, OR SUPERSEDE ANY INFORMATION CONTAINED IN THE REGISTRATION
STATEMENT.
    
<PAGE>   3
 
   
                         RECONCILIATION AND TIE BETWEEN
    
   
                    ITEMS IN FORM N-8B-2 AND THE PROSPECTUS
    
 
   
<TABLE>
<CAPTION>
ITEM NO.            CAPTION IN PROSPECTUS
- --------            ---------------------
<C>                 <S>
   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
  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
</TABLE>
    
<PAGE>   4
 
   
<TABLE>
<CAPTION>
ITEM NO.            CAPTION IN PROSPECTUS
- --------            ---------------------
<C>                 <S>
  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
</TABLE>
    
<PAGE>   5
 
   
                         PROSPECTUS--            , 1998
    
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                           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 Funds and
the portfolios of the Funds (the "Portfolios") currently available under the
Policy are: (a) Evergreen Variable Annuity Trust (Portfolios--Evergreen VA Fund,
Evergreen VA Growth and Income Fund, Evergreen VA Foundation Fund, Evergreen VA
Global Leaders Fund, Evergreen VA Strategic Income Fund, Evergreen VA Aggressive
Growth Fund, Evergreen VA Small Cap Equity Income Fund, and Evergreen VA
International Growth Fund); (b) Goldman Sachs Variable Insurance Trust
(Portfolios--Goldman Sachs International Equity Fund and Goldman Sachs Global
Income Fund); (c) Morgan Stanley Universal Funds, Inc. (Portfolios--High Yield
Portfolio and U.S. Real Estate Portfolio); (d) Fidelity's Variable Insurance
Products Fund ("VIP") (Portfolios--Money Market Portfolio and Overseas
Portfolio); and (e) Fidelity's Variable Insurance Products Fund II ("VIP II")
(Portfolios--Contrafund Portfolio and Index 500 Portfolio). 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 fixed rate declared periodically by KILICO that is guaranteed
never to be less than an effective annual yield of 3%.
    
 
     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 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. KILICO reserves the right to limit the Death Benefit under certain
circumstances. 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 "Fixed Account Option."
    
 
   
     THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED OR PRECEDED BY THE
     CURRENT PROSPECTUSES FOR THE APPLICABLE UNDERLYING FUNDS. ALL
     PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
    
 
   
     THIS PROSPECTUS AND OTHER INFORMATION ABOUT THE SEPARATE ACCOUNT
     REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN
     BE FOUND AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE
     (HTTP://WWW.SEC.GOV).
    
 
   
     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 SECURITIES AND
     EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
     PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
<PAGE>   6
 
TABLE OF CONTENTS
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- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
DEFINITIONS.................................................    3
SUMMARY.....................................................    5
KILICO AND THE SEPARATE ACCOUNT.............................   11
THE FUNDS...................................................   11
FIXED ACCOUNT OPTION........................................   14
THE POLICY..................................................   15
POLICY BENEFITS AND RIGHTS..................................   17
CHARGES AND DEDUCTIONS......................................   23
GENERAL PROVISIONS..........................................   25
DOLLAR COST AVERAGING.......................................   28
SYSTEMATIC WITHDRAWAL PLAN..................................   28
DISTRIBUTION OF POLICIES....................................   29
FEDERAL TAX MATTERS.........................................   29
LEGAL CONSIDERATIONS........................................   33
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS................   33
VOTING INTERESTS............................................   33
STATE REGULATION OF KILICO..................................   34
DIRECTORS AND OFFICERS OF KILICO............................   34
LEGAL MATTERS...............................................   36
LEGAL PROCEEDINGS...........................................   36
YEAR 2000 COMPLIANCE........................................   36
EXPERTS.....................................................   37
REGISTRATION STATEMENT......................................   37
FINANCIAL STATEMENTS........................................   37
CHANGE OF ACCOUNTANTS.......................................   37
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS....................   38
REPORT OF INDEPENDENT AUDITORS..............................   39
APPENDIX A--TABLE OF DEATH BENEFIT FACTORS..................  A-1
</TABLE>
    
 
                                        2
<PAGE>   7
 
                                  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.
 
   
     ACCUMULATION UNIT VALUE--The value of a Subaccount measured by that
Subaccount's Accumulation Units.
    
 
     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. The Owner may designate more than one
Beneficiary.
    
 
     CASH VALUE--The sum of the value of Policy assets in the Separate Account,
Fixed Account and Loan Account.
 
   
     DATE OF RECEIPT--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., Central Time) on any date when the New York Stock
Exchange is open for trading. Otherwise, it will be deemed to be received on the
next such day.
    
 
   
     DEATH BENEFIT--The amount payable upon the death of the Insured (the last
surviving Insured in the case of a Survivorship Policy) while the Policy is in
force.
    
 
   
     DEBT--The principal of any outstanding loan, plus 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/lives is/are covered by the Policy and
who is/are named in the Policy Specifications.
    
 
   
     ISSUE DATE--The date shown as such 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. 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.
 
   
     NET PREMIUM--The premium paid less the charges deducted from premium as
shown in the Policy Specifications.
    
 
     OWNER--The person designated on the application who may exercise all rights
and privileges under the Policy.
 
     PLANNED PREMIUM--The scheduled premium specified by the Owner in the
application.
 
                                        3
<PAGE>   8
 
   
     POLICY DATE--The date shown as such in the Policy Specifications. The
Policy Date is the date that insurance coverage takes effect subject to any
principles of conditional receipt under applicable law and is the date used to
determine Policy Years and Monthly Processing Dates.
    
 
   
     POLICY LOAN--The amount of the Cash Value which the Owner has borrowed as a
loan. An Owner may borrow up to 90% of the Policy's Cash Value.
    
 
     POLICY YEAR--Each year commencing with the Policy Date and each Policy Date
anniversary thereafter.
 
     SEPARATE ACCOUNT--The KILICO Variable Separate Account-2, which was
established under Illinois law as a separate investment account of KILICO.
 
     SEPARATE ACCOUNT VALUE--The portion of the Cash Value in the Subaccount(s).
 
   
     SPECIFIED AMOUNT--The amount of insurance 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 Cash Value on the date of surrender minus 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 Issue Date.
    
 
     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.
 
                                        4
<PAGE>   9
 
                                    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," "The
Policy--Allocation of Premiums and Separate Account Value," "Charges and
Deductions," and "Policy Benefits and Rights.")
    
 
     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.")
 
   
     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 Premium and Cash Value allocated to
the Separate Account. KILICO does not guarantee a minimum Separate Account
Value. (See "Policy Benefits and Rights--Cash Value.")
    
 
     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.")
 
   
     Policy Loans. An Owner may borrow up to 90% of the Policy's Cash Value.
(See "Policy Benefits and Rights--Policy Loans.") 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.")
 
     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.")
 
   
     Death Benefit. As long as the Policy remains in force, the Policy provides
for payment of a Death Benefit 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. KILICO
reserves the right to limit the Death Benefit under certain circumstances.
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 the Death
Benefit from Option A
    
 
                                        5
<PAGE>   10
 
   
to 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
Benefit.")
    
 
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.")
 
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
sixteen Subaccounts of the Separate Account and the Fixed Account. The
Subaccounts each invest in shares of a designated Portfolio of Evergreen
Variable Annuity Trust, Goldman Sachs Variable Insurance Trust, Morgan Stanley
Universal Funds, Inc., Fidelity's Variable Insurance Products Fund, or
Fidelity's Variable Insurance Products Fund II.
    
 
   
     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 Net Premium will be allocated to the Fidelity
VIP Money Market Subaccount. On the Trade Date, which is generally thirty days
from the Issue Date, the Separate Account Value in the Fidelity VIP 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 Net Premium 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.")
    
 
   
     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 "The Policy--Allocation of
Premiums and Separate Account Value.")
    
 
THE FUNDS
 
   
     The following Portfolios of Evergreen Variable Annuity Trust are currently
available for investment by the Separate Account under the Policy:
    
 
   
     Evergreen VA Fund, Evergreen VA Growth and Income Fund, Evergreen VA
Foundation Fund, Evergreen VA Global Leaders Fund, Evergreen VA Strategic Income
Fund, Evergreen VA Aggressive Growth Fund, Evergreen VA Small Cap Equity Income
Fund, and Evergreen VA International Growth Fund.
    
 
   
     The following Portfolios of Goldman Sachs Variable Insurance Trust are
currently available for investment by the Separate Account under the Policy:
    
 
   
     Goldman Sachs International Equity Fund and Goldman Sachs Global Income
Fund.
    
 
   
     The following Portfolios of Morgan Stanley Universal Funds, Inc. are
currently available for investment by the Separate Account under the Policy:
    
 
   
     High Yield Portfolio and U.S. Real Estate Portfolio.
    
 
   
     The following Portfolios of Fidelity's Variable Insurance Products Fund are
currently available for investment by the Separate Account under the Policy:
    
 
   
     Money Market Portfolio and Overseas Portfolio.
    
 
   
     The following Portfolios of Fidelity's Variable Insurance Products Fund II
are currently available for investment by the Separate Account under the Policy:
    
 
   
     Contrafund Portfolio and Index 500 Portfolio.
    
 
                                        6
<PAGE>   11
 
   
     For a more detailed description of the Funds, see "The Funds," and 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
Net Premium. State and local premium tax rates generally range from .50% to 5%.
In addition, a charge of 1% of each premium payment (commonly referred to as a
deferred acquisition cost tax or DAC Tax) 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.")
    
 
   
     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 "Charges and Deductions--Other Charges" and "Federal Tax Matters.")
    
 
   
     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 "Charges and
Deductions--Mortality and Expense Risk Charge.")
    
 
     KILICO also deducts a Monthly Administrative Charge and an Account
Maintenance Charge 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 Charge 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.")
 
     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 "Charges and Deductions--Other Charges" 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 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 Federal
tax law, 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.
Generally, distributions are not included in income until the amount of the
distributions exceed the premiums paid for the Policy. If the Policy is treated
as a modified endowment contract (MEC), a Policy Loan will also be treated as a
distribution. Generally, distributions from a MEC (including loans) are included
in income to the extent the Cash Value exceeds premiums paid for the Policy. A
change of Owner, an assignment, a Policy Loan or a surrender of the Policy may
have tax consequences.
    
 
   
     The Death Benefit 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.")
    
 
                                        7
<PAGE>   12
 
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.")
 
   
ILLUSTRATIONS OF CASH VALUE, SURRENDER VALUE, DEATH BENEFIT
    
 
   
     KILICO will furnish, upon request and at no charge, a personalized
illustration reflecting the proposed Insured's age, sex, and underwriting
classification. Where applicable, KILICO will also furnish upon request an
illustration for a Policy that is not affected by the sex of the Insured.
Personalized illustrations provided by KILICO upon request will be based, as
appropriate, on the methodology and format of the hypothetical illustrations
that KILICO has included in the registration statement for the Policy. Tables in
Exhibit 10. to the registration statement illustrate the Cash Value, Surrender
Value and Death Benefit based upon certain hypothetical assumed rates of return
for the Separate Account and the charges deducted under the Policy.
    
 
   
FEES AND EXPENSES
    
 
   
     The following tables are designed to help you understand the various fees
and expenses that you will bear, directly or indirectly, as an Owner. The first
table describes the Policy charges and deductions you will directly bear under
the Policy. The second table describes the fees and expenses of the Portfolios
that you will bear indirectly when you purchase a Policy. (See "Charges and
Deductions.")
    
 
   
                         POLICY CHARGES AND DEDUCTIONS
    
 
   
<TABLE>
<S>                                          <C>                               <C>
Cost of Insurance Charge(1)................  CURRENT                           GUARANTEED
                         Individual Policy   Ranges from $0.01263 per $1,000   Ranges from $0.05669 per $1,000
                                               of net amount at risk to          of net amount at risk up to
                                               $83.33 per $1,000 of net          $83.33 per $1,000 of net
                                               amount at risk(2)                 amount at risk(2)
                         Survivorship        Ranges from $0.00833 per $1,000   Ranges from $0.01 per $1,000 of
  Policy                                       of net amount at risk to          net amount at risk up to
                                               $83.33 per $1,000 of net          $83.33 per $1,000 of net
                                               amount at risk(2)                 amount at risk(2)
Monthly Administrative Charge..............  $20 per month during Policy Year 1 and for 12 months following an
                                               increase in Specified Amount(3)
                                             $5 per month thereafter
Premium Tax Charge(4)......................  .50% to 5% of each premium payment
DAC Tax Charge.............................  1% of each premium payment
Annual Separate Account Charges(5)
Mortality and Expense Risk Charge..........  CUMULATIVE NET                    MORTALITY AND EXPENSE
                                             PREMIUM PAID(6)                   RISK CHARGE
                                             --------------                    --------------------
                                             Up to $100,000                    0.65%
                                             $100,000-$250,000                 0.50%
                                             $250,001-$500,000                 0.40%
                                             $500,001 and higher               0.30%
  Account Maintenance Charge...............  0.45%
  Federal Income Tax Charge(7).............  None
Transfer Charge............................  None
Sales Charge or Surrender Charge...........  None
</TABLE>
    
 
- ---------------
 
   
(1) The current cost of insurance charge will never exceed the guaranteed cost
    of insurance charge shown in the Policy Specifications. The net amount at
    risk is the difference between the Death Benefit divided by 1.0024663 and
    the Cash Value. (See "Charges and Deductions--Cost of Insurance Charge.")
    
 
                                        8
<PAGE>   13
 
   
(2) Current and guaranteed cost of insurance charges 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.
    
 
   
(3) Additional evidence of insurability satisfactory to KILICO will be required
    for an increase in Specified Amount. (See "Policy Benefits and
    Rights--Changes in Specified Amount.")
    
 
   
(4) KILICO deducts a premium tax charge equal to the actual state tax rate from
    each premium payment. State and local premium tax rates range from .50% to
    5%. KILICO expects to pay an average state premium tax rate of approximately
    2.18%, but the actual premium tax attributable to a Policy may be more or
    less. (See "Charges and Deductions--Deductions from Premiums.")
    
 
   
(5) Deducted daily and shown as a percentage of average net assets.
    
 
   
(6) For the purpose of determining the amount of cumulative Net Premium paid in
    connection with any Policy, KILICO reserves the right to aggregate
    cumulative Net Premium 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.
    
 
   
(7) KILICO does not currently assess a charge for Federal, state or other taxes
    that may be attributable to the Separate Account, though it reserves the
    right to do so in the future. (See "Charges and Deductions--Other Charges.")
    
 
   
                PORTFOLIO EXPENSES AFTER WAIVERS/REIMBURSEMENTS
    
   
     (as a percentage of net assets for the period ended December 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                                                        TOTAL
                                                              MANAGEMENT    OTHER     OPERATING
                         PORTFOLIO                               FEES      EXPENSES   EXPENSES
                         ---------                            ----------   --------   ---------
<S>                                                           <C>          <C>        <C>
Evergreen VA Fund(1)........................................    0.64%       0.36%       1.00%
Evergreen VA Growth and Income Fund()(1)....................    0.72%       0.28%       1.00%
Evergreen VA Foundation Fund()(1)...........................    0.73%       0.27%       1.00%
Evergreen VA Global Leaders Fund()(1).......................    0.00%       1.00%       1.00%
Evergreen VA Strategic Income Fund(1).......................    0.00%       1.00%       1.00%
Evergreen VA Aggressive Growth Fund(1)......................    0.00%       1.00%       1.00%
Evergreen VA Small Cap Equity Income Fund(2)................    0.00%       1.00%       1.00%
Evergreen VA International Growth Fund(2)...................    0.00%       1.00%       1.00%
Goldman Sachs International Equity Fund(3)..................    1.00%       0.25%       1.25%
Goldman Sachs Global Income Fund(3).........................    0.90%       0.15%       1.05%
Morgan Stanley High Yield Portfolio(4)......................    0.00%       0.80%       0.80%
Morgan Stanley U.S. Real Estate Portfolio(4)................    0.00%       1.10%       1.10%
Fidelity's VIP Money Market Portfolio.......................    0.21%       0.10%       0.31%
Fidelity's VIP Overseas Portfolio(5)........................    0.75%       0.17%       0.92%
Fidelity's VIP II Contrafund Portfolio(5)...................    0.60%       0.11%       0.71%
Fidelity's VIP II Index 500 Portfolio(6)....................    0.24%       0.04%       0.28%
</TABLE>
    
 
- ---------------
 
   
(1) Reflects an agreement to voluntarily limit aggregate operating expenses
    (including investment advisory expenses, but excluding interest, brokerage
    commissions and extraordinary expenses) to 1.00% of average daily net
    assets. Absent such an agreement, the actual Management Fees, Other Expenses
    and Total Operating Expenses for the period from January 1, 1997 to December
    31, 1997 were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      TOTAL
                                                            MANAGEMENT    OTHER     OPERATING
                                                               FEES      EXPENSES   EXPENSES
                                                            ----------   --------   ---------
<S>                                                         <C>          <C>        <C>
Evergreen VA Fund.........................................    0.95%       0.36%       1.31%
Evergreen VA Growth and Income Fund.......................    0.95%       0.28%       1.23%
Evergreen VA Foundation Fund..............................    0.83%       0.27%       1.10%
Evergreen VA Global Leaders Fund..........................    0.95%       1.94%       2.89%
Evergreen VA Strategic Income Fund........................    0.58%       2.09%       2.67%
Evergreen VA Aggressive Growth Fund.......................    0.60%       2.42%       3.02%
</TABLE>
    
 
   
(2) Expenses have been estimated for the current fiscal year.
    
 
                                        9
<PAGE>   14
 
   
(3) Expenses are estimated for the current fiscal year. Each Portfolio's
    investment adviser has voluntarily agreed to reduce or limit certain Other
    Expenses (excluding management fees, taxes, interest and brokerage fees, and
    litigation, indemnification and other extraordinary expenses) to the extent
    such expenses exceed . 25% and .15%, respectively, of average daily net
    assets of Goldman Sachs International Equity Fund and Goldman Sachs Global
    Income Fund. Without such reduction, it is estimated that Other Expenses
    would have been 2.12% and 3.27%, respectively, on an annualized basis.
    
 
   
(4) Each Portfolio's expenses were voluntarily waived and reimbursed by its
    investment adviser. Absent waiver and/or reimbursement, Management Fees,
    Other Expenses, and Total Operating Expenses would have been 0.50%, 1.18%,
    and 1.68% for High Yield Portfolio for the annualized period January 2, 1997
    through December 31, 1997, and 0.80%, 1.52%, and 2.32 % for U.S. Real Estate
    Portfolio for the annualized period March 3, 1997 through December 31, 1997.
    
 
   
(5) A portion of the brokerage commissions that certain Portfolios pay was used
    to reduce expenses. In addition, certain Portfolios have entered into
    arrangements with their custodian whereby credits realized as a result of
    uninvested cash balances were used to reduce custodian expenses. Including
    these reductions, Total Operating Expenses would have been 0.90% for VIP
    Overseas Portfolio and 0.68% for VIP II Contrafund Portfolio.
    
 
   
(6) The investment adviser agreed to reimburse a portion of Index 500
    Portfolio's expenses during the period. Without such reimbursement,
    Management Fees, Other Expenses and Total Operating Expenses would have been
    0.27%, 0.13%, and 0.40%, respectively.
    
 
                                       10
<PAGE>   15
 
                        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 non-operating holding company.
Kemper Corporation is a wholly-owned subsidiary of Zurich Holding Company of
America ("ZHCA"), which is a wholly-owned subsidiary of Zurich Insurance Company
("Zurich"). 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 Premium under the Policy. In addition, the
Separate Account may receive and invest Net Premium 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 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 (the "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.
    
 
   
     Sixteen Subaccounts are available under the Policy. Each Subaccount invests
exclusively in shares of one of the corresponding Portfolios of the Funds. The
Separate Account also includes other subaccounts which are not available under
the Policy. 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. Additional Subaccounts may be
added in the future. Not all Subaccounts may be available in all jurisdictions
or under all Policies.
    
 
                                   THE FUNDS
 
   
     The Separate Account invests in shares of Evergreen Variable Annuity Trust,
Goldman Sachs Variable Insurance Trust, Morgan Stanley Universal Funds, Inc.,
Fidelity's Variable Insurance Products Fund, and Fidelity's Variable Insurance
Products Fund II, 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 Annuity Trust and Morgan
Stanley Universal Funds, Inc., 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. 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.
    
 
                                       11
<PAGE>   16
 
EVERGREEN VARIABLE ANNUITY TRUST
 
     The Portfolios of the Evergreen Variable Annuity 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.
 
   
     Evergreen VA Small Cap Equity Income Fund: Seeks to achieve a return
consisting of current income and capital appreciation in the value of its
shares. The Fund invests in common and preferred stocks, securities convertible
into or exchangeable for common stocks and fixed income securities. In
attempting to achieve its objective, the Fund invests primarily in companies
with total market capitalizations of less than $500 million.
    
 
   
     Evergreen VA International Growth Fund: Seeks long-term growth of capital
and, as a secondary objective, seeks modest income. The Fund invests primarily
in equity securities issued by well-established, quality companies located in
countries with developed markets.
    
 
   
     Evergreen Asset Management Corp. is the investment adviser to Evergreen VA
Fund, Evergreen VA Growth and Income Fund, Evergreen VA Foundation Fund,
Evergreen VA Global Leaders Fund, and Evergreen VA Small Cap Equity Income Fund.
Keystone Investment Management Company is the investment adviser to Evergreen VA
Strategic Income Fund and Evergreen VA International Growth Fund. The Capital
Management Group of First Union National Bank is the investment adviser to
Evergreen VA Aggressive Growth Fund. Lieber & Company serves as sub-adviser to
Evergreen VA Fund, Evergreen VA Growth and Income Fund, Evergreen VA Foundation
Fund, Evergreen VA Global Leaders Fund, and Evergreen VA Small Cap Equity Income
Fund.
    
 
   
GOLDMAN SACHS VARIABLE INSURANCE TRUST
    
 
   
     The Portfolios of the Goldman Sachs Variable Insurance Trust in which the
Separate Account invests are summarized below:
    
 
   
     Goldman Sachs International Equity Fund: Seeks long-term capital
appreciation through investments in equity securities of companies that are
organized outside the U.S. or whose securities are principally traded outside
the U.S.
    
 
   
     Goldman Sachs Global Income Fund: Seeks a high total return, emphasizing
current income and, to a lesser extent, providing opportunities for capital
appreciation by investing primarily in a portfolio of high quality fixed-income
securities of U.S. and foreign issuers and foreign currencies.
    
 
   
     Goldman Sachs Asset Management International, an affiliate of Goldman,
Sachs & Co., serves as investment adviser to the Goldman Sachs International
Equity Fund and the Goldman Sachs Global Income Fund.
    
 
                                       12
<PAGE>   17
 
   
MORGAN STANLEY UNIVERSAL FUNDS, INC.
    
 
   
     The Portfolios of the Morgan Stanley Universal Funds, Inc. in which the
Separate Account invests are summarized below:
    
 
   
     High Yield Portfolio: Seeks above-average total return over a market cycle
of three to five years by investing primarily in a diversified portfolio of high
yield securities, including corporate bonds and other fixed income securities
and derivatives. High yield securities are rated below investment grade and are
commonly referred to as "junk bonds." The Portfolio's average weighted maturity
will ordinarily exceed five years and will usually be between five and fifteen
years.
    
 
   
     U.S. Real Estate Portfolio: Seeks above-average current income and
long-term capital appreciation by investing primarily in equity securities of
U.S. and non-U.S. companies principally engaged in the U.S. real estate
industry, including real estate investment trusts ("REITs").
    
 
   
     Miller Anderson & Sherrerd, LLP serves as investment adviser to the High
Yield Portfolio. Morgan Stanley Asset Management Inc. serves as investment
adviser to the U.S. Real Estate Portfolio.
    
 
   
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
    
 
   
     The Portfolios of Fidelity's Variable Insurance Products Fund in which the
Separate Account invests are summarized below:
    
 
   
     Money Market Portfolio: Seeks to earn a high level of current income while
maintaining a stable $1.00 price by investing in high quality, short-term
securities. Neither the Portfolio nor its yield is insured or guaranteed by the
U.S. Government.
    
 
   
     Overseas Portfolio: Seeks long-term growth of capital by investing
primarily in foreign securities. The Portfolio increases diversification by
spreading investments among securities of both developed and emerging markets,
different countries and geographic regions.
    
 
   
     Fidelity Management & Research Company ("FMR") serves as the investment
adviser to Money Market Portfolio and Overseas Portfolio. Fidelity Investments
Money Management, Inc., a subsidiary of FMR, chooses investments for Money
Market Portfolio. Fidelity Management & Research (U.K.) Inc. ("FMR U.K."), in
London, England, Fidelity Management & Research (Far East) Inc. ("FMR Far
East"), in Tokyo, Japan, Fidelity International Investment Advisors, in
Pembroke, Bermuda, and Fidelity International Investment Advisors (U.K.) Limited
("FIIA(U.K.)L"), in London, England, serve as sub-advisers to Overseas
Portfolio.
    
 
   
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II
    
 
   
     The Portfolios of Fidelity's Variable Insurance Products Fund II in which
the Separate Account invests are summarized below:
    
 
   
     Contrafund Portfolio: Seeks capital appreciation by investing in securities
of companies whose value FMR believes is not fully recognized by the public. The
Portfolio normally invests primarily in common stocks and securities convertible
into common stocks, but it has the flexibility to invest in other types of
securities.
    
 
   
     Index 500 Portfolio: Seeks to provide investment results that correspond to
the total return of common stocks publicly traded in the United States. To
achieve this objective, the Portfolio attempts to duplicate the composition and
total return of the Standard & Poor's Composite Index of 500 Stocks (commonly
referred to as the "S&P 500").
    
 
   
     FMR serves as the investment adviser to Contrafund Portfolio and Index 500
Portfolio. FMR U.K., FMR Far East, and FIIA(U.K.)L serve as sub-advisers to
Contrafund Portfolio. Bankers Trust Company, a wholly-owned subsidiary of
Bankers Trust New York Corporation, currently serves as the sub-adviser to Index
500 Portfolio.
    
 
   
     There is no assurance that any of the Portfolios of Evergreen Variable
Annuity Trust, Goldman Sachs Variable Insurance Trust, Morgan Stanley Universal
Funds, Inc., Fidelity's Variable Insurance Products Fund, or Fidelity's Variable
Insurance Products Fund II 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. (See also "Charges and Deductions--Other
Charges").
    
 
                                       13
<PAGE>   18
 
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
 
   
     Net Premium allocated by 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 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
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% per annum. KILICO, at its discretion,
may credit interest in excess of 3% per annum. 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 Premium 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 Premium 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.
    
 
                                       14
<PAGE>   19
 
                                   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 1 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 or subsequently changed. 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 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 minimum premium payments 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 of life insurance contract subject to
different tax treatment than conventional life insurance contracts for certain
pre-death distributions. (See "Federal Tax Matters.") 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 "The Policy--Policy
Termination, 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 "The
Policy--Policy Termination, Lapse and Reinstatement.")
    
 
   
     Certain charges will be deducted from each premium payment. (See "Charges
and Deductions.") The remainder of the premium is Net Premium and will be
allocated as described below under "The Policy--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
Fidelity VIP 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 Termination, 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 Net Premium will
be allocated to the Fidelity VIP Money Market Subaccount. The Separate Account
Value will remain in the Fidelity VIP Money Market Subaccount until the Trade
Date. On the Trade Date, the Separate Account Value in the Fidelity VIP Money
Market Subaccount will be allocated among the Subaccounts and the
    
 
                                       15
<PAGE>   20
 
   
Fixed Account as elected by the Owner in the application for the Policy. The
initial Net Premium 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 Net Premium 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) Subaccounts 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 Net Premium is allocated to
the Fidelity VIP 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.
    
 
     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.
 
   
     Transfers will be based on the Accumulation Unit Values next determined
following receipt of valid, complete transfer instructions by KILICO. 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 unless such remaining
amount is zero. These minimums may be waived for reallocations under established
third party asset allocation programs. 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 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 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 TERMINATION, LAPSE AND REINSTATEMENT
 
   
     Termination and Lapse. All coverage under the Policy terminates when any
one of the following events occurs: (1) the Owner requests that the coverage be
terminated; (2) the Insured dies (last surviving Insured in the case of a
Survivorship Policy); (3) the Policy matures; or (4) a lapse occurs. 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.")
 
                                       16
<PAGE>   21
 
     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
Internal Revenue 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.
    
 
     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.
 
                           POLICY BENEFITS AND RIGHTS
 
   
DEATH BENEFIT
    
 
   
     While the Policy is in force (see "Policy Termination, Lapse and
Reinstatement--Termination and Lapse," above), a Death Benefit will be paid upon
the death of the Insured (the last surviving Insured in the case of a
Survivorship Policy). The Death Benefit is based on the Death Benefit option,
the Death Benefit qualification test, the Specified Amount and the Table of
Death Benefit Factors (see Appendix A) 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 offered under the Policy--Option A or Option B. 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 in 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.
    
 
   
     KILICO reserves the right in circumstances where it cannot obtain
reinsurance coverage to reduce the Death Benefit arising from application of the
required Death Benefit Factors. The reductions will be effected by requiring
partial withdrawals of Cash Value. Such right will be exercised consistent with
administrative procedures to insure that the right is exercised in a
non-discriminatory manner. Such partial withdrawals may be taxable in whole or
in part to the Owners. (See "Federal Tax Matters.")
    
 
   
     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 the Death Benefit Factor. For Policies issued pursuant to the
guideline premium test, as described below, the Death Benefit
    
 
                                       17
<PAGE>   22
 
   
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 the appropriate Death Benefit Factor. The Death
Benefit Factors under both tests vary according to the age(s) of the Insured(s)
and will be at least equal to those required in Section 7702 of the Internal
Revenue Code. For example, under the guideline premium test, the Death Benefit
Factor is 250% for an Insured at Age 40 or under and it declines for older
Insureds. A table showing the Death Benefit Factors under the guideline premium
test is in Appendix A 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 the appropriate
Death Benefit Factor. For Policies issued pursuant to the guideline premium
test, the Death Benefit will not be less than the Cash Value multiplied by the
appropriate Death Benefit Factor. The Death Benefit Factors are the same as
those used in connection with Option A and are shown in Appendix A to this
Prospectus and in the Policy. 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 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 the Death Benefit 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 Amount and
Cash Value. The Individual Policy examples assume a male, non-tobacco Insured
who is Age 50 and Age 70, respectively, at the time of death and that there is
no outstanding Debt. The Survivorship Policy examples assume one male
non-tobacco Insured Age 55 and one female non-tobacco Insured Age 50, and one
male non-tobacco Insured Age 75 and one female non-tobacco Insured Age 70. 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.
    
 
                                       18
<PAGE>   23
 
                           INDIVIDUAL POLICY--AGE 50
 
   
<TABLE>
<CAPTION>
                                                               CASH VALUE    GUIDELINE
                                                              ACCUMULATION    PREMIUM
                                                                  TEST         TEST
                                                              ------------   ---------
<S>                                                           <C>            <C>
Specified Amount............................................    $250,000     $250,000
Cash Value..................................................    $150,000     $150,000
Death Benefit (corridor) Factor.............................     262.251%         185%
Death Benefit Option A......................................    $393,377     $277,500
Death Benefit Option B......................................    $400,000     $400,000
</TABLE>
    
 
   
                           INDIVIDUAL POLICY--AGE 70
    
 
   
<TABLE>
<CAPTION>
                                                             CASH VALUE    GUIDELINE
                                                            ACCUMULATION    PREMIUM
                                                                TEST          TEST
                                                            ------------   ----------
<S>                                                         <C>            <C>
Specified Amount..........................................   $1,000,000    $1,000,000
Cash Value................................................   $  700,000    $  700,000
Death Benefit (corridor) Factor...........................      151.548%          115%
Death Benefit Option A....................................   $1,060,836    $1,000,000
Death Benefit Option B....................................   $1,700,000    $1,700,000
</TABLE>
    
 
                SURVIVORSHIP POLICY--AGES MALE 55 AND FEMALE 50
 
   
<TABLE>
<CAPTION>
                                                             CASH VALUE    GUIDELINE
                                                            ACCUMULATION    PREMIUM
                                                                TEST          TEST
                                                            ------------   ----------
<S>                                                         <C>            <C>
Specified Amount..........................................   $1,000,000    $1,000,000
Cash Value................................................   $  500,000    $  500,000
Death Benefit (corridor) Factor...........................      336.783%          185%
Death Benefit Option A....................................   $1,683,915    $1,000,000
Death Benefit Option B....................................   $1,683,915    $1,500,000
</TABLE>
    
 
                SURVIVORSHIP POLICY--AGES MALE 75 AND FEMALE 70
 
   
<TABLE>
<CAPTION>
                                                             CASH VALUE    GUIDELINE
                                                            ACCUMULATION    PREMIUM
                                                                TEST          TEST
                                                            ------------   ----------
<S>                                                         <C>            <C>
Specified Amount..........................................   $2,000,000    $2,000,000
Cash Value................................................   $1,500,000    $1,500,000
Death Benefit (corridor) Factor...........................      169.985%          115%
Death Benefit Option A....................................   $2,549,775    $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.
 
   
     The Death Benefit 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. Due proof of death is required
within 60 days of death or as soon thereafter as is possible. Written proof of
death must be in the form of a certified copy of the death certificate, a
physician's statement or any other proof satisfactory to KILICO. Payments may be
postponed in certain circumstances. (See "General Provisions--Postponement of
Payments").
    
 
                                       19
<PAGE>   24
 
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.
    
 
   
     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 Factor
under either Option A or Option 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. Decreases
in the Death Benefit may have tax consequences. (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 Owner the amount of such excess above the premium limitations. Some
or all of the amount refunded may be subject to tax. (See "Federal Tax
Matters.")
    
 
   
     KILICO reserves the right to disallow a requested decrease, and will not
permit a requested decrease if, among other reasons, (1) compliance with the
guideline premium limitations under tax law resulting from the requested
decrease would result in immediate termination of the Policy, or (2) to effect
the requested decrease, 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.
    
 
                                       20
<PAGE>   25
 
     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 Net 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 Premium 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.
 
     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 Premium 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.
 
                                       21
<PAGE>   26
 
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 investments 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. 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.") If the Debt equals
or exceeds the Cash Value, the Policy will terminate 61 days after notice is
sent to the Owner, unless payment sufficient to keep the Policy in force for
three months is received by KILICO at its Home Office.
    
 
   
     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 loan 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 within 31 days after it is due will be
added, as of the due date, 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 will 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
 
                                       22
<PAGE>   27
 
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 payment sufficient to
keep the Policy in force for three months is made to KILICO within 61 days of
the date such notice is sent to the Owner. (See "The Policy--Policy Termination,
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 Policy 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
Policy Loan will be treated as a distribution and will be includible in income
to the extent the Cash Value exceeds the premiums paid for the Policy.
Therefore, a Policy Loan may be subject to Federal income tax and a 10% tax
penalty may also apply. (See "Federal Tax Matters.")
    
 
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 generally 30
days (45 days in North Carolina) 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
Net Premium. This charge is to reimburse KILICO for the payment of state premium
taxes. State and local premium tax rates generally range from .50% to 5%. KILICO
expects to pay an average state premium tax rate of approximately 2.18%, 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
    
 
                                       23
<PAGE>   28
 
   
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 (DAC Tax).
    
 
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 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 divided by 1.0024663 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. KILICO may use any profits from this charge for legitimate corporate
purposes, including distribution.
    
 
   
     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 NET                     MORTALITY AND EXPENSE
                   PREMIUM 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 Net Premium paid in
connection with any Policy, KILICO reserves the right to aggregate cumulative
Net Premium 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.
    
 
                                       24
<PAGE>   29
 
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 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.
 
   
     Account Maintenance Charge. To further defray the costs of the
administrative functions described above, KILICO deducts a daily charge from the
Subaccount of the Separate Account. This charge will be at an effective annual
rate of 0.45% of the average net assets of the Subaccount of the Separate
Account. The Account Maintenance Charge will be assessed daily against the
average net assets of the Subaccount 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.
    
 
   
     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.
    
 
     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 Funds. 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 "Summary--Fees and Expenses" and "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 and
therefore may differ among Funds. 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 of the Funds which are
available upon request.
    
 
                               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
 
                                       25
<PAGE>   30
 
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
 
          (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 Owner or 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.
 
                                       26
<PAGE>   31
 
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 each increase 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 original 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 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. An assignment of coverage may have tax consequences. (See "Federal Tax
Matters.")
 
NONPARTICIPATING
 
     The Policy will not pay dividends. It will not participate in any of
KILICO's surplus or earnings.
 
OWNER AND BENEFICIARY
 
     Unless otherwise provided in the application or subsequently changed, the
Insured is the Owner. The Owner has exclusive right to cancel or amend the
Policy by agreement with KILICO and exercise every option or right conferred by
this Policy, including the right of assignment.
 
     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. One or more primary or secondary Beneficiaries
may be named. In such case, the proceeds of the Policy will be paid in equal
shares to the survivors in the appropriate beneficiary class, unless otherwise
requested by the Owner. If no Beneficiary is designated or 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. If a
Beneficiary dies within ten days of the Insured's death, proceeds of the Policy
will be paid as if the Insured had survived the Beneficiary. The interest of any
Beneficiary may be subject to that of an assignee.
 
   
     The Owner may, at any time during the life of the Insured(s) and while the
Policy is in force, designate in writing a new Owner or Beneficiary. Any change
of Owner or Beneficiary must be made in writing in a form acceptable to KILICO.
Any such change must not be prohibited by the terms of an existing assignment,
Beneficiary designation or other restriction. KILICO reserves the right to
require the return of the Policy for endorsement for any change. The change will
take effect as of the date the request is signed; however, KILICO will not be
liable for any payment made or other action taken before the notice has been
received at KILICO's Home Office. A change of ownership may have tax
consequences. (See "Federal Tax Matters.")
    
 
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 Values,
    
 
                                       27
<PAGE>   32
 
   
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 Funds 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 at 1 Kemper Drive, Long Grove, Illinois 60049. The notice or request
should include the Policy number and the full name(s) 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 (i) continuation of the
Policy under an extended Maturity Date and (ii) 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. There currently is no charge associated with the option to extend
the Maturity Date. 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 or the Fidelity VIP Money Market 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 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 Fidelity VIP Money Market
Subaccount. In all other cases, transfers will commence on the first Transfer
Date following the Issue Date, subject to the requirements stated above.
Transfers will be made in the amounts designated by the 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 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 or reinstate 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
on which 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 Owners to preauthorize periodic withdrawals after the first Policy Year.
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 Owners who request a minimum $500 periodic payment. The amounts distributed
under the SWP are partial withdrawals. (See "Policy Benefits and
    
 
                                       28
<PAGE>   33
 
   
Rights--Surrender Privileges.") Withdrawals taken under the SWP may be subject
to income taxes, withholding and tax penalties. (See "Federal Tax Matters.")
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 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, as amended (the "1934
Act"), and are members of the National Association of Securities Dealers, Inc.
The Policy is distributed through the principal underwriter, LIS Securities
("LIS"). KILICO and LIS are affiliated through Zurich's ownership. Pursuant to a
Distribution Agreement between KILICO and LIS, LIS is authorized to enter into
Selling Group Agreements with broker-dealers that are registered under the 1934
Act and are members of the NASD. LIS is engaged in the distribution of other
variable life policies and annuities.
    
 
     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 LIS, pays compensation, not to exceed 5% 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.
    
 
GROUP OR SPONSORED ARRANGEMENTS
 
   
     Policies may be purchased under group or sponsored arrangements, as well as
on an individual basis. A "group arrangement" includes a program under which a
trustee, employer or similar entity purchases Individual Policies covering a
group of individuals on a group basis. Examples of such arrangements are
employer-sponsored benefit plans and deferred compensation plans. A "sponsored
arrangement" includes a program under which an employer permits group
solicitation of its employees or an association permits group solicitation of
its members for the purchase of Policies on an individual basis.
    
 
   
     KILICO may reduce the following types of charges for Policies issued in
connection with group or sponsored arrangements: the cost of insurance charge,
mortality and expense risk charge, account maintenance charge and monthly
administrative charge. KILICO may also issue Policies in connection with group
or sponsored arrangements on a "non-medical" or guaranteed issue basis. Due to
the underwriting criteria established for Policies issued on a non-medical,
guaranteed issue basis, actual monthly cost of insurance charges may be higher
than the current cost of insurance charges under otherwise identical Policies
that are medically underwritten. In addition, KILICO may also specify different
minimum initial premiums at issue for Policies issued in connection with group
or sponsored arrangements.
    
 
     The amounts of any reduction, the charges to be reduced, the elimination or
modification of underwriting requirements, and the criteria for applying a
reduction or modification will generally reflect the reduced sales and
administrative effort, costs and differing mortality experience appropriate to
the circumstances giving rise to the reduction or modification. The charges will
be reduced in accordance with KILICO's practice in effect when the Policy is
issued. The elimination or modification of underwriting requirements will be
done in accordance with KILICO's administrative procedures with respect to
underwriting when the Policy is issued. Reductions and modifications will not be
made where prohibited by applicable law and will not be unfairly discriminatory
against any person including the purchasers to whom the reduction or
modification applies and all other Owners of the Policy.
 
                              FEDERAL TAX MATTERS
 
INTRODUCTION
 
   
     The following discussion of the Federal income tax treatment of the Policy
is not exhaustive, does not purport to cover all situations, and is not intended
as tax advice. The Federal income tax treatment of the Policy is unclear in
certain circumstances, and a qualified tax adviser should always be consulted
with regard to the application of law to individual circumstances. This
discussion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Department regulations, and interpretations existing on the
date of this
    
 
                                       29
<PAGE>   34
 
Prospectus. These authorities, however, are subject to change by Congress, the
Treasury Department, and judicial decisions.
 
     This discussion does not address state or local tax consequences associated
with the purchase of the Policy. In addition, KILICO MAKES NO GUARANTEE
REGARDING ANY TAX TREATMENT--FEDERAL, STATE OR LOCAL--OF ANY POLICY OR OF ANY
TRANSACTION INVOLVING A POLICY.
 
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 Policy Cash Values. 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. However, KILICO's Federal
income taxes are increased in respect of the Policies because of the Federal tax
law's treatment of deferred acquisition costs. Accordingly, a charge equal to 1%
of each premium payment in all Policy Years is made to compensate KILICO for its
higher corporate income tax liability.
    
 
   
     If there is a material change in applicable Federal, state or local law,
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.
    
 
TAXATION OF LIFE INSURANCE POLICIES
 
   
     TAX STATUS OF THE POLICY. Section 7702 of the Code establishes a statutory
definition of life insurance for Federal tax purposes. KILICO believes that the
Policy will meet the current statutory definition of life insurance, which
places limitations on the amount of premiums that may be paid and the Cash
Values that can accumulate relative to the Death Benefit. As a result, the Death
Benefit payable under the Policy will generally be excludable from the
Beneficiary's gross income, and interest and other income credited under the
Policy will not be taxable unless certain withdrawals are made (or are deemed to
be made) from the Policy prior to the Insured's death, as discussed below. This
tax treatment will only apply, however, if (1) the investments of the Separate
Account are "adequately diversified" in accordance with Treasury Department
regulations, and (2) KILICO, rather than the Owner, is considered the owner of
the assets of the Separate Account for Federal income tax purposes.
    
 
   
     DIVERSIFICATION REQUIREMENTS. The Code and Treasury Department regulations
prescribe the manner in which the investments of a segregated asset account,
such as the Separate Account, are to be "adequately diversified." If the
Separate Account fails to comply with these diversification standards, the
Policy will not be treated as a life insurance contract for Federal income tax
purposes and the Owner would generally be taxable currently on the income on the
contract (as defined in the tax law). KILICO expects that the Separate Account,
through the Funds, will comply with the diversification requirements prescribed
by the Code and Treasury Department regulations.
    
 
   
     OWNERSHIP TREATMENT. In certain circumstances, variable life insurance
contract owners may be considered the owners, for Federal income tax purposes,
of the assets of a segregated asset account, such as the Separate Account, used
to support their contracts. In those circumstances, income and gains from the
segregated asset account would be includible in the contract owners' gross
income. The Internal Revenue Service (the "IRS") has stated in published rulings
that a variable contract owner will be considered the owner of the assets of a
segregated asset account if the owner possesses incidents of ownership in those
assets, such as the ability to exercise investment control over the assets. In
addition, the Treasury Department announced, in connection with the issuance of
regulations concerning investment diversification, that those regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
account." This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may direct their
investments to particular sub-accounts [of a segregated asset account] without
being treated as owners of the underlying assets." As of the date of this
Prospectus, no such guidance has been issued.
    
 
   
     The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of the assets of a segregated
asset account. For example, the Owner of this Policy has the choice of more
investment options to which to allocate premium payments and Separate Account
values, and may be able to transfer among investment options more frequently,
than in such rulings. These differences could result in the Owner being treated
as the
    
 
                                       30
<PAGE>   35
 
   
owner of a portion of the assets of the Separate Account and thus subject to
current taxation on the income and gains from those assets. In addition, KILICO
does not know what standards will be set forth in the regulations or rulings
which the Treasury Department has stated it expects to issue. KILICO therefore
reserves the right to modify the Policy as necessary to attempt to prevent
Owners from being considered the owners of the assets of the Separate Account.
However, there is no assurance that such efforts would be successful.
    
 
   
     The remainder of this discussion assumes that the Policy will be treated as
a life insurance contract for Federal tax purposes.
    
 
     TAX TREATMENT OF LIFE INSURANCE DEATH BENEFIT PROCEEDS. In general, the
amount of the Death Benefit payable under a Policy by reason of the death of the
Insured is excludable from gross income under Section 101 of the Code. Certain
transfers of the Policy for valuable consideration, however, may result in a
portion of the Death Benefit being taxable. If the Death Benefit is not received
in a lump sum and is, instead, applied under a Settlement Option, generally
payments will be prorated between amounts attributable to the Death Benefit,
which will be excludable from the Beneficiary's income, and amounts attributable
to interest (accruing after the Insured's death), which will be includible in
the Beneficiary's income.
 
   
     TAX DEFERRAL DURING ACCUMULATION PERIOD. Under existing provisions of the
Code, except as described below, any increase in an Owner's Cash Value is
generally not taxable to the Owner unless amounts are received (or are deemed to
be received) from the Policy prior to the Insured's death. If there is a
surrender of the Policy, an amount equal to the excess of the Cash Value over
the "investment in the contract" will be includible in the Owner's income. The
"investment in the contract" generally is the aggregate premium payments less
the aggregate amount received under the Policy previously to the extent such
amounts received were excludable from gross income. Whether withdrawals (or
other amounts deemed to be distributed) from the Policy constitute income to the
Owner depends, in part, upon whether the Policy is considered a "modified
endowment contract" ("MEC") for Federal income tax purposes.
    
 
POLICIES WHICH ARE NOT MECS
 
     TAX TREATMENT OF WITHDRAWALS GENERALLY. If the Policy is not a MEC
(described below), the amount of any withdrawal from the Policy generally will
be treated first as non-taxable recovery of premiums paid and then as income
from the Policy. Thus, a withdrawal from a Policy that is not a MEC generally
will not be includible in income except to the extent the withdrawal exceeds the
investment in the contract immediately before the withdrawal.
 
   
     CERTAIN DISTRIBUTIONS REQUIRED BY THE TAX LAW IN THE FIRST 15 POLICY
YEARS. As indicated above, Section 7702 places limitations on the amount of
premiums that may be paid and the Cash Values that can accumulate relative to
the Death Benefit. Where cash distributions are required under Section 7702 in
connection with a reduction in benefits during the first 15 years after the
Policy is issued (or if withdrawals are made in anticipation of a reduction in
benefits, within the meaning of the tax law, during this period), some or all of
such amounts may be includible in income notwithstanding the general rule
described in the preceding paragraph. A reduction in benefits may result upon a
decrease in the Specified Amount, a change from an Option B Death Benefit to an
Option A Death Benefit, if withdrawals are made, and in certain other instances.
    
 
     TAX TREATMENT OF LOANS. If a Policy is not classified as a MEC, a loan
under the Policy generally will be treated as indebtedness of the Owner. As a
result, no part of any loan under a Policy will constitute income to the Owner
so long as the Policy remains in force. However, in those situations where the
interest rate credited to the Loan Account equals the interest rate charged for
the loan, it is possible that some or all of the loan proceeds may be includible
in income. If a Policy lapses when a loan is outstanding, the amount of the loan
outstanding will be treated as the proceeds of a surrender for purposes of
determining whether any amounts are includible in the Owner's income.
 
   
     Generally, interest paid on any loans under this Policy will not be tax
deductible. The nondeductibility of interest includes interest paid or accrued
on indebtedness with respect to one or more life insurance policies owned by a
taxpayer covering any individual who is or has been an officer or employee of,
or financially interested in, any trade or business carried on by the taxpayer.
A limited exception to this rule exists for certain interest paid in connection
with certain "key person" insurance. In the case of interest paid in connection
with a loan with respect to a Policy covering the life of any key person,
interest is deductible only to the extent that the aggregate amount of loans
under one or more life insurance policies does not exceed $50,000. Further, even
as to such loans up to $50,000, interest would not be deductible if the Policy
were deemed for Federal tax purposes to be a single premium life insurance
policy or, in certain circumstances, if the loans were treated as "systematic
borrowing" within the meaning of the tax law. A "key person" is an individual
who is either an officer or a twenty percent owner of the taxpayer. The maximum
number of individuals who can be treated as key persons may not
    
 
                                       31
<PAGE>   36
 
   
exceed the greater of (1) 5 individuals or (2) the lesser of 5 percent of the
total number of officers and employees of the taxpayer or 20 individuals. Owners
should consult a tax adviser regarding the deductibility of interest incurred in
connection with loans under this Policy.
    
 
   
     In addition, in the case of Policies issued to a non-natural taxpayer, or
held for the benefit of such an entity, a portion of the taxpayer's otherwise
deductible interest expenses may not be deductible as a result of ownership of a
policy even if no loans are taken under the policy. An exception to the latter
rule is provided for certain life Policies which cover the life of an individual
who is a 20-percent owner, or an officer, director, or employee of, a trade or
business. However, this exception is not applicable to Survivorship Policies,
other than where the Insureds are a 20-percent owner and his or her spouse.
Entities that are considering purchasing the Policy, or entities that will be
beneficiaries under a policy, should consult a tax adviser.
    
 
POLICIES WHICH ARE MECS
 
   
     CHARACTERIZATION OF A POLICY AS A MEC. In general, a Policy will be
considered a MEC for Federal income tax purposes if (1) the Policy is received
in exchange for a life insurance contract that was a MEC, or (2) the Policy is
entered into after June 21, 1988 and premiums are paid into the Policy more
rapidly than the rate defined by a "7-Pay Test." This test generally provides
that a Policy will fail this test (and thus be considered a MEC) if the
accumulated amount paid under the Policy at any time during the first 7 Policy
Years exceeds the cumulative sum of the net level premiums which would have been
paid to that time if the Policy provided for paid-up future benefits after the
payment of 7 level annual premiums. A material change of the Policy (as defined
in the tax law) will generally result in a reapplication of the 7-Pay Test. In
addition, any reduction in benefits during the 7-Pay period will affect the
application of this test.
    
 
   
     KILICO will monitor the Policies and will attempt to notify Owners on a
timely basis if a Policy is in jeopardy of becoming a MEC. The Owner may then
request that KILICO take whatever steps are available to avoid treating the
Policy as a MEC, if that is desired.
    
 
     TAX TREATMENT OF WITHDRAWALS, LOANS, ASSIGNMENTS AND PLEDGES UNDER MECS. If
the Policy is a MEC, withdrawals from the Policy will be treated first as
withdrawals of income and then as a recovery of premiums paid. Thus, withdrawals
will be includible in income to the extent the Cash Value exceeds the investment
in the contract. The amount of any Policy loan will be treated as a withdrawal
for tax purposes. In addition, the discussion of interest on loans and of lapses
while loans are outstanding under the caption "Policies Which Are Not MECs" also
applies to Policies which are MECs.
 
   
     If the Owner assigns or pledges any portion of the Cash Value (or agrees to
assign or pledge any portion), such portion will be treated as a withdrawal for
tax purposes. The Owner's investment in the contract is increased by the amount
includible in income with respect to any assignment, pledge, or loan, though it
is not affected by any other aspect of the assignment, pledge, or loan
(including its release or repayment). Before assigning, pledging, or requesting
a loan under a Policy treated as a MEC, an Owner should consult a qualified tax
adviser.
    
 
   
     PENALTY TAX. Generally, proceeds of a surrender or a withdrawal (or the
amount of any deemed withdrawal) from a MEC are subject to a penalty tax equal
to 10% of the portion of the proceeds that is includible in income, unless the
surrender or withdrawal is made (1) after the Owner attains age 59 1/2 (2)
because the Owner has become disabled (as defined in the tax law), or (3) as
substantially equal periodic payments over the life or life expectancy of the
Owner (or the joint lives or life expectancies of the Owner and his or her
beneficiary, as defined in the tax law).
    
 
     AGGREGATION OF POLICIES. All life insurance contracts which are treated as
MECs and which are purchased by the same person from KILICO or any of its
affiliates within the same calendar year will be aggregated and treated as one
contract for purpose of determining the tax on withdrawals (including deemed
withdrawals). The effects of such aggregation are not clear; however, it could
affect the amount of a withdrawal (or a deemed withdrawal) that is taxable and
the amount which might be subject to the 10% penalty tax described above.
 
   
     SURVIVORSHIP POLICIES. Although KILICO believes that the Policy, when
issued as a Survivorship Policy, complies with Section 7702 of the Code, the
manner in which Section 7702 should be applied to Survivorship Policies is not
directly addressed by Section 7702. In the absence of final regulations or other
guidance issued under Section 7702 regarding this form of Policy, there is
necessarily some uncertainty whether a Survivorship Policy will meet the Section
7702 definition of a life insurance contract. Prospective owners considering the
purchase of the Policy as a Survivorship Policy should consult a qualified tax
adviser.
    
 
   
     Where the Owner of the Policy is the last surviving Insured, the Death
Benefit will generally be includible in the Owner's estate on his or her death
for purposes of the Federal estate tax. If the Owner dies and was not the last
surviving Insured, the fair market value of the Policy would be included in the
Owner's estate. In general, no
    
 
                                       32
<PAGE>   37
 
part of the Policy's value would be includible in the last surviving Insured's
estate if he or she neither retained incidents of ownership at death nor had
given up ownership within three years before death.
 
     TREATMENT OF MATURITY BENEFITS AND EXTENSION OF MATURITY DATE. At the
Maturity Date, the Surrender Value will be paid to the Owner. This payment will
be taxable in the same manner as a Surrender of the Policy. If the Owner elects
to add at the time of purchase a rider to extend the Maturity Date, it is
possible that the IRS could treat the Owner as being in constructive receipt of
the Cash Value when the Insured reaches age 100. If this were the case, an
amount equal to the excess of the Cash Value over the investment in the contract
could be includible in the Owner's income at that time.
 
   
     ACTIONS TO ENSURE COMPLIANCE WITH THE TAX LAW. KILICO reserves the right to
refund premiums which exceed those permitted by the Federal tax definition of
life insurance. KILICO also reserves the right to increase the Death Benefit
(which may result in larger charges under a Policy) or to take any other action
deemed necessary to ensure the compliance of the Policy with the Federal tax
definition of life insurance.
    
 
   
     OTHER CONSIDERATIONS. Changing the Owner, exchanging the Policy, changing
from one Death Benefit option to another, and other changes under the Policy may
have tax consequences (other than those discussed herein) depending on the
circumstances of such change or withdrawal. 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 Owner or Beneficiary.
    
 
FEDERAL INCOME TAX WITHHOLDING
 
     KILICO will withhold and remit to the Federal government a part of the
taxable portion of withdrawals made under a Policy unless the Owner notifies
KILICO in writing at or before the time of the withdrawal that he or she elects
not to have any amounts withheld. Regardless of whether the Owner requests that
no taxes be withheld or whether KILICO withholds a sufficient amount of taxes,
the Owner will be responsible for the payment of any taxes and early
distribution penalties that may be due on the amounts received. The Owner may
also be required to pay penalties under the estimated tax rules, if the Owner's
withholding and estimated tax payments are insufficient to satisfy the Owner's
total tax liability.
 
                              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.
    
 
                                       33
<PAGE>   38
 
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
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 1 of
each year covering the operations and reporting on the financial condition of
KILICO as of December 31 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.
 
                        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>
           NAME AND AGE
       POSITION WITH KILICO
         YEAR OF ELECTION              OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
       --------------------            -----------------------------------------------------
<S>                                 <C>
John B. Scott (53)                  Chief Executive Officer, President and Director of Federal
Chief Executive Officer since       Kemper Life Assurance Company (FKLA) and Fidelity Life
February 1992. President since      Association (FLA) since 1988. Chief Executive Officer,
November 1993. Director since       President and Director of Zurich Life Insurance Company of
1992.                               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 (Kemper) 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 (50)                 Executive Vice President of FKLA and FLA since 1995.
Executive Vice President since      Executive Vice President of ZLICA and ZD since March 1996.
1995.                               Director of FLA since December 1997. Director of ZD from
                                    March 1996 to March 1997. 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.
</TABLE>
 
                                       34
<PAGE>   39
 
   
<TABLE>
<CAPTION>
           NAME AND AGE
       POSITION WITH KILICO
         YEAR OF ELECTION              OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
       --------------------            -----------------------------------------------------
<S>                                 <C>
Frederick L. Blackmon (46)          Senior Vice President and Chief Financial Officer of FKLA
Senior Vice President and Chief     since December 1995. Senior Vice President and Chief
Financial Officer since December    Financial Officer of FLA since January 1996. Senior Vice
1995.                               President and Chief Financial Officer of ZLICA since March
                                    1996. Senior Vice President and Chief Financial Officer of
                                    ZD since March 1996. Director of ZD from March 1996 to March
                                    1997. Treasurer and Chief Financial Officer of Kemper since
                                    January 1996. Chief Financial Officer of Alexander Hamilton
                                    Life Insurance Company from April 1989 to November 1995.
James C. Harkensee (39)             Senior Vice President of FKLA and FLA since January 1996.
Senior Vice President since         Senior Vice President of ZLICA since 1995. Senior Vice
January 1996.                       President of ZD since 1995. Director of ZD from April 1993
                                    to March 1997. 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 (42)               Senior Vice President and Chief Actuary of FKLA since
Senior Vice President and Chief     December 1995. Senior Vice President and Chief Actuary of
Actuary since December 1995.        FLA since January 1996. Senior Vice President and Chief
                                    Actuary of ZLICA since March 1996. Senior Vice President and
                                    Chief Actuary of ZD since March 1996. Director of FLA since
                                    June 1997. Director of ZD from March 1996 to March 1997.
                                    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 (43)           Senior Vice President and Corporate Development Officer of
Senior Vice President and           FKLA and FLA since January 1996. Senior Vice President and
Corporate Development Officer       Corporate Development Officer for ZLICA and ZD since March
since January 1996.                 1996. Senior Vice President of Human Resources of
                                    Zurich-American Insurance Group from February 1992 to March
                                    1996.
Debra P. Rezabek (42)               Senior Vice President of FKLA and FLA since March 1996.
Senior Vice President since 1996.   Corporate Secretary of FKLA and FLA since January 1996. Vice
General Counsel since 1992.         President of KILICO, FKLA and FLA since 1995. General
Corporate Secretary since January   Counsel and Director of Government Affairs of FKLA and FLA
1996.                               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 and Corporate
                                    Secretary of ZD since March 1996. Director of ZD from March
                                    1996 to March 1997. 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 Kemper since January
                                    1996.
Kenneth M. Sapp (52)                Senior Vice President of FKLA, FLA and ZLICA since January
Senior Vice President since         1998. Vice President--Aetna Life Brokerage of Aetna Life &
January 1998.                       Annuity Company from February 1992 to January 1998.
George Vlaisavljevich (55)          Senior Vice President of FKLA, FLA and ZLICA since October
Senior Vice President since         1996. Senior Vice President of ZD since March 1997. Director
October 1996.                       of IBS and IBSIA since October 1996. Executive Vice
                                    President of The Copeland Companies from April 1983 to
                                    September 1996.
Loren J. Alter (59)                 Director of FKLA, FLA and Scudder Kemper Investments, Inc.
Director since January 1996.        (SKI) 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
                                    Kemper since January 1996.
</TABLE>
    
 
                                       35
<PAGE>   40
 
<TABLE>
<CAPTION>
           NAME AND AGE
       POSITION WITH KILICO
         YEAR OF ELECTION              OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
       --------------------            -----------------------------------------------------
<S>                                 <C>
William H. Bolinder (54)            Chairman of the Board and Director of FKLA and FLA since
Chairman of the Board and Director  January 1996. Chairman of the Board of ZLICA and ZD since
since January 1996.                 March 1995. Chairman of the Board and Director of Kemper
                                    since January 1996. Vice Chairman and Director of SKI 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 (51)                Director of FKLA and ZLICA since May 1997. Director of FLA
Director since May 1997.            since June 1997. Executive Vice President, Corporate
                                    Secretary and General Counsel of Zurich-American Insurance
                                    Group since August 1985. Vice President, General Council and
                                    Secretary of Kemper since January 1996.
Markus Rohrbasser (43)              Director of FKLA, FLA and ZLICA since May 1997. Chief
Director since May 1997.            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>
 
                                 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. Jorden Burt Boros Cicchetti
Berenson & Johnson, LLP, 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.
 
                              YEAR 2000 COMPLIANCE
 
     Many existing computer programs were originally designed without
considering the impact of the year 2000 and currently use only two digits to
identify the year in the date field. This issue affects nearly all companies and
organizations and could cause computer applications and systems to fail or
create erroneous results to occur for any transaction with a date of January 1,
2000, or later.
 
     Many companies must undertake major projects to address the year 2000 issue
and each company's costs and uncertainties will depend on a number of factors,
including its software and hardware, and the nature of the industry. Companies
must also coordinate with other entities with which they electronically
interact, including suppliers, customers, creditors and other financial services
institutions.
 
     If a company does not successfully address its year 2000 issues it could
face material adverse consequences in the form of lawsuits against the company,
lost business, erroneous results and substantial operating problems after
January 1, 2000.
 
     KILICO has taken substantial steps over the last several years to ensure
that its systems will be compliant for the year 2000. Such steps have included
the replacement of older systems with new systems that are already compliant. In
1996, KILICO replaced its investment accounting system and in 1997 KILICO
replaced its general ledger and accounts payable system. KILICO has also ensured
that new systems developed to support new
 
                                       36
<PAGE>   41
 
product introductions in 1996 and 1997 are already year 2000 compliant. Data
processing expenses related solely to bringing KILICO's systems in compliance
with the year 2000 amounted to $88 thousand in 1997 and KILICO anticipates that
it will cost an additional $895 thousand to bring all remaining systems into
compliance. KILICO has also undertaken steps which require that all other
entities with which KILICO electronically interacts, including suppliers and
other financial services institutions, attest in writing to KILICO that their
systems are year 2000 compliant.
 
                                    EXPERTS
 
   
     The consolidated balance sheet of KILICO as of December 31, 1997 and the
related consolidated statements of operations, stockholder's equity, and cash
flows for the year ended December 31, 1997 have been included herein and in the
registration statement in reliance upon the report of PricewaterhouseCoopers,
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing. The
consolidated balance sheet of KILICO as of December 31, 1996 and the related
consolidated statements of operations, stockholder's equity, and cash flows for
the period from January 4, 1996 to December 31, 1996 and for the year 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 referred to above 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 period
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. As of
December 31, 1997, the end of KILICO's most recent fiscal year, the Separate
Account had not yet commenced operations, had no assets or liabilities, and had
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.
 
                             CHANGE OF ACCOUNTANTS
 
   
     On September 12, 1997, KILICO appointed the accounting firm of
PricewaterhouseCoopers, LLP (on July 1, 1998, Coopers & Lybrand L.L.P. merged
with Price Waterhouse LLP to form PricewaterhouseCoopers, LLP) as independent
accountants for the year ended December 31, 1997 to replace KPMG Peat Marwick
LLP effective with such appointment. KILICO's Board of Directors approved the
selection of PricewaterhouseCoopers, LLP as the new independent accountants.
Management had not consulted with PricewaterhouseCoopers, LLP on any accounting,
auditing or reporting matter, prior to that time.
    
 
     During the two most recent fiscal years ended December 31, 1996, there have
been no disagreements with KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure or any reportable events. KPMG Peat Marwick LLP's report on the
financial statements for the past two years contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
 
   
     There were no disagreements with PricwaterhouseCoopers, LLP on accounting
or financial disclosures for the year ended December 31, 1997.
    
 
                                       37
<PAGE>   42
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
   
The Board of Directors and Stockholder
    
Kemper Investors Life Insurance Company:
 
     We have audited the accompanying consolidated balance sheet of Kemper
Investors Life Insurance Company and subsidiaries as of December 31, 1997, and
the related consolidated statements of operations, stockholder's equity, and
cash flows for the year then ended. 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 audit. The
financial statements of Kemper Investors Life Insurance Company and subsidiaries
for the period from January 4, 1996 to December 31, 1996 (post-acquisition
basis) and for the year ended December 31, 1995 (pre-acquisition basis), were
audited by other auditors, whose unqualified report, dated March 21, 1997,
included an explanatory paragraph that described the acquisition of Kemper
Investors Life Insurance Company as discussed in Note 1 to the financial
statements.
 
     We conducted our audit 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 audit provides a reasonable basis for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Kemper Investors Life Insurance Company and subsidiaries as of December 31,
1997, and the results of their operations and their cash flows for the year then
ended in conformity with generally accepted accounting principles.
 
   
                                       /s/ PRICEWATERHOUSECOOPERS LLP
    
 
                                       -----------------------------------------
                                       Coopers & Lybrand L.L.P.
 
Chicago, Illinois
March 18, 1998
 
                                       38
<PAGE>   43
 
   
REPORT OF INDEPENDENT AUDITORS
    
 
The Board of Directors and Stockholder
Kemper Investors Life Insurance Company:
 
     We have audited the accompanying consolidated balance sheet of Kemper
Investors Life Insurance Company and subsidiaries as of December 31, 1996 and
the related consolidated statements of operations, stockholder's equity, and
cash flows for the period from January 4, 1996 to December 31, 1996
(post-acquisition), and for the year 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 the results of their operations and their cash flows for the
post-acquisition period, in conformity with generally accepted accounting
principles. Also, in our opinion, the aforementioned pre-acquisition
consolidated financial statements present fairly, in all material respects, the
results of their operations and their cash flows for the pre-acquisition period,
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 Corporation, the parent 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
 
                                       39
<PAGE>   44
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)
 
<TABLE>
<CAPTION>
                                                              DECEMBER 31   DECEMBER 31
                                                                 1997          1996
                                                              -----------   -----------
<S>                                                           <C>           <C>
ASSETS
Fixed maturities, available for sale, at fair value
  (amortized cost: December 31, 1997, $3,644,075; December
  31, 1996, $3,929,650).....................................  $3,668,643    $3,866,431
Short-term investments......................................     236,057        71,696
Joint venture mortgage loans................................      72,663       110,971
Third-party mortgage loans..................................     102,974       106,585
Other real estate-related investments.......................      44,409        50,157
Policy loans................................................     282,439       288,302
Equity securities...........................................      24,839         9,910
Other invested assets.......................................      20,820        13,597
                                                              -----------   ----------
          Total investments.................................   4,452,844     4,517,649
Cash........................................................      23,868         2,776
Accrued investment income...................................     117,789       115,199
Goodwill....................................................     229,393       244,688
Value of business acquired..................................     138,482       189,639
Deferred insurance acquisition costs........................      59,459        26,811
Deferred income taxes.......................................      39,993            --
Reinsurance recoverable.....................................     382,609       427,165
Receivable on sales of securities...........................      20,076        32,569
Other assets and receivables................................       3,187        34,117
Assets held in separate accounts............................   5,121,950     2,127,247
                                                              -----------   ----------
          Total assets......................................  $10,589,650   $7,717,860
                                                              ===========   ==========
LIABILITIES
Future policy benefits......................................  $3,856,871    $4,256,521
Ceded future policy benefits................................     382,609       427,165
Benefits and funds payable..................................     150,524        36,142
Other accounts payable and liabilities......................     212,133        59,462
Deferred income taxes.......................................          --        60,362
Liabilities related to separate accounts....................   5,121,950     2,127,247
                                                              -----------   ----------
          Total liabilities.................................   9,724,087     6,966,899
                                                              -----------   ----------
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..................................     806,538       761,538
Unrealized gain (loss) on investments.......................      12,637       (47,498)
Retained earnings...........................................      43,888        34,421
                                                              -----------   ----------
          Total stockholder's equity........................     865,563       750,961
                                                              -----------   ----------
          Total liabilities and stockholder's equity........  $10,589,650   $7,717,860
                                                              ===========   ==========
</TABLE>
 
See accompanying notes to consolidated financial statements.
 
                                       40
<PAGE>   45
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                             --------------------------------------
                                                                                     PREACQUISITION
                                                                                     --------------
                                                               1997         1996          1995
                                                               ----         ----          ----
<S>                                                          <C>          <C>        <C>
REVENUE
Net investment income......................................  $296,195     $299,688     $ 348,448
Realized investment gains (losses).........................    10,546       13,602      (318,700)
Premium income.............................................    22,239        7,822           236
Separate account fees and charges..........................    85,413       25,309        21,909
Other income...............................................    11,087        9,786        16,192
                                                             --------     --------     ---------
          Total revenue....................................   425,480      356,207        68,085
                                                             --------     --------     ---------
BENEFITS AND EXPENSES
Interest credited to policyholders.........................   199,782      223,094       237,984
Claims incurred and other policyholder benefits............    28,372       14,255         7,631
Taxes, licenses and fees...................................    52,608        2,173         6,912
Commissions................................................    32,602       25,962        24,881
Operating expenses.........................................    36,837       24,678        20,837
Deferral of insurance acquisition costs....................   (38,177)     (27,820)      (36,870)
Amortization of insurance acquisition costs................     3,204        2,316        14,423
Amortization of value of business acquired.................    24,948       21,530       --
Amortization of goodwill...................................    15,295       10,195       --
                                                             --------     --------     ---------
          Total benefits and expenses......................   355,471      296,383       275,798
                                                             --------     --------     ---------
Income (loss) before income tax expense (benefit)..........    70,009       59,824      (207,713)
Income tax expense (benefit)...............................    31,292       25,403       (74,664)
                                                             --------     --------     ---------
          Net income (loss)................................  $ 38,717     $ 34,421     $(133,049)
                                                             ========     ========     =========
</TABLE>
 
See accompanying notes to consolidated financial statements.
 
                                       41
<PAGE>   46
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                 (in thousands)
 
<TABLE>
<CAPTION>
                                                                                         PREACQUISITION
                                                                                         --------------
                                                DECEMBER 31   DECEMBER 31   JANUARY 4     DECEMBER 31
                                                   1997          1996         1996            1995
                                                -----------   -----------   ---------     -----------
<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......................................    761,538       743,104      491,994         491,994
Capital contributions from parent.............     45,000        18,434        --            --
Adjustment to reflect purchase accounting
  method......................................     --            --          251,110         --
                                                 --------      --------     --------       ---------
          End of period.......................    806,538       761,538      743,104         491,994
                                                 --------      --------     --------       ---------
 
UNREALIZED GAIN (LOSS) ON INVESTMENTS,
  beginning of period.........................    (47,498)       --           68,502        (236,443)
Unrealized gain (loss) on revaluation of
  investments, net............................     60,135       (47,498)       --            304,945
Adjustment to reflect purchase accounting
  method......................................     --            --          (68,502)        --
                                                 --------      --------     --------       ---------
          End of period.......................     12,637       (47,498)       --             68,502
                                                 --------      --------     --------       ---------
 
RETAINED EARNINGS, beginning of period........     34,421        --           42,880         175,929
Net income (loss).............................     38,717        34,421        --           (133,049)
Dividends to parent...........................    (29,250)       --            --            --
Adjustment to reflect purchase accounting
  method......................................     --            --          (42,880)        --
                                                 --------      --------     --------       ---------
          End of period.......................     43,888        34,421        --             42,880
                                                 --------      --------     --------       ---------
 
          Total stockholder's equity..........   $865,563      $750,961     $745,604       $ 605,876
                                                 ========      ========     ========       =========
</TABLE>
 
See accompanying notes to consolidated financial statements.
 
                                       42
<PAGE>   47
 
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
 
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31
                                                         --------------------------------------------
                                                                                       PREACQUISITION
                                                                                       --------------
                                                           1997           1996              1995
                                                           ----           ----              ----
<S>                                                      <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)....................................  $  38,717     $    34,421       $(133,049)
  Reconcilement of net income (loss) to net cash
     provided:
     Realized investment losses (gains)................    (10,546)        (13,602)        318,700
     Interest credited and other charges...............    198,206         230,298         237,984
     Deferred insurance acquisition costs..............    (34,973)        (25,504)        (22,447)
     Amortization of value of business acquired........     24,948          21,530         --
     Amortization of goodwill..........................     15,295          10,195         --
     Amortization of discount and premium on
       investments.....................................     17,866          25,743           4,586
     Deferred income taxes.............................    (99,370)           (897)         38,423
     Net change in current Federal income taxes........     97,386         108,806         (86,990)
     Benefits and premium taxes due related to separate
       account bank-owned life insurance...............    180,546         --              --
     Other, net........................................     17,168         (22,283)        (29,905)
                                                         ---------     -----------       ---------
          Net cash provided from operating
            activities.................................    445,243         368,707         327,302
                                                         ---------     -----------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash from investments sold or matured:
     Fixed maturities held to maturity.................    229,208         264,383         320,143
     Fixed maturities sold prior to maturity...........    633,872         891,995         297,637
     Mortgage loans, policy loans and other invested
       assets..........................................    131,866         168,727         450,573
  Cost of investments purchased or loans originated:
     Fixed maturities..................................   (606,028)     (1,369,091)       (549,867)
     Mortgage loans, policy loans and other invested
       assets..........................................    (76,350)       (119,044)       (131,966)
  Short-term investments, net..........................   (164,361)        300,819        (168,351)
  Net change in receivable and payable for securities
     transactions......................................     29,746         (31,667)         (1,397)
  Net reductions in other assets.......................        244             115           1,996
                                                         ---------     -----------       ---------
          Net cash provided by investing activities....    178,197         106,237         218,768
                                                         ---------     -----------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Policyholder account balances:
     Deposits..........................................    145,687         141,159         247,778
     Withdrawals.......................................   (745,510)       (700,084)       (755,917)
  Capital contributions from parent....................     45,000          18,434         --
  Dividends to parent..................................    (29,250)        --              --
  Other................................................    (18,275)         42,512         (35,309)
                                                         ---------     -----------       ---------
          Net cash used in financing activities........   (602,348)       (497,979)       (543,448)
                                                         ---------     -----------       ---------
               Net increase (decrease) in cash.........     21,092         (23,035)          2,622
CASH, beginning of period..............................      2,776          25,811          23,189
                                                         ---------     -----------       ---------
CASH, end of period....................................  $  23,868     $     2,776       $  25,811
                                                         =========     ===========       =========
</TABLE>
 
See accompanying notes to consolidated financial statements.
 
                                       43
<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 that change in control, Zurich and Insurance Partners owned 80
percent and 20 percent, respectively, of Kemper and therefore the Company. On
February 27, 1998, Zurich acquired Insurance Partner's remaining 20 percent
interest for cash. As a result of this transaction, Kemper and the Company
became wholly-owned subsidiaries of Zurich.
 
     The financial statements include the accounts of the Company on a
consolidated basis. All significant intercompany balances and transactions have
been eliminated. Certain reclassifications have been made to the 1996 and 1995
consolidated financial statements in order for them to conform to the 1997
presentation.
 
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 years ended December 31, 1996 and 1997, 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 where appropriate 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 values as of the acquisition date. The difference
between the cost of acquiring the Company and the net fair values of the
Company's assets and liabilities as of the acquisition date has been recorded as
goodwill. 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 began to amortize goodwill during 1996 on a straight-line basis over
twenty-five years. In December of 1997, the Company changed its amortization
period to twenty years in order to conform to Zurich's accounting practices and
policies. As a result of the change in amortization periods, the Company
recorded an increase in goodwill amortization expense of $5.1 million during
1997.
 
     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,
1997, 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
 
                                       44
<PAGE>   49
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
 
     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, 2002 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 (actual).......................................   $190,222      $(31,427)       $9,897      $168,692
1997 (actual).......................................    168,692       (34,906)        9,958       143,744
1998................................................    143,744       (25,633)        8,933       127,044
1999................................................    127,044       (23,701)        7,873       111,216
2000................................................    111,216       (21,668)        6,876        96,424
2001................................................     96,424       (19,122)        5,973        83,275
2002................................................     83,275       (17,835)        5,134        70,574
</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, 1997 and 1996, this adjustment increased (decreased) the value of business
acquired by $(5.3) million and $20.9 million, respectively, and stockholder's
equity by approximately $(3.4) 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, variable life insurance and interest-sensitive life
insurance products consists of investment income, and policy charges such as
mortality, expense and surrender charges and expense loads for premium taxes on
certain contracts. 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.
 
                                       45
<PAGE>   50
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Deferred insurance acquisition costs
 
     The costs of acquiring new business, 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.
 
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 3.0 percent to 7.3 percent.
Future minimum guaranteed interest rates vary from 3.0 percent to 4.0 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 and equity securities 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 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; 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.
 
     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.
 
                                       46
<PAGE>   51
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     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 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 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 amounted to $108.8 million and $25.2 million, respectively.
The Company paid Federal income taxes of $29.0 million and $28.1 million
directly to the United States Treasury Department during 1997 and 1996,
respectively.
 
                                       47
<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, 1997
U.S. treasury securities and obligations of U.S.
  government agencies and authorities.................  $    6,258   $    6,298   $     4    $    (44)
Obligations of states and political subdivisions,
  special revenue and nonguaranteed...................      29,330       29,308       160        (138)
Debt securities issued by foreign governments.........      92,563       92,722       188        (347)
Corporate securities..................................   1,861,655    1,846,588    24,733      (9,666)
Mortgage and asset-backed securities..................   1,678,837    1,669,159    10,035        (357)
                                                        ----------   ----------   -------    --------
       Total fixed maturities.........................  $3,668,643   $3,644,075   $35,120    $(10,552)
                                                        ==========   ==========   =======    ========
 
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)
                                                        ==========   ==========   =======    ========
</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 $220.0 million real estate portfolio at December 31, 1997
consists of joint venture and third-party mortgage loans and other real
estate-related investments. At December 31, 1997 and 1996, total impaired real
estate-related loans were as follows:
 
<TABLE>
<CAPTION>
                                                                DECEMBER 31     DECEMBER 31
                                                                    1997            1996
                       (in millions)                            -----------     -----------
<S>                                                             <C>             <C>
Impaired loans without reserves--gross......................       $39.3           $39.8
Impaired loans with reserves--gross.........................         2.2             7.6
                                                                   -----           -----
       Total gross impaired loans...........................        41.5            47.4
Reserves related to impaired loans..........................        (2.1)           (4.4)
                                                                   -----           -----
       Net impaired loans...................................       $39.4           $43.0
                                                                   =====           =====
</TABLE>
 
                                       48
<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, 1997 and 1996, the
Company's deficit in equity investments considered in determining reserves and
write-downs amounted to $0 and $5.9 million, respectively. The Company had an
average balance of $45.2 million and $30.8 million in impaired loans for 1997
and 1996, respectively. Cash payments received on impaired loans are generally
applied to reduce the outstanding loan balance.
 
     At December 31, 1997 and December 31, 1996, loans on nonaccrual status,
before reserves and write-downs, amounted to $47.4 million and $43.5 million,
respectively. The Company's nonaccrual loans are generally included in impaired
loans.
 
     At December 31, 1997, securities carried at approximately $6.3 million were
on deposit with governmental agencies as required by law.
 
     Proceeds from sales of investments in fixed maturities prior to maturity
were $633.9 million, $892.0 million and $297.6 million during 1997, 1996 and
1995, respectively. Gross gains of $3.1 million, $9.9 million and $21.2 million
and gross losses of $13.7 million, $16.2 million and $11.9 million were realized
on sales and write-downs of fixed maturities in 1997, 1996 and 1995,
respectively.
 
     The carrying value and amortized cost of fixed maturity investments, by
contractual maturity at December 31, 1997, are shown below. Actual maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties and
because mortgage-backed and asset-backed securities provide for periodic
payments throughout their life.
 
<TABLE>
<CAPTION>
                                                                 CARRYING     AMORTIZED
                                                                  VALUE       COST VALUE
                       (in thousands)                            --------     ----------
<S>                                                             <C>           <C>
One year or less............................................    $   47,724    $   47,797
Over one year through five..................................       649,279       648,291
Over five years through ten.................................       988,849       984,495
Over ten years..............................................       303,954       294,333
Securities not due at a single maturity date, primarily
  mortgage and asset-backed securities(1)...................     1,678,837     1,669,159
                                                                ----------    ----------
       Total fixed maturities...............................    $3,668,643    $3,644,075
                                                                ==========    ==========
</TABLE>
 
- ---------------
(1) Weighted average maturity of 3.8 years.
 
     The sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
                                                                                             PREACQUISITION
                                                                                             --------------
                                                                 1997           1996              1995
                      (in thousands)                           --------       --------       --------------
<S>                                                            <C>            <C>            <C>
Interest and dividends on fixed maturities.................    $250,170       $250,683          $269,934
Dividends on equity securities.............................       2,123            646               681
Income from short-term investments.........................       4,128          9,130            13,159
Income from mortgage loans.................................      16,283         20,257            40,494
Income from policy loans...................................      20,549         20,700            19,658
Income from other real estate-related investments..........       6,631          4,917            15,565
Income from other loans and investments....................       2,045          2,480             1,555
                                                               --------       --------          --------
       Total investment income.............................     301,929        308,813           361,046
Investment expense.........................................      (5,734)        (9,125)          (12,598)
                                                               --------       --------          --------
       Net investment income...............................    $296,195       $299,688          $348,448
                                                               ========       ========          ========
</TABLE>
 
                                       49
<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, 1997, 1996 and
1995, were as follows:
 
<TABLE>
<CAPTION>
                                                                           REALIZED GAINS (LOSSES)
                                                               -----------------------------------------------
                                                                                                PREACQUISITION
                                                                                                --------------
                                                                 1997            1996                1995
                      (in thousands)                           --------         -------         --------------
<S>                                                            <C>              <C>             <C>
Real estate-related........................................    $ 19,758         $17,462           $(325,611)
Fixed maturities...........................................     (10,656)         (6,344)              9,336
Equity securities..........................................         914           --                   (346)
Other......................................................         530           2,484              (2,079)
                                                               --------         -------           ---------
  Realized investment gains (losses) before income tax
     expense (benefit).....................................      10,546          13,602            (318,700)
Income tax expense (benefit)...............................       3,691           4,761            (111,545)
                                                               --------         -------           ---------
  Net realized investment gains (losses)...................    $  6,855         $ 8,841           $(207,155)
                                                               ========         =======           =========
</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, 1997,
1996 and 1995 were as follows:
 
<TABLE>
<CAPTION>
                                                                  CHANGE IN UNREALIZED GAINS (LOSSES)
                                                       ---------------------------------------------------------
                                                                                                  PREACQUISITION
                                                                                                  --------------
                                                       DECEMBER 31    DECEMBER 31    JANUARY 4     DECEMBER 31
                                                           1997           1996          1996           1995
                   (in thousands)                      ------------   ------------   ----------   --------------
<S>                                                    <C>            <C>            <C>          <C>
Fixed maturities.....................................    $ 87,787       $(63,219)        $           $351,964
Equity and other securities..........................        (103)         1,256         --               180
Adjustment to deferred insurance acquisition costs...      (2,325)         1,307         --           (14,277)
Adjustment to value of business acquired.............     (26,209)        20,947         --           --
                                                         --------       --------         --          --------
  Unrealized gain (loss) before income tax expense...      59,150        (39,709)        --           337,867
Income tax expense (benefit).........................        (985)         7,789         --            32,922
                                                         --------       --------         --          --------
       Net unrealized gain (loss) on investments.....    $ 60,135       $(47,498)        $--         $304,945
                                                         ========       ========         ==          ========
</TABLE>
 
(4) UNCONSOLIDATED INVESTEES
 
     At December 31, 1997 and 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, 1997 and December 31, 1996, the Company's net equity
investment in unconsolidated investees amounted to $19.3 million and $11.7
million, respectively. The Company's share of net income related to such
unconsolidated investees amounted to $835 thousand and $223 thousand in 1997 and
1996, respectively, and a net loss of $453 thousand in 1995.
 
(5) CONCENTRATION OF CREDIT RISK
 
     The Company generally strives to maintain a diversified invested asset
portfolio; however, certain concentrations of credit risk exist in mortgage and
asset-backed securities and real estate.
 
     Approximately 35.1 percent of the Company's investment-grade fixed
maturities at December 31, 1997 were mortgage-backed securities, down from 36.4
percent at December 31, 1996, due to sales and paydowns during
 
                                       50
<PAGE>   55
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(5) CONCENTRATION OF CREDIT RISK (CONTINUED)
1997. These investments consist 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 AAA credit
quality.
 
     Approximately 10.8 percent and 8.8 percent of the Company's
investment-grade fixed maturities at December 31, 1997 and 1996, respectively,
consisted of corporate asset-backed securities. The majority of the Company's
investments in asset-backed securities were backed by home equity loans (27.7%),
auto loans (22.3%), manufactured housing loans (17.2%), equipment loans (13.7%),
and commercial mortgage backed securities (10.7%).
 
     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, 1997
 
<TABLE>
<S>                                <C>
California.......................   38.2%
Hawaii...........................   14.2
Colorado.........................    9.8
Oregon...........................    9.2
Washington.......................    9.1
Florida..........................    6.4
Texas............................    5.1
Michigan.........................    3.7
Ohio.............................    3.3
Illinois.........................    1.0
                                   -----
          Total..................  100.0%
                                   =====
</TABLE>
 
DISTRIBUTION BY PROPERTY TYPE AS OF DECEMBER 31, 1997
 
<TABLE>
<S>                                <C>
Hotel............................   41.3%
Land.............................   28.2
Residential......................   13.1
Retail...........................    3.3
Office...........................    3.1
Industrial.......................     .9
Other............................   10.1
                                   -----
          Total..................  100.0%
                                   =====
</TABLE>
 
     Undeveloped land represented approximately 28.2 percent of the Company's
real estate portfolio at December 31, 1997. 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 mortgage 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, 1997, loans to and investments in joint ventures in which
Patrick M. Nesbitt or his affiliates ("Nesbitt"), a third-party real estate
developer, have ownership interests constituted approximately $88.2 million, or
40.1 percent, of the Company's real estate portfolio. The Nesbitt ventures
consist of nine hotel properties and two office buildings. At December 31, 1997,
the Company did not have any Nesbitt-related off-balance-sheet legal funding
commitments outstanding.
 
     At December 31, 1997, loans to a master limited partnership (the "MLP")
between subsidiaries of Kemper and subsidiaries of Lumbermens Mutual Casualty
Company ("Lumbermens"), a former affiliate, constituted approximately $60.5
million, or 27.5 percent, of the Company's real estate portfolio. Kemper's
interest is
 
                                       51
<PAGE>   56
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
75 percent at December 31, 1997. At December 31, 1997, MLP-related commitments
accounted for approximately $7.4 million of the Company's off-balance-sheet
legal commitments, which the Company expects to fund.
 
     At December 31, 1997, the Company no longer had any outstanding loans or
investments in projects with the Prime Group, Inc. or its affiliates, as all
such investments have been sold or written-down to zero. However, the Company
continues to have Prime Group-related commitments, which accounted for $25.7
million of the Company's off-balance-sheet legal commitments at December 31,
1997. The Company does not expect to fund any of these commitments.
 
(6) INCOME TAXES
 
     Income tax expense (benefit) was as follows for the years ended December
31, 1997, 1996 and 1995:
 
<TABLE>
<CAPTION>
                                                                                    PREACQUISITION
                                                                                    --------------
                                                           1997         1996             1995
                    (in thousands)                       --------      -------      --------------
<S>                                                      <C>           <C>          <C>
Current................................................  $130,662      $26,300        $(113,087)
Deferred...............................................   (99,370)        (897)          38,423
                                                         --------      -------        ---------
          Total........................................  $ 31,292      $25,403        $ (74,664)
                                                         ========      =======        =========
</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 each filed 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.
 
     The actual income tax expense (benefit) for 1997, 1996 and 1995 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 1997, 1996, and 1995 to income (loss) before
income tax expense (benefit).
 
<TABLE>
<CAPTION>
                                                                                    PREACQUISITION
                                                                                    --------------
                                                           1997         1996             1995
                     (in thousands)                       -------      -------      --------------
<S>                                                       <C>          <C>          <C>
Computed expected tax expense (benefit).................  $24,503      $20,938         $(72,700)
Difference between "expected" and actual tax expense
  (benefit):
  State taxes...........................................    1,801          913           (1,370)
  Amortization of goodwill..............................    5,353        3,568          --
  Foreign tax credit....................................     (278)       --                (183)
  Other, net............................................      (87)         (16)            (411)
                                                          -------      -------         --------
          Total actual tax expense (benefit)............  $31,292      $25,403         $(74,664)
                                                          =======      =======         ========
</TABLE>
 
     Deferred tax assets and liabilities are generally determined based on the
difference between the financial statement and tax basis 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 valuation allowance is subject to future adjustments based upon, among other
items, the Company's estimates of future operating earnings and capital gains.
 
     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.
 
                                       52
<PAGE>   57
            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 asset or liability were as
follows:
 
<TABLE>
<CAPTION>
                                                              DECEMBER 31    DECEMBER 31     JANUARY 4
                                                                 1997            1996          1996
                       (in thousands)                         -----------    -----------     ---------
<S>                                                           <C>            <C>             <C>
Deferred Federal tax assets:
  Deferred insurance acquisition costs......................   $ 75,522        $  4,520      $  --
  Unrealized losses on investments..........................     --              16,624         --
  Life policy reserves......................................     43,337          46,452        46,654
  Unearned revenue..........................................     37,243          --             --
  Real estate-related.......................................     13,400          20,642        27,736
  Other investment-related..................................      3,298           5,409         1,773
  Other.....................................................      4,371           3,639         9,750
                                                               --------        --------      --------
     Total deferred Federal tax assets......................    177,171          97,286        85,913
  Valuation allowance.......................................    (15,201)        (31,825)      (15,201)
                                                               --------        --------      --------
     Total deferred Federal tax assets after valuation
       allowance............................................    161,970          65,461        70,712
                                                               --------        --------      --------
Deferred Federal tax liabilities:
  Value of business acquired................................     48,469          66,373        66,578
  Deferred insurance acquisition costs......................     20,811           9,384         --
  Depreciation and amortization.............................     20,201          15,473        15,490
  Other investment-related..................................     18,774          28,855        37,919
  Unrealized gains on investments...........................      9,002          --             --
  Other.....................................................      4,720           5,738         4,197
                                                               --------        --------      --------
     Total deferred Federal tax liabilities.................    121,977         125,823       124,184
                                                               --------        --------      --------
Net deferred Federal tax assets (liabilities)...............   $ 39,993        $(60,362)     $(53,472)
                                                               ========        ========      ========
</TABLE>
 
     The net deferred tax assets relate primarily to unearned revenue and the
tax on deferred insurance acquisition costs ("DAC Tax") associated with $2.7
billion of new 1997 sales from a non-registered individual and group variable
bank-owned life insurance contract ("BOLI"). As a result of proposed tax law
changes, as more fully discussed below, the level of DAC Tax experienced in 1997
is not anticipated to occur in future periods and it is expected that the
Company will return to its normalized earnings patterns in 1998. Management
believes that it is more likely, than not, that the results of future operations
will generate sufficient taxable income over the ten year amortization period of
the unearned revenue and DAC Tax to realize such deferred tax assets.
 
     In early 1998, the Clinton Administration's Fiscal Year 1998 Budget
("Budget") was released and contained certain proposals to change the taxation
of non-qualified fixed and variable annuities and variable life insurance
contracts, including BOLI. It is currently unknown whether or not such proposals
will be accepted, amended or omitted in the final 1999 Budget approved by
Congress. If the current Budget proposals are accepted, certain of the Company's
non-qualified fixed and variable annuities and certain of its variable life
insurance products, including BOLI and the non-registered individual variable
universal life insurance contracts introduced during 1997, may no longer be tax
advantaged products and therefore no longer attractive to those customers who
purchase them because of their favorable tax attributes. Additionally, sales of
such products during 1998 may also be negatively impacted until the likelihood
of the current proposals being enacted into law has been determined.
 
     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 $45.0 million and $18.4
million during 1997 and 1996, respectively. The Company paid cash dividends of
$29.3 million to Kemper during 1997.
 
     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, 1997 and December 31, 1996,
 
                                       53
<PAGE>   58
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(7) RELATED-PARTY TRANSACTIONS (CONTINUED)
joint venture mortgage loans totaled $72.7 million and $111.0 million,
respectively, and during 1997, 1996 and 1995, the Company earned interest income
on these joint venture loans of $7.5 million, $9.5 million and $19.6 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 Scudder Kemper Investments, Inc. ("SKI"), formerly Zurich
Kemper Investments, Inc., an affiliated company, and the information systems of
Kemper Service Company ("KSvC"), an SKI subsidiary, based on the Company's share
of administrative, legal, marketing, investment management, information systems
and operation and support services. During 1997, 1996 and 1995, expenses
allocated to the Company from SKI and KSvC amounted to $114 thousand, $1.7
million and $4.4 million, respectively. The Company also paid to SKI investment
management fees of $3.5 million, $3.6 million and $3.4 million during 1997, 1996
and 1995, respectively. In addition, expenses allocated to the Company from FKLA
during 1997, 1996 and 1995 amounted to $30.0 million, $10.5 million and $14.3
million, respectively.
 
     During 1995, the Company sold certain mortgages and real estate-related
investments, net of reserves, amounting to approximately $3.5 million 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 an affiliated non-life
realty subsidiary for cash. The Company also paid to Kemper real estate
subsidiaries $2.2 million, $1.8 million and $1.8 million in 1997, 1996 and 1995,
respectively, 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 Fidelity Life Association, a Mutual
Legal Reserve Company ("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, 1997 and 1996, the reinsurance recoverable related to the
fixed-rate annuity liabilities ceded to FLA amounted to $382.6 million and
$427.2 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. Premiums assumed during 1997 under the
terms of the treaty amounted to $21.1 million and the face amount which remained
outstanding at December 31, 1997 amounted to $12.6 billion.
 
     The Company's retention limit on term life insurance prior to 1997 was $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. Effective January 1, 1997, the Company ceded 90 percent of all new
term life insurance premiums to outside reinsurers. Term life reserves ceded to
outside reinsurers on the Company's direct business amounted to approximately
$139 thousand and $102 thousand as of December 31, 1997 and 1996, respectively.
 
     During December 1997, the Company entered into a funds held reinsurance
agreement with a Zurich affiliated company, EPICENTRE Reinsurance (Bermuda)
Limited ("EPICENTRE"). Under the terms of this
 
                                       54
<PAGE>   59
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
agreement, the Company ceded, on a yearly renewable term basis, ninety percent
of the net amount at risk (death benefit payable to the insured less the
insured's separate account cash surrender value) related to a new product
developed in 1997, a non-registered variable bank-owned life insurance contract
("BOLI"), which is held in the Company's separate accounts. During 1997, the
Company issued $59.3 billion (face amount) of new BOLI business and ceded $51.1
billion (face amount) to EPICENTRE under the terms of the treaty. During 1997,
the Company also ceded $24.3 million of separate account fees (cost of insurance
charges) to EPICENTRE. The Company has also withheld approximately $23.4 million
of such funds due to EPICENTRE under the terms of the reinsurance agreement as a
component of benefits and funds payable in the accompanying consolidated balance
sheet as of December 31, 1997.
 
(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 $1.9 million and $1.7 million at December 31, 1997 and 1996,
respectively.
 
     The discount rate used in determining the allocated postretirement benefit
obligation was 7.25 percent and 7.75 percent for 1997 and 1996, respectively.
The assumed health care trend rate used was based on projected experience for
1997 and 1998, 8 percent in 1999, gradually declining to 5.0 percent by the year
2002 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, 1997 and 1996 by $242 thousand and $191 thousand,
respectively.
 
     The Company also provides certain severance-related policies to provide
benefits, generally limited in time, to former or inactive employees after
employment but before retirement.
 
(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 neither 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.
 
                                       55
<PAGE>   60
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(10) COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
     The Company is liable for guaranty fund assessments related to certain
unaffiliated insurance companies that have become insolvent during the years
1997 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, 1997.
 
(11) FINANCIAL INSTRUMENTS--OFF-BALANCE-SHEET RISK
 
     At December 31, 1997, the Company had future legal loan commitments and
stand-by financing agreements totaling $75.3 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 $21.2
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.
 
(12) 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 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, SKI.
 
     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 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.
 
                                       56
<PAGE>   61
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(12) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
     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 maturities consistent with those
remaining for the contracts being valued. The Company had projected its future
average crediting rate in 1997 and 1996 to be 5.25 percent and 4.75 percent,
respectively, while the assumed average market crediting rate was 6.0 percent
and 5.8 percent in 1997 and 1996, respectively.
 
     The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1997 and 1996 were as follows:
 
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1997             DECEMBER 31, 1996
                                                    ------------------------      ------------------------
                                                     CARRYING        FAIR          CARRYING        FAIR
                                                      VALUE         VALUE           VALUE         VALUE
                 (in thousands)                      --------       -----          --------       -----
<S>                                                 <C>           <C>             <C>           <C>
Financial instruments recorded as assets:
  Fixed maturities..............................    $3,668,643    $3,668,643      $3,866,431    $3,866,431
  Cash and short-term investments...............       259,925       259,925          74,472        74,472
  Mortgage loans and other real estate-related
     assets.....................................       220,046       220,046         267,713       267,713
  Policy loans..................................       282,439       282,439         288,302       288,302
  Equity securities.............................        24,839        24,839           9,910         9,910
  Other invested assets.........................        20,820        24,404          13,597        13,597
Financial instruments recorded as liabilities:
  Life policy benefits, excluding term life
     reserves...................................     3,846,023     4,050,852       4,249,264     4,101,588
</TABLE>
 
(13) 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 1998 is $58.4 million. The
Company paid cash dividends of $29.3 million to Kemper during 1997. The Company
paid no cash dividends in 1996 or 1995.
 
     The Company's net income (loss) and capital and surplus as determined in
accordance with statutory accounting principles were as follows:
 
<TABLE>
<CAPTION>
                                                                  1997          1996          1995
                       (in thousands)                             ----          ----          ----
<S>                                                             <C>           <C>           <C>
Net income (loss)...........................................    $ 58,372      $ 37,287      $(64,707)
                                                                ========      ========      ========
Statutory capital and surplus...............................    $476,924      $411,837      $383,374
                                                                ========      ========      ========
</TABLE>
 
                                       57
<PAGE>   62
            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(14) UNAUDITED INTERIM FINANCIAL INFORMATION
 
     The following table sets forth the Company's unaudited quarterly financial
information:
 
     (in thousands)
 
<TABLE>
<CAPTION>
                    QUARTER ENDED                      MARCH 31   JUNE 30   SEPTEMBER 30   DECEMBER 31
                    -------------                      --------   -------   ------------   -----------
<S>                                                    <C>        <C>       <C>            <C>
1997 OPERATING SUMMARY
  Net investment income..............................  $74,249    $74,050     $72,950       $ 74,946
  Realized investment gains (losses).................      889      8,161      (3,032)         4,528
  Premium income.....................................    5,008      4,121       3,938          9,172
  Separate account fees and other income.............    8,909     12,961      12,215         62,415(1)
                                                       -------    -------     -------       --------
          Total revenue..............................   89,055     99,293      86,071        151,061
                                                       -------    -------     -------       --------
  Interest credited and benefits to policyholders....   57,859     56,643      57,965         55,687
  Commissions, taxes, licenses and fees..............    8,023      9,475       8,389         59,323(1)
  Operating expenses.................................    7,175      8,780      10,014         10,868
  Net deferral of insurance acquisition costs........   (7,216)    (6,877)     (7,471)       (13,409)
  Amortization of value of business acquired.........    4,821      6,991       6,743          6,393
  Amortization of goodwill...........................    2,547      2,552       2,549          7,647(2)
                                                       -------    -------     -------       --------
          Total benefits and expenses................   73,209     77,564      78,189        126,509
                                                       -------    -------     -------       --------
  Income before income tax expense...................   15,846     21,729       7,882         24,552
  Income tax expense.................................    5,678      8,723       3,778         13,113
                                                       -------    -------     -------       --------
          Net income.................................  $10,168    $13,006     $ 4,104       $ 11,439
                                                       =======    =======     =======       ========
1996 OPERATING SUMMARY
  Net investment income..............................  $72,302    $74,647     $76,070       $ 76,669
  Realized investment gains (losses).................   (1,248)    (2,439)     13,518          3,771
  Premium income.....................................      130        109         150          7,433(3)
  Separate account fees and other income.............    8,028      9,419       8,478          9,170
                                                       -------    -------     -------       --------
          Total revenue..............................   79,212     81,736      98,216         97,043
                                                       -------    -------     -------       --------
  Interest credited and benefits to policyholders....   58,296     57,335      57,512         64,206
  Commissions, taxes, licenses and fees..............    6,868      6,486       6,819          7,962
  Operating expenses.................................    5,440      4,920       6,974          7,344
  Net deferral of insurance acquisition costs........   (5,032)    (7,302)     (5,434)        (7,736)
  Amortization of value of business acquired.........    4,234      2,787      11,582          2,927
  Amortization of goodwill...........................    2,547      2,552       2,549          2,547
                                                       -------    -------     -------       --------
          Total benefits and expenses................   72,353     66,778      80,002         77,250
                                                       -------    -------     -------       --------
  Income before income tax expense...................    6,859     14,958      18,214         19,793
  Income tax expense.................................    3,513      6,402       7,391          8,097
                                                       -------    -------     -------       --------
          Net income.................................  $ 3,346    $ 8,556     $10,823       $ 11,696
                                                       =======    =======     =======       ========
</TABLE>
 
- ---------------
 
Notes:
 
(1) Reflects premium tax expense loads received and premium taxes incurred of
    $49.1 million related to new BOLI sales of $2.6 billion in the fourth
    quarter of 1997.
 
(2) Reflects the effect of the change in amortization of goodwill from 25 to 20
    years.
 
(3) Reflects the assumption of term life insurance business from FKLA.
 
                                       58
<PAGE>   63
 
                                   APPENDIX A
 
   
                         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.
 
                                       A-1
<PAGE>   64
 
                                    PART II
 
                          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 Distribution Agreement filed as Exhibit 1.(3)(a) to this
Registration Statement, Kemper Investors Life Insurance Company (KILICO) and the
Separate Account will agree to indemnify LIS Securities (LIS) against any
claims, liabilities and expenses which LIS 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.
LIS 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 LIS or of any
registered representative of an NASD member investment dealer which has an
agreement with LIS 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 LIS) 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.
 
                                      II-1
<PAGE>   65
 
                       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 59 pages.
    
            The undertaking to file reports.
   
            The 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. Steven D. Powell, FSA (Exhibit 6.)
    
 
   
              B. PricewaterhouseCoopers, LLP, independent accountants (Exhibit
                 7.)
    
 
   
              C. KPMG Peat Marwick LLP, independent auditors (Exhibit 8.)
    
 
   
           The following exhibits:
    
 
   
     1. Exhibits required by paragraph A of the instructions to exhibits in Form
N-8B-2:
    
 
   
<TABLE>
          <S>  <C>           <C>
               (1)           KILICO Resolution establishing the Separate Account(3)
               (2)           Not Applicable
               (3)(a)        Form of Distribution Agreement between KILICO and LIS Securities(6)
               (3)(b)        Specimen Selling Group Agreement of LIS Securities(7)
               (3)(c)        Not Applicable
               (3)(d)        General Agent Agreement(2)
               (4)           Not Applicable
               (5)(a)        Form of Individual Policy(6)
               (5)(b)        Form of Survivorship Policy(6)
               (5)(c)        Extended Maturity Option Rider(5)
               (5)(d)        Accelerated Death Benefit Option Rider(5)
               (6)(a)        KILICO Articles of Incorporation(1)
               (6)(b)        By-Laws of KILICO(2)
               (7)           Not Applicable
               (8)(a)        Form of Participation Agreement among KILICO and Evergreen Variable Annuity Trust(4)
               (8)(b)        Form of Participation Agreement among KILICO and Goldman Sachs Variable Insurance
                             Trust(7)
               (8)(c)        Form of Participation Agreement among KILICO and Morgan Stanley Universal Funds,
                             Inc.(7)
               (8)(d)        Form of Participation Agreement among KILICO and Variable Insurance Products Fund(7)
               (8)(e)        Form of Participation Agreement among KILICO and Variable Insurance Products Fund
                             II(7)
               (8)(f)        Form of Administrative Services Agreement between KILICO and Bancorp Services
                             L.L.C.(5)
               (9)           Not Applicable
               (10)(a)       Form of Application for Individual Policy(5)
               (10)(b)       Form of Application for Survivorship Policy(5)
               2.            Opinion and consent of legal officer of KILICO as to legality of policies being
                             registered(3)
               3.            Not Applicable
               4.            Not Applicable
               5.            Not Applicable
               6.            Opinion and consent of actuarial officer of KILICO regarding prospectus
                             illustrations and actuarial matters(6)
               7.            Consent of PricewaterhouseCoopers, LLP, independent accountants(6)
               8.            Consent of KPMG Peat Marwick LLP, independent auditors(6)
               9.            Procedures Memorandum, pursuant to Rule 6e-3(T)(b)(12)(iii)(7)
               10.           Illustrations of Cash Value, Surrender Value and Death Benefit(6)
</TABLE>
    
 
                                      II-2
<PAGE>   66
 
- -------------------------
(1) Filed with the Registration Statement of the Registrant on Form S-6 filed on
    or about December 26, 1995 (File No. 33-65399).
 
(2) Filed with Amendment No. 2 to the Registration Statement on Form S-1 (File
    No. 333-02491) filed on or about April 23, 1997.
 
(3) Filed with the Registration Statement of the Registrant on Form S-6 filed on
    or about September 8, 1997 (File No. 333-35159).
 
(4) Filed with Pre-Effective Amendment No. 1 to the Registration Statement of
    the Registrant on Form S-6 filed on or about December 5, 1997 (File No.
    333-35159).
 
(5) Filed with Post-Effective Amendment No. 1 to the Registration Statement of
    the Registrant of Form S-6 filed on or about April 27, 1998 (File No.
    333-35159).
 
(6) Filed herewith.
 
(7) To be filed by amendment.
 
                                      II-3
<PAGE>   67
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
KILICO Variable Separate Account-2, has duly caused this Amendment to the
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 24th
day of August, 1998.
 
                                          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 Amendment
to the 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 24th day of August, 1998.
 
<TABLE>
<CAPTION>
                   SIGNATURE                                            TITLE
                   ---------                                            -----
<S>                                                <C>
 
/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/ ELIANE C. FRYE                                 Director
- -----------------------------------------------
Eliane C. Frye
 
/s/ JAMES E. HOHMANN                               Director
- -----------------------------------------------
James E. Hohmann
 
/s/ MARKUS ROHRBASSER                              Director
- -----------------------------------------------
Markus Rohrbasser
</TABLE>
 
                                      II-4
<PAGE>   68
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<S>           <C>
1.(3)(a)      Form of Distribution Agreement between KILICO and LIS
              Securities
1.(5)(a)      Form of Individual Policy
1.(5)(b)      Form of Survivorship Policy
6.            Opinion and consent of actuarial officer of KILICO regarding
              prospectus illustrations and actuarial matters
7.            Consent of PricewaterhouseCoopers, LLP, independent
              accountants
8.            Consent of KPMG Peat Marwick LLP, independent auditors
10.           Illustrations of Cash Value, Surrender Value and Death
              Benefit
</TABLE>
    

<PAGE>   1






                                EXHIBIT 1.(3)(a)

        FORM OF DISTRIBUTION AGREEMENT BETWEEN KILICO AND LIS SECURITIES


<PAGE>   2
                         FORM OF DISTRIBUTION AGREEMENT



<PAGE>   3



                                TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                <C>
SECTION 1.   Additional Definitions..............................................2
SECTION 2.   Distribution Activities -- Authority................................3
SECTION 3.   Distribution Activities -- Appointment..............................5
SECTION 4.   Distribution Activities -- Duties...................................6
SECTION 5.   Limitations on Authority............................................7
SECTION 6.   Sales Agreements....................................................7
SECTION 7.   Forms, Applications, and Licensing..................................8
SECTION 8.   Marketing Materials.................................................9
SECTION 9.   The Distributor's Compensation.....................................11
SECTION 10.  Representations and Warranties.....................................12
SECTION 11.  Indemnification....................................................14
SECTION 12.  Records............................................................20
SECTION 13.  Investigations and Proceedings.....................................20
SECTION 14.  Term and Termination...............................................21
SECTION 15.  Rights Upon Termination............................................22
SECTION 16.  Independent Contractor.............................................23
SECTION 17.  Notices............................................................24
SECTION 18.  Arbitration........................................................25
SECTION 19.  Confidentiality....................................................25
SECTION 20.  Severability.......................................................26
SECTION 21.  Choice of Law......................................................27
SECTION 22.  No Waiver..........................................................27
SECTION 23.  Agreement Non-Assignable...........................................27
SECTION 24.  Exhibits and Schedules.............................................27
SECTION 25.  Headings...........................................................27
SECTION 26.  Entire Agreement...................................................27
</TABLE>


                                        i

<PAGE>   4




                             DISTRIBUTION AGREEMENT


         AGREEMENT made as of the _____ day of _______________, 1998, by and
between Kemper Investors Life Insurance Company, an Illinois insurance company
(the "Insurance Company") and Life Insurance Solutions, LLC, a Delaware limited
liability company d/b/a LIS Securities (the "Distributor"), on its own behalf
and on behalf of the individuals and entities listed on Schedule 1 to this
Agreement (the "Distributor Agency Affiliates"), as that Schedule may be amended
from time to time in accordance with this Agreement.


                                    RECITALS:

         WHEREAS, the Insurance Company issues certain variable annuity
contracts and variable life insurance policies; and

         WHEREAS, [redacted] certain other variable annuity contracts and
variable life insurance policies issued by the Insurance Company are being
offered and sold pursuant to Registration Statements (the "Registered Products")
and their related Prospectuses filed with and declared effective by the
Securities and Exchange Commission (the "Commission") under the provisions of
the 1933 Act and the 1940 Act [redacted] and the "Registered Products" are
referred to as the "Variable Products") (Variable Products are identified in
Schedule 2 to this Agreement); and

         WHEREAS, the Distributor is registered as a broker-dealer with the
Commission under the Securities Act of 1934, as amended (the "1934 Act"), and is
a member in good standing of the National Association of Securities Dealers,
Inc. (the "NASD") that engages in the distribution of insurance products; and

         WHEREAS, the Insurance Company desires to retain the Distributor to
distribute the Variable Products through registered broker-dealers
("Broker-Dealers") and their registered representatives ("Representatives"); and

          WHEREAS, the Distributor desires to be retained by the Insurance
Company to distribute the Variable Products on the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, in consideration of mutual promises contained herein,
the parties hereto agree as follows:



<PAGE>   5



1.       ADDITIONAL DEFINITIONS

         (a)   AFFILIATE -- With respect to a person, any other person
         controlling, controlled by, or under common control with, such person.

         (b)   APPLICATIONS -- The forms used by the prospective purchaser to
         apply for a variable life insurance policy or a variable annuity
         contract.

         (c)   CONTRACTS -- The variable annuity contracts and certificates set
         forth in Schedule 2 to this Agreement as in effect at the time this
         Agreement is executed, and such other variable annuity products that
         may be added to Schedule 2 from time to time.

         (d)   POLICIES -- The variable life insurance policies set forth in
         Schedule 2 to this Agreement as in effect at the time this Agreement is
         executed, and such other variable life insurance products that may be
         added to Schedule 2 from time to time.

         (e)   PREMIUM -- A payment made under a Policy by an applicant or
         purchaser to purchase Variable Products.

         (f)   [redacted]

         (g)   [redacted]

         (h)   [redacted]

         (i)   PROSPECTUS -- The prospectus if any, included within a
         Registration Statement or, if more recent, the prospectus filed
         pursuant to Rule 497 under the 1933 Act. For purposes of Section 11 of
         this Agreement, the term "any Prospectus" means any document which is
         or at any time was a Prospectus within the meaning of this Section
         1(i).

         (j)   PURCHASE PAYMENT -- A payment made under a Contract by an
         applicant or purchaser to purchase benefits under the Contract.

         (k)   REGISTRATION STATEMENT -- At any time that this Agreement is in
         effect, each currently effective registration statement, or currently
         effective post-effective amendment thereto, relating to the Contracts
         or Policies, including financial statements included in, and all
         exhibits to, that registration statement or post-effective amendment.
         For purposes of Section 11 of this Agreement, the term "Registration
         Statement" means

                                        2

<PAGE>   6



         any document which is or at any time was a Registration Statement
         within the meaning of this Section 1(k).

         (l)   REGULATIONS -- The rules and regulations promulgated by the
         Commission under the 1933 Act, the 1934 Act and the 1940 Act as in
         effect at the time this Agreement is executed or thereafter
         promulgated.

         (m)   VARIABLE ACCOUNTS -- Separate accounts established pursuant to
         Illinois state insurance law supporting the Variable Products specified
         in Schedule 2 as in effect at the time this Agreement is executed, or
         as it may be amended from time to time.

2.       DISTRIBUTION ACTIVITIES -- AUTHORITY

         (a)   The Insurance Company authorizes the Distributor, and the
         Distributor accepts the authority, to act as a distributor of the
         Variable Products, subject to any applicable requirements of the 1933
         Act and the 1940 Act.

               The Insurance Company hereby authorizes the Distributor to
         select persons that will be authorized to engage in solicitation
         activities with respect to the Variable Products, including the
         recruitment and appointment of Broker-Dealers and Representatives which
         in turn may be authorized to engage in solicitation activities
         involving the solicitation of Applications, Premiums and Purchase
         Payments directly from prospective purchasers.

               The Distributor shall enter into separate written "Sales
         Agreements" with Broker-Dealers for distribution of the Variable
         Products. The Distributor shall notify the Insurance Company of its
         intention to enter into a Sales Agreement with a Broker-Dealer by
         providing to the Insurance Company a copy of that Sales Agreement at
         least five (5) business days prior to the date on which the Sales
         Agreement is to be executed by the parties thereto. The Distributor
         shall not enter into a Sales Agreement with a Broker-Dealer if the
         Insurance Company reasonably objects within five (5) days after
         delivery of the proposed Sales Agreement with the Broker-Dealer by
         notifying the Distributor of its objection and reasons therefor in
         writing.

         (b)   The Insurance Company shall not offer for sale or sell any
         Variable Products to or through any of the persons listed on Schedule 4
         to this Agreement, as that Schedule may be amended from time to time,
         or any of the successors or assigns of those persons, or to or through
         any affiliate of such person other than sales (through Broker-Dealers
         or directly) pursuant to this Agreement without the prior written
         consent of the

                                        3

<PAGE>   7



         Distributor. It is understood that Schedule 4 will be re-evaluated each
         year after the effective date of this Agreement and will be amended to
         add persons with whom a Sales Agreement has been executed (or is
         expected to be executed within one year of the annual re-evaluation) or
         to delete persons for which no Sales Agreement has been executed during
         the one year or longer period that person has been listed on Schedule
         4.

         (c)   Nothing in this Agreement precludes additional distribution and
         compensation arrangements among the parties to this Agreement,
         including ones that may have compensation arrangements that reward the
         Insurance Company for identifying and recruiting new Broker-Dealers to
         sell the Variable Products, for identifying potential purchasers of the
         Variable Products, or for providing superior support under this
         Agreement.

3.       DISTRIBUTION ACTIVITIES -- APPOINTMENT

         (a)   Where required by applicable state insurance law, the Insurance
         Company hereby appoints the Distributor as its agent under that state
         insurance law to represent the Insurance Company in the distribution
         activities contemplated by this Agreement. The Insurance Company hereby
         authorizes the Distributor under applicable securities laws to engage
         in the activities contemplated by this Agreement relating to the
         distribution of the Variable Products.

         (b)   In states where the Distributor is not licensed as an insurance
         agent and applicable state insurance law requires that the Distributor
         be so licensed, the Insurance Company hereby appoints each Distributor
         Agency Affiliate listed on Schedule 1 to this Agreement (as that
         Schedule may be amended from time to time by the Distributor when
         required by applicable state insurance law to reflect changes in the
         licensing status of the Distributor or the Distributor Agency
         Affiliates) as its agent under applicable state insurance laws to
         represent the Insurance Company in the distribution activities
         contemplated by this Agreement.

         (c)   The Distributor is hereby vested with the power and authority to
         authorize Broker-Dealers to recommend Representatives for appointment
         as agents of the Insurance Company. The Insurance Company shall appoint
         in the appropriate states or jurisdictions the Representatives
         recommended by the Broker-Dealers, provided that the Insurance Company
         reserves the right, which right shall not be exercised unreasonably, to
         refuse to appoint as agent any Representative, and, once appointed, to
         terminate the same at any time for cause. The Distributor shall submit
         to the Insurance

                                        4

<PAGE>   8



         Company a "certificate of good standing" executed by a principal of the
         Broker-Dealer for each Representative recommended for appointment. The
         Insurance Company shall notify the Distributor of its intent to
         terminate a Representative and the reasons therefor not less than two
         (2) business days prior to delivering any notice of termination to the
         Representative and the Broker-Dealer with whom the Representative is
         associated.

         (d)   The Insurance Company shall not enter into any agent or agency
         agreement (an "Agent Agreement") with any Representative,
         Broker-Dealer, or affiliate (contractual or otherwise) of a
         Broker-Dealer (a "Broker-Dealer Affiliate") in connection with this
         Agreement for the sale of the Variable Products, unless that Agent
         Agreement (i) is substantially identical to the form of Agent Agreement
         attached hereto as Schedule 7 or (ii) is approved by the Distributor,
         provided that the approval of the Distributor shall be deemed to have
         been given if no written objection to the Agent Agreement has been
         delivered by the Distributor to the Insurance Company within five (5)
         business days after being provided with a copy of the proposed Agent
         Agreement. After entering into an Agent Agreement, the Insurance
         Company shall not amend or supplement that agreement without the
         Distributor's prior written consent, which consent shall not be
         unreasonably withheld. The Insurance Company shall notify the
         Distributor of its intent to terminate an Agent Agreement and the
         reasons therefor not less than two (2) business days prior to
         delivering any notice of termination to the other party to that
         agreement.

4.       DISTRIBUTION ACTIVITIES -- DUTIES

         (a)   The Distributor shall use its best efforts to market the Variable
         Products actively through Broker-Dealers and Representatives in
         accordance with the terms and conditions of this Agreement, subject to
         applicable material market and regulatory conditions.

         (b)   The Distributor shall assist and provide information to
         Broker-Dealers and Representatives in connection with servicing the
         Variable Products sold or marketed by those Broker-Dealers
         Representatives.

         (c)   Under no circumstances shall the Insurance Company or the
         Distributor be responsible under this Agreement for any failure by
         Broker-Dealers or Representatives to comply with applicable law.


                                        5

<PAGE>   9



         (d)   Under no circumstances shall the Distributor be responsible under
         this Agreement for any failure by the Insurance Company to comply with
         applicable law.

         (e)   Under no circumstances shall the Insurance Company be responsible
         under this Agreement for any failure by the Distributor to comply with
         applicable law.


5.       LIMITATIONS ON AUTHORITY

         (a)   The Distributor shall not have the authority, and shall not grant
         authority to Broker-Dealers or Representatives, on behalf of the
         Insurance Company:

               (1)  to make, alter or discharge any Variable Product or other
               contract entered into pursuant to a Variable Product;

               (2)  to waive any Variable Product forfeiture provision;

               (3)  to extend the time of paying any Purchase Payments, or
               Premiums due under the Variable Products; and

               (4)  to receive any monies, Purchase Payments or Premiums (except
               for the sole purpose of forwarding monies, Purchase Payments or
               Premiums to the Insurance Company).

         (b)   The Distributor shall not expend, nor contract for the
         expenditure of, funds of the Insurance Company.

         (c)   The Distributor shall not possess or exercise any authority on
         behalf of the Insurance Company other than that expressly conferred on
         the Distributor by this Agreement.

6.       SALES AGREEMENTS

         (a)   The Distributor shall not enter into any Sales Agreement with a
         Broker-Dealer relating to the distribution of any Variable Product,
         unless that Sales Agreement (i) is substantially identical to the form
         of Sales Agreement attached hereto as Schedule 8 or (ii) is approved by
         the Insurance Company, provided that the approval of the Insurance
         Company shall be deemed to have been given if no written objection to
         the Sales Agreement has been delivered by the Insurance Company to the
         Distributor within five

                                        6

<PAGE>   10



         (5) business days after being provided by facsimile or express courier
         with a copy of the proposed Sales Agreement.

         (b)   The Distributor shall provide to the Insurance Company a copy of
         each Sales Agreement entered into by the Distributor and a
         Broker-Dealer within five (5) business days following execution
         thereof.

7.       FORMS, APPLICATIONS, AND LICENSING

         (a)   The Insurance Company, or its agent, shall forward to the
         Distributor, Applications, Policies, Contracts, subscription
         agreements, certificates, other administrative forms, and any
         amendments or supplements to the foregoing, necessary to carry out the
         Distributor's distribution authority and responsibilities with respect
         to the Variable Products.

         (b)   The Insurance Company shall obtain all requisite regulatory
         approvals of such materials furnished to the Distributor and shall
         comply with all applicable laws, rules, regulations and orders of any
         governmental authority relating to the issuance or sale of the Variable
         Products.

         (c)   All Premiums and Purchase Payments paid by check or money order
         that are collected by the Distributor, any Broker-Dealer or
         Representative shall be remitted promptly, and in any event not later
         than two business days, in full, together with any subscription
         agreements, Applications, forms, and any other required documentation,
         to the Insurance Company. Checks or money orders in payment of Premiums
         and Purchase Payments shall be drawn to the order of "Kemper Investors
         Life Insurance Company." Premiums and Purchase Payments may be
         transmitted by wire order from the purchaser of the Variable Products,
         Broker-Dealer or any Representative to the Insurance Company. If any
         Premium or Purchase Payment is held at any time by the Distributor,
         Broker-Dealer, or any Representative, the Distributor, Broker-Dealer,
         or Representative shall hold that Premium or Purchase Payment in a
         fiduciary capacity. All Premiums and Purchase Payments whether by
         check, money order or wire, shall be the property of the Insurance
         Company.

         (d)   The Distributor acknowledges that the Insurance Company shall
         have the unconditional right to reject, in whole or in part, any
         Application. The Insurance Company shall return any monies received by
         it from an applicant or purchaser whose Application has been rejected.
         The Insurance Company shall notify the Distributor in writing one
         business day prior to taking any action to return any such monies,
         which

                                        7

<PAGE>   11



         notice shall identify, if applicable, the Broker-Dealer whose
         Representative submitted the rejected Application.

         (e)   If a purchaser exercises its "free look right" under a Variable
         Product, any refund of Premiums or Purchase Payments, due as provided
         in that Variable Product, shall be made by the Insurance Company to the
         purchaser. The Insurance Company shall notify the Distributor in
         writing one business day prior to taking any action to refund any such
         Premiums or Purchase Payments, which notice shall identify, if
         applicable, the Broker-Dealer through which the Variable Product had
         been purchased.

8.       MARKETING MATERIALS

         (a)   REGISTERED PRODUCTS

               (1)  The Distributor shall design, develop, produce, make the
               determination whether to file and, if necessary, file for and
               obtain all necessary regulatory approvals for, all advertising,
               sales literature, and other promotional material (which shall not
               be deemed to include any Prospectus) required in connection with
               its distribution of the Registered Products.

               (2)  Prior to use of any advertising, sales literature, or other
               promotional material for the Registered Products, the following
               procedures shall be observed:

                    (i)  The Distributor shall provide to the Insurance Company
                    copies of all advertising, sales literature, and other
                    promotional material developed by the Distributor at least
                    10 days prior to first use;

                    (ii) The Insurance Company shall have the right to
                    disapprove use of any such promotional material, provided
                    that written notice of the disapproval and basis therefor is
                    provided to the Distributor within 10 days of receipt by the
                    Insurance Company of the promotional material;

                    (iii) If any advertising, sales literature, or other
                    promotional material names an investment company or an
                    investment company's investment adviser, the Distributor
                    shall furnish such material to that investment company or
                    that investment company's distributor or investment adviser,
                    and written approval shall be obtained from that investment
                    company or its distributor or investment adviser before use
                    or authorization of use by the Broker-Dealers or
                    Representatives;

                                        8

<PAGE>   12




                    (iv) Any advertising, sales literature, or other promotional
                    material relating to the Registered Products required to be
                    filed with the Commission, NASD Regulation, Inc. ("NASDR"),
                    and any other appropriate securities and insurance
                    regulatory authorities, shall be timely filed by the
                    Distributor. The Distributor shall provide the Insurance
                    Company with a copy of any comments provided by the NASDR or
                    any securities or insurance regulatory authority on such
                    material, and the Insurance Company will cooperate in
                    resolving and implementing any comments, as applicable.

         (b)   [redacted]

         (c)   ALLOCATION OF COSTS

               (1)  The Distributor shall pay for the development and printing
               of all advertising, sales literature, and other promotional
               material (other than those materials set forth in paragraph 2,
               below) and all fees related to NASDR filings. The Distributor
               shall also bear the cost of printing and distributing to
               prospective purchasers of Variable Contracts or to owners of
               Variable Contracts all Prospectuses (including, for this purpose,
               prospectuses of registered open-end management investment
               companies that serve as funding media for the Variable Contracts,
               to the extent not paid by those investment companies) [redacted].

               (2)  The Insurance Company shall bear the cost of registration
               and qualification of the Registered Products; [redacted] the
               preparation and filing of all Prospectuses and Registration
               Statements; setting the Prospectuses [redacted] in type; the
               preparation, filing, printing, and distributing to existing
               owners of Policies or Contracts of any proxy materials and
               reports and of all statements and notices required by any state
               or federal law.

               (3)  The Insurance Company shall bear the cost of any review by
               it, or on its behalf, of any advertising, sales literature, or
               other promotional material.

               (4)  The Distributor shall bear the cost of any review by it, or
               on its behalf, of any Prospectuses or [redacted].


                                        9

<PAGE>   13



9.       THE DISTRIBUTOR'S COMPENSATION

         (a)   With respect to [redacted] sales of all other Variable Contracts
         made on or after the effective date of this Agreement, in consideration
         for the services rendered by the Distributor, the Insurance Company
         will pay to the Distributor the compensation set forth in Schedule 5
         (Part A) to this Agreement, as that schedule may be amended from time
         to time, provided, that, any such amendments are in writing and signed
         by the parties. [redacted]

         (b)   [redacted]

10.      REPRESENTATIONS AND WARRANTIES

         (a)   BY THE DISTRIBUTOR

               The Distributor represents and warrants to, and covenants with,
         the Insurance Company as follows:

               (1)  The Distributor has taken all action necessary including
               without limitation, those necessary under its articles of
               incorporation, by-laws and applicable state corporate law, to
               authorize the execution, delivery and performance of this
               Agreement and all transactions contemplated hereunder.

               (2)  The Distributor is and shall remain registered during the
               term of this Agreement as a broker-dealer under the 1934 Act, a
               member in good standing of the NASD, and duly registered under
               applicable state securities laws.

               (3)  The Distributor is and shall remain during the term of this
               Agreement in compliance with the eligibility requirements for
               certain affiliated persons and underwriters found in Section 9(a)
               of the 1940 Act.

               (4)  The Distributor and each Distributor Agency Affiliate has
               all necessary licenses and regulatory approvals to perform the
               services required by this Agreement and that the Distributor will
               notify the Insurance Company within three business days of
               obtaining actual knowledge of any change in the status of such
               licenses or regulatory approvals.

               (5)  The Distributor has, or will have, the authority to bind the
               Distributor Agency Affiliates to the terms of this Agreement.

                                       10

<PAGE>   14




         (b)   BY THE INSURANCE COMPANY

               The Insurance Company represents and warrants to, and covenants
         with, the Distributor as follows:

               (1)  All necessary regulatory approvals and licenses from any
               state or federal governmental body having jurisdiction over the
               Insurance Company or the Variable Products have been obtained,
               and the Insurance Company will notify the Distributor within one
               business day of obtaining actual knowledge of any change in the
               status of any approvals or licenses related to the marketing,
               sale or distribution of the Variable Products.

               (2)  The Insurance Company has taken all action necessary
               including, without limitation, those necessary under its articles
               of incorporation, bylaws and applicable state corporate law, to
               authorize the execution, delivery and performance of this
               Agreement and all transactions contemplated hereunder.

               (3)  The Insurance Company is and shall remain during the term of
               this Agreement in compliance with the eligibility requirements
               for certain affiliated persons and underwriters found in Section
               9(a) of the 1940 Act.

               (4)  [redacted]

11.      INDEMNIFICATION

         (a)   BY THE DISTRIBUTOR

               (1)  The Distributor agrees to indemnify and hold harmless the
               Insurance Company and each director, officer, employee or agent
               of the Insurance Company, and each person, if any, who controls
               the Insurance Company within the meaning of the federal
               securities laws (collectively, the "Indemnified Parties" for
               purposes of this Section 11(a)) against any and all losses,
               claims, damages, liabilities (including amounts paid in
               settlement with the written consent of the Insurance Company) or
               litigation (including legal and other expenses) to which the
               Indemnified Parties may become subject under any statute,
               regulation, at common law or otherwise, insofar as such losses,
               claims, damages, liabilities or expenses (or actions in respect
               thereof) or settlements are

                                       11

<PAGE>   15



               related to the offer or sale of the Variable Products or the
               operation of the Variable Accounts and:

                    (i)  arise out of, or are based upon, violation(s) by the
                    Distributor of federal or state securities law(s) or
                    regulation(s), applicable banking law(s) or regulation(s),
                    insurance law(s) or regulation(s) or any rule or requirement
                    of the NASD; or

                    (ii) arise out of, or are based upon, any oral or written
                    misrepresentation, or any unlawful sales practices
                    concerning the Variable Products by the Distributor; or

                    (iii) arise out of, or are based upon, any untrue statement
                    or alleged untrue statement of a material fact or omission
                    or alleged omission to state a material fact required to be
                    stated therein or necessary to make the statements therein
                    not misleading, in light of the circumstances in which they
                    were made, contained in any advertising, sales literature,
                    or other promotional material designed, developed, and
                    produced by the Distributor and used by it in the
                    distribution of the Variable Products; provided that the
                    Distributor shall not be liable in any such case to the
                    extent that such losses, claims, damages, liabilities or
                    expenses arises out of, or are based upon, an untrue
                    statement or alleged untrue statement or omission or alleged
                    omission made in reliance upon information furnished in
                    writing to the Distributor by the Insurance Company
                    specifically for use in the preparation of any such
                    promotional material; or

                    (iv) arise out of, or are based upon, claims by the
                    Representatives or agents or representatives of the
                    Distributor for commissions or other compensation or
                    remuneration of any type; or

                    (v)  arise as a result of any failure on the part of the
                    Distributor to submit Premiums, Purchase Payments, or
                    Applications to the Insurance Company, or to submit the
                    correct amount of a Premium or Purchase Payment, on a timely
                    basis and in accordance with this Agreement, subject to
                    applicable law; or

                    (vi) arise as a result of any failure on the part of the
                    Distributor to deliver the Variable Products to purchasers
                    thereof on a timely basis;

                                       12

<PAGE>   16



                    provided that the Distributor shall not be liable in any
                    such case to the extent that such losses, claims, damages,
                    liabilities or expenses arise as a result of any failure on
                    the part of the Insurance Company to perform its obligations
                    under this Agreement on a timely basis; or

                    (vii) arise as a result of a material breach by the
                    Distributor of any provisions of this Agreement; or

                    (viii) arise as a result of actions of a Broker-Dealer or
                    its Representatives, if, and to the extent that, the
                    Distributor has received monies from the Broker-Dealer as
                    indemnification for losses by, or expenses incurred by, the
                    Insurance Company;

               as limited by and in accordance with the provisions of Sections
               11(a)(2) and 11(a)(3) hereof.

               (2)  The Distributor shall not be liable under this
               indemnification provision with respect to any losses, claims,
               damages, liabilities or litigation ("Losses" for purposes of this
               Section 11(a)(2)) incurred or assessed against an Indemnified
               Party that may arise from any Indemnified Party's willful
               misfeasance or bad faith. The Distributor's liability for Losses
               in the event of its breach of this Agreement shall be limited to
               that portion of Losses caused by its breach, and the Distributor
               shall not be liable for that portion of Losses caused by breach
               of this Agreement by an Indemnified Party or from any act or
               omission by an Indemnified Party.

               (3)  The Distributor shall not be liable under this
               indemnification provision with respect to any claim made against
               an Indemnified Party unless that Indemnified Party shall have
               notified the Distributor in writing within five (5) business days
               after the summons or other first legal process giving information
               of the nature of the claim shall have been served upon that
               Indemnified Party (or after the Indemnified Party shall have
               received notice of such service on any designated agent).
               Notwithstanding the foregoing, the failure of any Indemnified
               Party to give notice as provided herein shall not relieve the
               Distributor of its obligations hereunder except to the extent
               that the Distributor has been prejudiced by such failure to give
               notice. In addition, any failure by the Indemnified Party to
               notify the Distributor of any such claim shall not relieve the
               Distributor from any liability which it may have to the
               Indemnified Party against whom the action is brought otherwise
               than on account of this indemnification

                                       13

<PAGE>   17



               provision. In case any such action is brought against the
               Indemnified Parties, the Distributor shall be entitled to
               participate, at its own expense, in the defense of the action.
               The Distributor also shall be entitled to assume the defense
               thereof, with counsel satisfactory to the party named in the
               action; provided, however, that if the Indemnified Party shall
               have reasonably concluded that there may be defenses available to
               it which are different from or additional to those available to
               the Distributor, the Distributor shall not have the right to
               assume said defense, but shall pay the costs and expenses thereof
               (except that in no event shall the Distributor be liable for the
               fees and expenses of more than one counsel for Indemnified
               Parties in connection with any one action or separate but similar
               or related actions in the same jurisdiction arising out of the
               same general allegations or circumstances). After notice from the
               Distributor to the Indemnified Party of the Distributor's
               election to assume the defense thereof, and in the absence of
               such a reasonable conclusion that there may be different or
               additional defenses available to the Indemnified Party, the
               Indemnified Party shall bear the fees and expenses of any
               additional counsel retained by it, and the Distributor will not
               be liable to that party under this Agreement for any legal or
               other expenses subsequently incurred by the party independently
               in connection with the defense thereof other than reasonable
               costs of investigation.

               (4)  The Indemnified Parties will notify the Distributor within
               five (5) business days of the commencement of any litigation or
               proceedings against them in connection with the offer or sale of
               the Variable Products or the operation of the Variable Accounts.

         (b)   BY THE INSURANCE COMPANY

               (1)  The Insurance Company agrees to indemnify and hold harmless
               the Distributor and each director, officer, employee or agent of
               the Distributor, and each person, if any, who controls the
               Distributor within the meaning of the federal securities laws
               (collectively, the "Indemnified Parties" for purposes of this
               Section 11(b)) against any and all losses, claims, damages,
               liabilities (including amounts paid in settlement with the
               written consent of the Insurance Company) or litigation
               (including legal and other expenses) to which the Indemnified
               Parties may become subject under any statute, regulation, at
               common law or otherwise, insofar as such losses, claims, damages,
               liabilities or expenses (or actions in respect thereof) or
               settlements are related to the offer or sale of the Variable
               Products or the operation of the Variable Accounts and arise out
               of or a result from:

                                            14

<PAGE>   18




                    (i)  arise out of or are based upon any untrue statement or
                    alleged untrue statement of a material fact or omission or
                    alleged omission to state a material fact required to be
                    stated therein or necessary to make the statements therein
                    not misleading, in light of the circumstances in which they
                    were made, contained in any: (a) Registration Statement or
                    Prospectus; (b) blue-sky application or other document
                    executed by the Insurance Company specifically for the
                    purpose of [redacted] qualifying any or all of the
                    Registered Products for sale under, the securities laws of
                    any jurisdiction; or (c) information furnished in writing to
                    the Distributor specifically for the purpose of being
                    included in any advertising, sales literature, or other
                    promotional material to be used in connection with the
                    distribution of the Variable Products; provided that the
                    Insurance Company shall not be liable in any such case to
                    the extent that such losses, claims, damages, liabilities or
                    expenses arise out of, or are based upon, an untrue
                    statement or alleged untrue statement or omission or alleged
                    omission made in reliance upon information furnished in
                    writing to the Insurance Company by the Distributor
                    specifically for use in the preparation of any such
                    document, application, or promotional material; or

                    (ii) result because of the provisions of any Variable
                    Product or because of any material breach by the Insurance
                    Company of any provision of this Agreement or of any
                    Variable Product or which result from any activities of the
                    Insurance Company's officers, directors, employees or agents
                    or their failure to take any action in connection with the
                    sale, processing or administration of the Variable Products
                    including, without limitation, obtaining auditors' reports,
                    computing accurate separate account and/or underlying fund
                    performance data, preparation and timely filing and
                    delivery, as required, of annual and semiannual reports and
                    reports on Form N-SAR and the timely payment of all state
                    and federal registration fees;

               as limited by and in accordance with the provisions of Sections
               11(b)(1) and 11(b)(2) hereof.

               (2)  The Insurance Company shall not be liable under this
               indemnification provision with respect to any losses, claims,
               damages, liabilities or litigation ("Losses" for purposes of this
               Section 11(b)(2)) incurred or assessed against an

                                       15

<PAGE>   19



               Indemnified Party that may arise from any Indemnified Party's
               willful misfeasance or bad faith. The Insurance Company's
               liability for Losses in the event of its breach of this Agreement
               shall be limited to that portion of Losses caused by its breach,
               and that party shall not be liable for that portion of Losses
               caused by breach of this Agreement by an Indemnified Party or
               from any act or omission by an Indemnified Party.

               (3)  The Insurance Company shall not be liable under this
               indemnification provision with respect to any claim made against
               an Indemnified Party unless that Indemnified Party shall have
               notified the Insurance Company in writing within five (5)
               business days after the summons or other first legal process
               giving information of the nature of the claim shall have been
               served upon that Indemnified Party (or after the Indemnified
               Party shall have received notice of such service on any
               designated agent). Notwithstanding the foregoing, the failure of
               any Indemnified Party to give notice as provided herein shall not
               relieve the Insurance Company of its obligations hereunder except
               to the extent that the Insurance Company has been prejudiced by
               such failure to give notice. In addition, any failure by the
               Indemnified Party to notify the Insurance Company of any such
               claim shall not relieve the Insurance Company from any liability
               which it may have to the Indemnified Party against whom the
               action is brought otherwise than on account of this
               indemnification provision. In case any such action is brought
               against the Indemnified Parties, the Insurance Company shall be
               entitled to participate, at its own expense, in the defense of
               the action. The Insurance Company also shall be entitled to
               assume the defense thereof, with counsel satisfactory to the
               party named in the action; provided, however, that if the
               Indemnified Party shall have reasonably concluded that there may
               be defenses available to it which are different from or
               additional to those available to the Insurance Company, the
               Insurance Company shall not have the right to assume said
               defense, but shall pay the costs and expenses thereof (except
               that in no event shall the Insurance Company be liable for the
               fees and expenses of more than one counsel for Indemnified
               Parties in connection with any one action or separate but similar
               or related actions in the same jurisdiction arising out of the
               same general allegations or circumstances). After notice from the
               Insurance Company to the Indemnified Party of the Insurance
               Company's election to assume the defense thereof, and in the
               absence of such a reasonable conclusion that there may be
               different or additional defenses available to the Indemnified
               Party, the Indemnified Party shall bear the fees and expenses of
               any additional counsel retained by it, and the Insurance Company
               will not be liable to that party under this Agreement for any
               legal or other expenses subsequently incurred by

                                       16

<PAGE>   20



               the party independently in connection with the defense thereof
               other than reasonable costs of investigation.

               (4)  The Indemnified Parties will notify the Insurance Company
               within five (5) business days of the commencement of any
               litigation or proceedings against them in connection with the
               offer or sale of the Variable Products or the operation of the
               Variable Accounts.

12.      RECORDS

         The Insurance Company and the Distributor each shall maintain such
accounts, books and other documents as are required to be maintained by each of
them by applicable laws and regulations and shall preserve such accounts, books
and other documents for the periods prescribed by such laws and regulations. The
accounts, books and records of the Insurance Company as to all transactions
hereunder shall be maintained so as to clearly and accurately disclose the
nature and details of the transactions, including such accounting information as
necessary to support the reasonableness of the amounts paid by the Insurance
Company hereunder. Each party shall have the right to inspect and audit such
accounts, books and records of the other party during normal business hours upon
reasonable written notice to the other party. Any party that requests an audit
of the accounts, books and records of the other party shall bear the expense of
conducting such an audit, including the expenses of the other party reasonably
incurred in connection with the audit, but not including the costs associated
with the time spent on audit-related matters by directors, officers, or
employees of the other party and the associated overhead expenses incurred by
such party.

13.      INVESTIGATIONS AND PROCEEDINGS

         (a)   COOPERATION

               The Distributor and the Insurance Company shall notify each other
         promptly of and cooperate fully in any insurance regulatory
         investigation or proceeding or judicial proceeding arising in
         connection with the offering, sale or distribution of the Variable
         Products pursuant to this Agreement. Further, the Distributor and the
         Insurance Company shall cooperate fully in any securities regulatory
         investigation or proceeding or judicial proceeding with respect to the
         Insurance Company, the Distributor, their affiliates, agents or
         employees to the extent that such investigation or proceeding is in
         connection with the offering, sale or distribution of the Variable
         Products pursuant to this Agreement.


                                       17

<PAGE>   21



         (b)   COMPLAINTS

               The Insurance Company and the Distributor shall notify each other
         promptly of any complaint received by any party with respect to the
         Insurance Company, the Distributor or any of their affiliates, agents
         or employees or which may affect the Insurance Company's issuance of
         any Variable Product marketed under this Agreement. In the case of a
         substantive complaint, the Distributor and the Insurance Company shall
         cooperate in investigating such complaint and any such response by any
         party to such complaint shall be sent to the other party for written
         approval not less than five (5) business days prior to its being sent
         to the complainant or any regulatory authority. In any event, neither
         party shall release any such response without the other party's prior
         written approval.

14.      TERM AND TERMINATION

         (a)   TERM --This Agreement shall be effective from the date hereof
         through December 31, 2001, which term shall automatically be extended
         for a period of three years and tri-annually thereafter for an
         additional period of three years until this Agreement is sooner
         terminated in accordance with the terms of the Agreement.

         (b)   TERMINATION -- No party hereto may terminate this Agreement
         except as expressly provided in this Section 14(b).

               (1)  Any party hereto may terminate this Agreement effective the
               date that the term of this Agreement would otherwise
               automatically be renewed upon written notice delivered to the
               other party not less than 30 nor more than 60 days prior to such
               effective date, which notice shall specify that it is being given
               pursuant to this Section 14(b)(1).

               (2)  A party (the "Terminating Party") may terminate this
               Agreement for cause if:

                    (i)  another party (the "Breaching Party") materially
                    breaches this Agreement,

                    (ii) the Terminating Party has delivered to the Breaching
                    Party a notice specifying that it is a notice of breach
                    being given pursuant to this Section 14(b)(2), and


                                       18

<PAGE>   22



                    (iii) the Breaching Party has not cured that breach within
                    30 days after the delivery of the notice.

               (3)  A Terminating Party may terminate this Agreement for cause
               (upon 30 days' written notice to the other party) if, as a result
               of

                    (i)  the voluntary institution by the Distributor of
                    bankruptcy proceedings or the voluntary institution by the
                    Insurance Company of insolvency or rehabilitation
                    proceedings under any state insurance laws or regulations
                    (each an "Insolvent Party") or

                    (ii) a formal order or written finding by a court of
                    competent jurisdiction that the Insolvent Party is bankrupt
                    or insolvent,

               there is a degradation of the Insolvent Party's reputation that
               would materially impair the ability of the Insolvent Party to
               carry out its obligations under this Agreement.

         (c)   SOLICITATION AFTER TERMINATION -- Upon termination of this
         Agreement for any reason, the Distributor agrees that it will not take
         any action designed or calculated to result in the transfer or exchange
         of Contracts or Policies.

         (d)   SURVIVAL -- The provisions of Sections 10, 11, 18 and 19
         (Representations and Warranties, Indemnification, Arbitration and
         Confidentiality, respectively) shall survive the termination of this
         Agreement.


15.      RIGHTS UPON TERMINATION

         (a)   In no event will any further compensation be paid to the
         Distributor should the Insurance Company terminate this Agreement for
         cause pursuant to Section 14(b)(2) or Section 14(b)(3).

         (b)   As of the date of termination, the Insurance Company shall have
         the right to set off against any monies it owes the Distributor any
         amounts owed by the Distributor to the Insurance Company. In the event
         that the amounts owed by the Distributor exceed the amounts owed by the
         Insurance Company, the difference shall become immediately due and
         payable by the Distributor.


                                       19

<PAGE>   23



         (c)   In the event that either party does not pay within two weeks
         after termination the net amount it owes, then the net amount owed will
         accrue interest, compounded daily, at the fluctuating prime interest
         rate charged by [redacted].

         (d)   [redacted]

         (e)   If the Insurance Company terminates this Agreement pursuant to
         Section 14(b)(1), the Insurance Company, after the termination of this
         Agreement, shall continue to:

               (1)  pay the Distributor the compensation set forth in Schedule 5
               to this Agreement; and

               (2)  offer all of the Variable Products identified on Schedule 2
               to this Agreement for a period of not less than one (1) year from
               the date of termination of this Agreement, during which period of
               time (i) the Insurance Company shall employ at least the same
               level of efforts in offering and supporting the Variable Products
               as it did before the termination of this Agreement and (ii) the
               terms of this Agreement shall remain in full force and effect as
               though the Agreement had not been terminated.

         (f)   If the Distributor terminates this Agreement pursuant to Section
         14(b)(1), the Insurance Company, after the termination of this
         Agreement, shall continue to pay the Distributor the compensation set
         forth in Schedule 5 to this Agreement.

16.      INDEPENDENT CONTRACTOR

         The Distributor shall act as an independent contractor in the
performance of its duties and obligations under this Agreement and nothing
herein contained shall constitute the Distributor, Broker-Dealers,
Representatives or employees or officers of the Distributor or Broker-Dealers as
employees of the Insurance Company in connection with the distribution of the
Variable Products.

17.      NOTICES

         Any notice required or permitted under this Agreement shall be
delivered personally or sent by facsimile or by registered or certified mail,
return receipt requested, with all postage prepaid:


                                       20

<PAGE>   24



         (a)      TO THE DISTRIBUTOR:

                  LIS Securities
                  One Chase Manhattan Plaza
                  New York, New York 10005
                  Attention:  Michael Hartnett
                  Fax: (212) 859-2671

         (b)      TO THE INSURANCE COMPANY:

                  Kemper Investors Life Insurance Company
                  1 Kemper Drive
                  Long Grove, Illinois 60049
                  Attention: General Counsel
                  Fax: (847) 969-3529

         A party may change its address or fax number for the delivery of
notices by delivering a written notice to the other party at its last specified
address. All notices shall be effective upon delivery; provided that any notice
sent by facsimile shall be deemed ineffective unless a copy of the notice is
also delivered personally or sent by express courier or mail for delivery on the
same or next business day.

18.      ARBITRATION

         Any dispute between the Distributor and the Insurance Company arising
under or relating to this Agreement shall be settled by compulsory arbitration
before a panel of three (3) arbitrators in accordance with the Commercial
Arbitration Rules then in force of the American Arbitration Association. The
arbitration shall take place in Chicago, Illinois, unless some other location is
mutually agreed upon by the parties in dispute. Each party shall bear its own
costs and expenses in any such arbitration, except that the Distributor and the
Insurance Company shall bear the expenses of the arbitrators' services equally.

19.      CONFIDENTIALITY

         (a)   GENERALLY. Each party will hold the other party's Confidential
         Information (as defined below) in confidence and will safeguard it as
         provided herein. The party receiving Confidential Information will not,
         directly or indirectly, report, publish, distribute, disclose, or
         otherwise disseminate the Confidential Information, or any portion
         thereof, to any third party including its affiliates, and will not use
         the

                                       21

<PAGE>   25


         Confidential Information, or any portion thereof, for the benefit of
         itself or any third party including its affiliates or for any purpose,
         except only as necessary to perform its duties and exercise its rights
         hereunder, or as expressly authorized in writing by the party who owns
         such Confidential Information. Disclosure of Confidential Information
         internally by a recipient will be limited to those of its and its
         affiliates' officers, directors, employees, and agents on a "need to
         know" basis who must have access to the Confidential Information to
         enable such party to perform its duties and exercise its rights
         hereunder. In order to safeguard the Confidential Information, each
         party shall (i) inform each recipient of the Confidential Information
         of the confidential nature thereof and of the requirements of this
         Agreement, (ii) direct such recipients to comply with the terms of this
         Agreement, and (iii) exercise any other precautions necessary to
         prevent any improper use or disclosure of Confidential Information.

         (b)   DEFINITION. "Confidential Information" shall mean: (i)
         information regarding a party's or such party's affiliates', financial
         condition, information systems, business operations, plans and
         strategies, products or services, customers and prospective customers,
         and marketing and distribution plans, methods and techniques; (ii)
         information that is marked "confidential", "proprietary" or in like
         words, or that is summarized in writing as being confidential prior to
         or promptly after disclosure to the other party; (iii) any and all
         related research; and (iv) any and all designs, ideas, concepts, and
         technology embodied therein. Confidential Information of the
         Distributor or its affiliates that is to be kept confidential by the
         Insurance Company shall also include: (v) [redacted]; (vi) specific
         marketing and training materials of each Broker-Dealer; (vii) any
         information of the Distributor or its affiliates in any form whatsoever
         that is covered by a patent issued by the United States Patent and
         Trademark Office; and (viii) any information relating to the [redacted]
         illustration and case management system.

         Information is not considered confidential or proprietary if such
         information: (1) is or becomes generally available to the public other
         than as a result of disclosure by the recipient; (2) was available to
         or already known by the recipient on a non-confidential basis prior to
         its receipt from the party claiming confidentiality; (3) is developed
         by the recipient independently of any information or data acquired from
         the party claiming confidentiality; or (4) is disclosed pursuant to a
         court order or the requirement of any federal or state regulatory,
         judicial, or government authority.

         (c)   REMEDIES. Each party acknowledges and agrees that monetary
         damages would not be a sufficient or adequate remedy for a breach or
         anticipated breach of this Section and that, in addition to any other
         legal or equitable remedies which may be available,

                                       22

<PAGE>   26



         each party shall be entitled to specific performance and injunctive
         relief for any breach or anticipated breach of this Section.

         (d)   SURVIVAL. The provisions of this Section shall survive the
         expiration or other termination of this Agreement.

20.      SEVERABILITY

         If any provision of this Agreement is held to be unenforceable or
invalid, that provision shall be severed from this Agreement and the remainder
of this Agreement shall remain in full force and effect.

21.      CHOICE OF LAW

         This Agreement and any disputes, actions or other proceedings arising
under or relating to it shall be governed by law of the State of Illinois
without regard to its principles of conflicts of law.

22.      NO WAIVER

         No failure or delay on the part of any party hereto in exercising any
power or right under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. No waiver
by any party of any provision of this Agreement, nor of any breach or default,
shall be effective unless in writing and signed by the party against whom such
waiver is to be enforced.

23.      AGREEMENT NON-ASSIGNABLE

         Any assignment of this Agreement in whole or in part by a party without
the prior written consent of the other parties thereto shall be void and shall
vest no rights in the assignee.

24.      EXHIBITS AND SCHEDULES

         The Exhibits and Schedules to this Agreement are a part of this
Agreement as if set forth in full herein.


                                       23

<PAGE>   27



25.      HEADINGS

         The headings herein are for the purpose of convenience only and have no
legal force, meaning or effect.

26.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties and there are no warranties,
representations and/or agreements between the parties in conjunction with the
subject matter hereof except as set forth in this Agreement. This Agreement,
including any Schedule or Exhibit hereto, may be amended or modified only by
written instrument, executed by duly authorized officers of the parties.



         IN WITNESS WHEREOF, the parties to this Agreement have caused it to be
executed as of the date first above written.

LIFE INSURANCE SOLUTIONS, LLC                KEMPER INVESTORS LIFE INSURANCE
D/B/A LIS SECURITIES                              COMPANY

By:                                          By:
   --------------------------------             --------------------------------
Name:                                        Name:
     ------------------------------               ------------------------------
Title:                                       Title:
      -----------------------------                -----------------------------



                                       24

<PAGE>   28




                                   SCHEDULE 1
                          DISTRIBUTOR AGENCY AFFILIATES












                                   [redacted]



<PAGE>   29




                                   SCHEDULE 2
                                VARIABLE PRODUCTS


<TABLE>
<CAPTION>
- ----------------      -------------------------   -------   -----------------------------------------------
PRODUCT               POLICY/CERTIFICATE NUMBER             DESCRIPTION
- ----------------      -------------------------   -------   -----------------------------------------------
<S>                   <C>                         <C>       <C>
[redacted]                   [redacted]                                       [redacted]


- ----------------      -------------------------   -------   -----------------------------------------------
FIRST FOUNDATION                       L - 8161             Registered Individual Variable Universal Life
- ----------------      -------------------------   -------   -----------------------------------------------
                                       L - 8162             Registered Survivorship Variable Universal Life
- ----------------      -------------------------   -------   -----------------------------------------------
</TABLE>



<PAGE>   30




                                   SCHEDULE 3




                                   [redacted]


<PAGE>   31




                                   SCHEDULE 4




                                   [redacted]



<PAGE>   32




                                   SCHEDULE 5
                              COMPENSATION SCHEDULE



                                   [redacted]


<PAGE>   33



                                   SCHEDULE 6




                                   [redacted]


<PAGE>   34



                                   SCHEDULE 7



                                   [redacted]




<PAGE>   35



                                   SCHEDULE 8




                                   [redacted]




<PAGE>   36



                                   SCHEDULE 9




                                   [redacted]

<PAGE>   1
                               EXHIBIT 1.(5)(a)

                          FORM OF INDIVIDUAL POLICY



<PAGE>   2
KEMPER INVESTORS LIFE INSURANCE COMPANY                     [ZURICH KEMPER LOGO]
A Stock Life Insurance Company
1 Kemper Drive
Long Grove, Illinois 60049-0001



    INSURED            JOHN DOE         ISSUE AGE         35

    POLICY DATE        JAN 01 1998      POLICY NUMBER     7008161
                                        
    INITIAL SPECIFIED  $50,000          DATE OF ISSUE     JAN 01 1998
    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.


      [SIG]                             [SIG]
     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.


Policy Form No. L-8161
<PAGE>   3
INDEX                                               PAGE NO.

Policy Specifications                                      A

Definitions                                                1

General Provisions                                         2

Death Benefit Provisions                                   5

Premium Provisions                                         6

General Account Provisions                                 7   
                                                               
Variable Account Provisions                                8

Non-Forfeiture Provisions                                 10   
                                                               
Transfer Provisions                                       11   
                                                               
Withdrawal Provisions                                     12   
                                                               
Policy Loan Provisions                                    12   
                                                               
Surrender Value Provisions                                13   
                                                               
Transfer, Withdrawal, Loan  & Surrender Procedures        13   
                                                               
Settlement Provisions                                     14   
                                                            
Settlement Option Table                                   16


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 Definitions or itemized on the
Policy Specifications page. 


L-8161

<PAGE>   4
                             POLICY SPECIFICATIONS



INSURED            JOHN DOE                ISSUE AGE      35
          
POLICY DATE        JAN 01, 1998            POLICY NUMBER  7008161
          
INITIAL SPECIFIED  $50,000                 DATE OF ISSUE  JAN 01, 1998
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, 2063  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 CASH VALUE.



                              PREMIUM INFORMATION


INITIAL PREMIUM                                             $580.13
                                  
PLANNED PREMIUM                                             $580.13 ANNUAL
                                  
INSURED RATE CLASS                                          STANDARD NON-TOBACCO







L-8161 CVA                                              Page A

<PAGE>   5
                             POLICY SPECIFICATIONS                            
                                                                              
                                                                              
INSURED            JOHN DOE                     ISSUE AGE             35      
                                                                              
POLICY DATE        JAN 01, 1998                 POLICY NUMBER         7008161 
                                                                              
                                                                              
                                                                              
                                                                              
MONTHLY PROCESSING DATE                       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                               [     6.00%]                    
                                                                              
MAXIMUM FIXED ACCOUNT TRANSFER AMOUNT         [    30.00%]                    
                                                                              
MONTHLY ADMINISTRATIVE                                                          
 CHARGE                    [FIRST POLICY YEAR OR FIRST YEAR OF INCREASE  $20.00]
                           [POLICY YEARS TWO AND LATER                    $5.00]
                                                                                
                                                                                
MORTALITY AND EXPENSE RISK CHARGE                                               
                                                                                
     CURRENT BASED ON CUMULATIVE PREMIUMS LESS CUMULATIVE WITHDRAWALS LESS 
     CUMULATIVE LOANS                                                           
     
                                                                                
     [UP TO  $100,000                       0.65%]                              
     [BETWEEN $100,001 AND $250,000         0.50%]                              
     [BETWEEN $250,001 AND $500,000         0.40%]                              
     [IN EXCESS OF $500,000                 0.30%]                              
                                                                                
     GUARANTEED                             0.90%                               
                                                                                
ACCOUNT MAINTENANCE CHARGE                 [0.45%]                              
                                                                                
                                                                                
                                                                                
MINIMUM PREMIUM                            [$600.00 PER YEAR]                   
                                           [$300.00 PER HALF YEAR]              
                                           [$150.00 PER QUARTER]                
                                           [$150.00 UNSCHEDULED]                
                                           [$ 50.00 PER MONTH]                  
                                                                                
                                                                                
L-8161 CVA                                                              Page B1
<PAGE>   6
                            POLICY SPECIFICATIONS

INSURED         JOHN DOE                        ISSUE AGE       35

POLICY DATE     JAN 01, 1998                    POLICY NUMBER   7008161



IRC SECTION 7702 TEST           CASH VALUE ACCUMULATION


                         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>
35        4.29338   51        2.53926     67     1.62187      83    1.21202
36        4.15078   52        2.46130     68     1.58427      84    1.19721
37        4.01296   53        2.38649     69     1.54843      85    1.18354
38        3.88005   54        2.31475     70     1.51426      86    1.17094
39        3.75188   55        2.24606     71     1.48174      87    1.15926
40        3.62840   56        2.18031     72     1.45131      88    1.14836
41        3.50943   57        2.11740     73     1.42218      89    1.13801
42        3.39495   58        2.05714     74     1.39483      90    1.12801
43        3.28468   59        1.99941     75     1.36926      91    1.11814
44        3.17857   60        1.94414     76     1.34533      92    1.10815
45        3.07635   61        1.89128     77     1.32290      93    1.09777
46        2.97801   62        1.84074     78     1.30181      94    1.08664
47        2.88340   63        1.79251     79     1.28186      95    1.07459
48        2.79235   64        1.74656     80     1.26291      96    1.06163
49        2.70471   65        1.70288     81     1.24494      97    1.04821
50        2.62040   66        1.66136     82     1.22795      98    1.03587
                                                              99    1.02597

</TABLE>

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


L-8161 CVA                                                              Page B2

<PAGE>   7




                             POLICY SPECIFICATIONS



INSURED            JOHN DOE                         ISSUE AGE         35

POLICY DATE        JAN 01, 1998                     POLICY NUMBER     7008161

TRADE DATE         JAN 31, 1998




   FIXED ACCOUNT                                    INITIAL PREMIUM ALLOCATION

   SEPARATE ACCOUNT

  [MONEY MARKET                                                  100%       ]
  [EVERGREEN VA                                                             ]
  [EVERGREEN VA GROWTH AND INCOME                                           ]
  [EVERGREEN VA FOUNDATION                                                  ]
  [EVERGREEN VA GLOBAL LEADERS                                              ]
  [EVERGREEN VA STRATEGIC INCOME                                            ]
  [EVERGREEN VA AGGRESSIVE GROWTH                                           ]
  [TOTAL RETURN                                                             ]
  [HIGH YIELD                                                               ]
  [GROWTH                                                                   ]
  [GOVERNMENT SECURITIES                                                    ]
  [INTERNATIONAL                                                            ]
  [SMALL CAP GROWTH                                                         ]
  [INVESTMENT GRADE BOND                                                    ]
  [VALUE                                                                    ]
  [SMALL CAP VALUE                                                          ]
  [VALUE+ GROWTH                                                            ]
  [HORIZON 20+                                                              ]
  [HORIZON 10+                                                              ]
  [HORIZON 5                                                                ]
  [BLUE CHIP                                                                ]
  [GLOBAL INCOME                                                            ]



L-8161 CVA                                                           Page C

<PAGE>   8
                             POLICY SPECIFICATIONS


INSURED           JOHN DOE                      ISSUE AGE               35

POLICY DATE       JAN 01, 1998                  POLICY NUMBER           7008161




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


<TABLE>
<CAPTION>
ATTAINED                                ATTAINED                               ATTAINED
AGE*      NON-TOBACCO    TOBACCO        AGE*         NON-TOBACCO  TOBACCO      AGE*         NON-TOBACCO  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
34        0.13428        0.20694        67           2.18574      3.67025
</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.

L-8161 CVA                                                                Page D

<PAGE>   9
                             POLICY SPECIFICATIONS



INSURED            JOHN DOE                          ISSUE AGE      35
                    
POLICY DATE        JAN 01, 1998                      POLICY NUMBER  7008161
                    
INITIAL SPECIFIED  $50,000                           DATE OF ISSUE  JAN 01, 1998
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, 2063  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                            $721.09
                 
PLANNED PREMIUM                            $721.09 ANNUAL
                 
INSURED RATE CLASS                         STANDARD NON-TOBACCO


L-8161 GP                                                                 Page A

<PAGE>   10
                                                                              
                                                                              
                             POLICY SPECIFICATIONS                            
                                                                              
                                                                              
INSURED            JOHN DOE                     ISSUE AGE             35      
                                                                              
POLICY DATE        JAN 01, 1998                 POLICY NUMBER         7008161 
                                                                              
                                                                              
                                                                              
                                                                              
MONTHLY PROCESSING DATE                       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                               [     6.00%]                    
                                                                              
MAXIMUM FIXED ACCOUNT TRANSFER AMOUNT         [    30.00%]                    
                                                                              
MONTHLY ADMINISTRATIVE                                                          
 CHARGE                    [FIRST POLICY YEAR OR FIRST YEAR OF INCREASE  $20.00]
                           [POLICY YEARS TWO AND LATER                    $5.00]
                                                                                
                                                                                
MORTALITY AND EXPENSE RISK CHARGE                                               
                                                                                
     CURRENT BASED ON CUMULATIVE PREMIUMS LESS CUMULATIVE WITHDRAWALS LESS     
     CUMULATIVE LOANS                                                  
                                                                       
     [UP TO  $100,000                       0.65%]                     
     [BETWEEN $100,001 AND $250,000         0.50%]                     
     [BETWEEN $250,001 AND $500,000         0.40%]                     
     [IN EXCESS OF $500,000                 0.30%]                     
                                                                       
     GUARANTEED                             0.90%                      
                                                                       
ACCOUNT MAINTENANCE CHARGE                 [0.45%]                     
                                                                       
                                                                       
                                                                       
MINIMUM PREMIUM                            [$600.00 PER YEAR]          
                                           [$300.00 PER HALF YEAR]     
                                           [$150.00 PER QUARTER]       
                                           [$150.00 UNSCHEDULED]       
                                           [$ 50.00 PER MONTH]         
                                                                       
                                                                       
                                                                       
L-8161 GP                                                               Page B1
<PAGE>   11
                             POLICY SPECIFICATIONS                           
                                                                             
                                                                             
INSURED            JOHN DOE                     ISSUE AGE             35     
                                                                             
POLICY DATE        JAN 01, 1998                 POLICY NUMBER         7008161

IRC SECTION 7702 TEST                           GUIDELINE PREMIUMS

                         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        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.





L-8161 GP                                                               Page B2

<PAGE>   12
                             POLICY SPECIFICATIONS



INSURED            JOHN DOE                         ISSUE AGE         35

POLICY DATE        JAN 01, 1998                     POLICY NUMBER     7008161

TRADE DATE         JAN 31, 1998




   FIXED ACCOUNT                       INITIAL PREMIUM ALLOCATION

   SEPARATE ACCOUNT

  [MONEY MARKET                                 100%                        ]
  [EVERGREEN VA                                                             ]
  [EVERGREEN VA GROWTH AND INCOME                                           ]
  [EVERGREEN VA FOUNDATION                                                  ]
  [EVERGREEN VA GLOBAL LEADERS                                              ]
  [EVERGREEN VA STRATEGIC INCOME                                            ]
  [EVERGREEN VA AGGRESSIVE GROWTH                                           ]
  [TOTAL RETURN                                                             ]
  [HIGH YIELD                                                               ]
  [GROWTH                                                                   ]
  [GOVERNMENT SECURITIES                                                    ]
  [INTERNATIONAL                                                            ]
  [SMALL CAP GROWTH                                                         ]
  [INVESTMENT GRADE BOND                                                    ]
  [VALUE                                                                    ]
  [SMALL CAP VALUE                                                          ]
  [VALUE+ GROWTH                                                            ]
  [HORIZON 20+                                                              ]
  [HORIZON 10+                                                              ]
  [HORIZON 5                                                                ]
  [BLUE CHIP                                                                ]
  [GLOBAL INCOME                                                            ]


L-8161 GP                                                               Page C
<PAGE>   13
                             POLICY SPECIFICATIONS


INSURED         JOHN DOE                        ISSUE AGE                    35

POLICY DATE     JAN 01, 1998                    POLICY NUMBER           7008161


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


<TABLE>
<CAPTION>
ATTAINED                            ATTAINED                               ATTAINED
AGE*      NON-TOBACCO  TOBACCO      AGE*         NON-TOBACCO  TOBACCO      AGE*            NON-TOBACCO           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
34        0.13428      0.20694      67           2.18574      3.67025
</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.

                                       
L-8161 GP                                                               Page D

<PAGE>   14
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.

                      CASH VALUE:  The sum of the policy assets in the Separate
                      Account, Fixed Account and Loan Account.

                      DEBT:  The principal of any outstanding loan under this
                      policy plus 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.

                      FUND(S):  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: The person whose life is covered by the Policy 
                      and who is named in the Policy Specifications.
                    
                      ISSUE AGE:  The Insured's Age as of his or her nearest
                      birthday on the Policy Date.

                      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 Maturity Date is stated in the Policy
                      Specifications.   It is the Policy Date 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.
                      
                      NET AMOUNT AT RISK:  The Death Benefit divided by 
                      1.0024663 minus the Cash Value.                          

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

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


<PAGE>   15

                                                                          Page 2

                       POLICY YEAR: Each year commencing with the Policy Date
                       and each Policy Date anniversary thereafter.          
                                                         
                       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 KILICO Variable Separate Account-2
                       which was established under Law as a separate investment
                       account of Kemper Investors Life Insurance Company.

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

                       SPECIFIED AMOUNT:  The amount shown in the Policy
                       Specifications chosen by the Owner and used to calculate
                       the Death Benefit.

                       SUBACCOUNT:  A subdivision of the Separate Account.  The
                       Subaccounts initially 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 30 days following the
                       Issue Date of this policy.  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 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.

                       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. Any such change or
                       waiver must be in writing and signed by one of such
                       officers. No agent or person other than such officers
                       can change or waive the terms of this policy.

<PAGE>   16

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 Life 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.

SUICIDE:               If the Insured dies by suicide, while san 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, whether sane or insane,
                       within two years of 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;


L-8161                                                                    Page 3

<PAGE>   17
L-8161                                                                    Page 4

      

                            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

                            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 or 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.

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

<PAGE>   18


DEATH BENEFIT PROVISIONS

DEATH BENEFIT          The Death Benefit is based on the Specified Amount, the
                       Death Benefit Option, the Death  Benefit Qualification
                       Test chosen by You in the application, and a Death
                       Benefit percentage (as set forth in the Table of Death
                       Benefit Factors) applicable at the time of death.  The
                       Initial Specified Amount, the Death Benefit Option, the
                       Death Benefit Qualification Test,  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 withdrawal.

DEATH BENEFIT 
QUALIFICATION TEST     One of two Death Benefit Qualification Tests is chosen
                       by You in the application and is stated in the Policy
                       Specifications. Once chosen, the Death Benefit
                       Qualification Test cannot be changed for the duration of
                       the policy.  The Death Benefit Qualification Test is the
                       method for qualifying the policy as life insurance for
                       purposes of federal tax law.

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. a Death Benefit percentage (as set forth in 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. a Death Benefit percentage (as set forth in 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:

L-8161                                                                    Page 5
<PAGE>   19

L-8161                                                                    Page 6


                            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.

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 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 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.


<PAGE>   20


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 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 Non-Forfeiture   
                       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 
                       
L-8161                                                                    Page 7

<PAGE>   21

L-8161                                                                    Page 8


                       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 the Fixed
                       Account Value. 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; minus

                            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

SEPARATE 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 THE     The assets equal to the reserves and other liabilities 
SEPARATE ACCOUNT       of the Separate Account will not be charged with  
                       liabilities arising out of any other business We may 
                       conduct.  The assets of the Separate 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 (defined below) 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


<PAGE>   22

                            7. any amounts borrowed from the Subaccount during 
                               the Valuation Period.
                       
FUND(S)                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   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.


L-8161                                                                    Page 9

<PAGE>   23

L-8161                                                                   Page 10

                       
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.
                       
                       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 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 
                                  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 share 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 Maintenance 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 the Policy Date and 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 unless otherwise 
                       requested.

COST OF INSURANCE      The Cost of Insurance is determined on the Policy
                       Date and 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.


<PAGE>   24

COST OF INSURANCE      The monthly Cost of Insurance Rate is based on the
RATE                   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
                       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 or to the
                       Fixed Account 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.  The Maximum Fixed
                               Account Transfer Amount as a percentage of the 
                               Fixed Account Value is shown in the Policy 
                               Specifications;
                       
                            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.

L-8161                                                                   Page 11


<PAGE>   25
                                                                         
L-8161                                                                   Page 12

                       
                       We reserve the right at any time and without prior
                       notice to any party to terminate, suspend or modify 
                       the transfer provision described above.  
                       
                       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 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 Account 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 equal 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.   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. 

                       
                       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.

<PAGE>   26
                       
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       The Debt on this policy will reduce the amount of Cash 
LOANS                  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.
                       
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.
                       

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 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.

L-8161                                                                   Page 13

<PAGE>   27
L-8161                                                                   Page 14
                       
SETTLEMENT PROVISIONS  
                       
SETTLEMENT OPTIONS     The Owner, 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 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                
                       
<PAGE>   28


SUPPLEMENTARY          A supplementary contract will be issued to reflect 
CONTRACT               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 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                   be paid in one lump sum to the estate of the payee 
                       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          Unless otherwise provided in the supplementary contract
BENEFITS               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.
                       
L-8161                                                                   Page 15
                       
                       


<PAGE>   29



                            SETTLEMENT OPTION TABLE

           AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000 OF VALUE APPLIED

OPTION ONE - INCOME FOR SPECIFIED PERIOD

<TABLE>
<CAPTION>

Number                      Number                      |     Number                       Number               
of years       Monthly      of years        Monthly     |     of years       Monthly       of years        Monthly
selected       Payment      selected        payment     |     selected       Payment       selected        Payment
- -------------------------------------------------------------------------------------------------------------------
  <S>            <C>          <C>              <C>      |        <C>           <C>            <C>             <C>
   5             17.69        12               8.01     |        19            5.48           26              4.33
   6             14.92        13               7.48     |        20            5.27           27              4.22
   7             12.94        14               7.03     |        21            5.08           28              4.11
   8             11.46        15               6.64     |        22            4.90           29              4.02
   9             10.31        16               6.29     |        23            4.74           30              3.92
  10              9.39        17               5.99     |        24            4.59
  11              8.64        18               5.72     |        25            4.46
- -------------------------------------------------------------------------------------------------------------------

OPTIONS TWO AND THREE - LIFE INCOME WITH INSTALLMENTS GUARANTEED:

Age of            Monthly payments Guaranteed           |  Age of            Monthly Payment Guaranteed
 Male                                                   |  Female
Payee          None      60      120     180     240    |  Payee          None      60      120     180     240
- -------------------------------------------------------------------------------------------------------------------
  <S>    |    <C>        <C>     <C>     <C>     <C>    |   <C>     |      <C>     <C>      <C>     <C>      <C>
  55     |    3.98       3.97    3.94    3.88    3.81   |    55     |      3.62    3.61     3.60    3.58     3.54
  56     |    4.05       4.04    4.01    3.95    3.86   |    56     |      3.68    3.67     3.66    3.64     3.59
  57     |    4.14       4.12    4.09    4.02    3.92   |    57     |      3.75    3.74     3.73    3.70     3.65
  58     |    4.22       4.21    4.17    4.09    3.99   |    58     |      3.82    3.81     3.79    3.76     3.71
  59     |    4.31       4.30    4.25    4.17    4.05   |    59     |      3.89    3.88     3.86    3.83     3.77
  60     |    4.41       4.39    4.34    4.25    4.11   |    60     |      3.97    3.96     3.94    3.90     3.83
  61     |    4.51       4.50    4.44    4.33    4.18   |    61     |      4.05    4.04     4.02    3.97     3.89
  62     |    4.62       4.60    4.54    4.42    4.26   |    62     |      4.14    4.13     4.10    4.05     3.96
  63     |    4.74       4.72    4.64    4.51    4.31   |    63     |      4.23    4.22     4.19    4.13     4.03
  64     |    4.86       4.84    4.75    4.60    4.38   |    64     |      4.33    4.32     4.28    4.21     4.10
  65     |    4.99       4.96    4.87    4.69    4.45   |    65     |      4.44    4.42     4.38    4.30     4.17
  66     |    5.14       5.10    4.99    4.79    4.51   |    66     |      4.55    4.53     4.48    4.39     4.24
  67     |    5.29       5.25    5.12    4.89    4.58   |    67     |      4.67    4.65     4.59    4.48     4.31
  68     |    5.45       5.40    5.25    4.99    4.64   |    68     |      4.79    4.77     4.70    4.58     4.39
  69     |    5.62       5.57    5.39    5.09    4.71   |    69     |      4.93    4.90     4.82    4.68     4.46
  70     |    5.81       5.74    5.54    5.20    4.77   |    70     |      5.07    5.04     4.95    4.78     4.53
  71     |    6.00       5.93    5.69    5.30    4.83   |    71     |      5.23    5.19     5.09    4.89     4.61
  72     |    6.21       6.12    5.85    5.41    4.88   |    72     |      5.39    5.35     5.23    5.00     4.68
  73     |    6.44       6.33    6.01    5.51    4.93   |    73     |      5.57    5.52     5.38    5.11     4.74
  74     |    6.68       6.55    6.17    5.61    4.98   |    74     |      5.76    5.71     5.53    5.23     4.81
  75     |    6.94       6.79    6.35    5.71    5.02   |    75     |      5.96    5.90     5.70    5.34     4.87
  76     |    7.21       7.03    6.52    5.80    5.06   |    76     |      6.19    6.11     5.87    5.46     4.93
  77     |    7.50       7.29    6.70    5.90    5.09   |    77     |      6.43    6.34     6.05    5.57     4.98
  78     |    7.82       7.57    6.68    5.98    5.12   |    78     |      6.69    6.58     6.24    5.68     5.03
  79     |    8.16       7.86    7.06    6.06    5.15   |    79     |      6.97    6.84     6.43    5.79     5.07
  80     |    8.52       8.46    7.20    6.14    5.17   |    80     |      7.28    7.12     6.63    5.90     5.11
  81     |    8.90       8.48    7.42    6.21    5.19   |    81     |      7.61    7.41     6.83    5.99     5.14
  82     |    9.32       8.84    7.59    6.27    5.21   |    82     |      7.97    7.73     7.03    6.09     5.17
  83     |    9.77       9.16    7.76    6.33    5.22   |    83     |      8.36    8.06     7.24    6.17     5.19
  84     |   10.24       9.52    7.93    6.38    5.24   |    84     |      8.78    8.42     7.44    6.24     5.21
  85     |   10.75       9.90    8.09    6.43    5.24   |    85     |      9.24    8.79     7.64    6.31     5.22
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              
OPTION FOUR - JOINT AND 100% SURVIVOR INCOME                                  

<TABLE>
<CAPTION>
                                                                               
Age of |                         Age of Female Payee
Male   |
Payee  |   55        60        65        70        75        80         85
<S>    |  <C>       <C>       <C>       <C>       <C>       <C>        <C>
 55    |  3.32      3.47      3.60      3.71      3.80      3.87       3.91
 60    |  3.41      3.60      3.79      3.96      4.11      4.22       4.30
 65    |  3.47      3.71      3.96      4.22      4.45      4.64       4.78
 70    |  3.52      3.80      4.11      4.46      4.80      5.12       5.38
 75    |  3.56      3.86      4.23      4.66      5.14      5.63       6.07
 80    |  3.58      3.90      4.31      4.81      5.42      6.11       6.80   
 85    |  3.60      3.93      4.36      4.92      5.63      6.51       7.51   
</TABLE>


L-8161                                                                 Page 16





<PAGE>   30

















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 is a legal contract between you and us.

READ YOUR POLICY CAREFULLY

KEMPER INVESTORS LIFE INSURANCE COMPANY
A Stock Life Insurance Company
1 Kemper Drive, Long Grove, Illinois 60049-0001


Policy Form No. L-8161 


<PAGE>   1

                                EXHIBIT 1.(5)(b)

                          FORM OF SURVIVORSHIP POLICY
<PAGE>   2

                                                           [ZURICH KEMPER LOGO]


KEMPER INVESTORS LIFE INSURANCE COMPANY
A Stock Life Insurance Company
1 Kemper Drive
Long Grove, IL 60049-0001


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

POLICY DATE        JAN 01 1998          POLICY NUMBER     7008162

INITIAL SPECIFIED  $1,000,000           DATE OF ISSUE  JAN 01 1998
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.

       [SIG]                                     [SIG]
     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. L-8162


<PAGE>   3


<TABLE>
        <S>                                                     <C>
        INDEX                                                   PAGE NO.

        Policy Specifications                                          A

        Definitions                                                    1

        General Provisions                                             2

        Death Benefit Provisions                                       5

        Premium Provisions                                             6

        General Account Provisions                                     8

        Variable Account Provisions                                    8

        Non-Forfeiture Provisions                                     11

        Transfer Provisions                                           12

        Withdrawal Provisions                                         12

        Policy Loan Provisions                                        12

        Surrender Value Provisions                                    13

        Transfer, Withdrawal, Loan and Surrender Procedures           13

        Settlement Provisions                                         14

        Settlement Option Table                                       16
</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 Definitions or itemized
on the Policy Specifications page.


L-8162           

<PAGE>   4

                             POLICY SPECIFICATIONS


INSURED            JOHN DOE                     ISSUE AGE      35
                   JANE DOE                                    35

POLICY DATE        JAN 01, 1998                 POLICY NUMBER  7008162

INITIAL SPECIFIED  $1,000,000                   DATE OF ISSUE  JAN 01, 1998
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, 2063   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                         $8,550.21

PLANNED PREMIUM                         $8,550.21 ANNUAL

INSURED RATE CLASS                      STANDARD NON-TOBACCO
                                        STANDARD NON-TOBACCO





L-8162 GP                                                                 Page A

<PAGE>   5


                             POLICY SPECIFICATIONS

 INSURED        JOHN DOE                             ISSUE AGE              35
                JANE DOE                                                    35

 POLICY DATE    JAN 01, 1998                         POLICY NUMBER     7008162


 MONTHLY PROCESSING DATE                    DAY 01 OF EACH MONTH

 DEDUCTION PERIOD                           65 YEARS, 00 MONTHS

 MINIMUM SPECIFIED AMOUNT                   [$1,000,000.00]

 MINIMUM CHANGE IN SPECIFIED AMOUNT         [$25,000.00]

 MINIMUM WITHDRAWAL AMOUNT                  [$   500.00]

 MINIMUM LOAN AMOUNT                        [$   500.00]

 PREMIUM CHARGES                            [     6.00%]

 MAXIMUM FIXED ACCOUNT TRANSFER AMOUNT      [    30.00%]

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

 MORTALITY AND EXPENSE RISK CHARGE

     CURRENT BASED ON CUMULATIVE PREMIUMS CUMULATIVE WITHDRAWALS LESS
     CUMULATIVE LOANS

     [UP TO $100,000                                                   0.65%]
     [BETWEEN $100,001 AND $250,000                                    0.50%]
     [BETWEEN $250,001 AND $500,000                                    0.40%]
     [IN EXCESS OF $500,000                                            0.30%]

     GUARANTEED                                                        0.90%
                                                                      
 ACCOUNT MAINTENANCE CHARGE                                           [0.45%]

 MINIMUM PREMIUM                                         [$600.00 PER YEAR]
                                                         [$300.00 PER HALF YEAR]
                                                         [$150.00 PER QUARTER]
                                                         [$150.00 UNSCHEDULED]
                                                         [$ 50.00 PER MONTH]



L-8162 GP                                                                Page B1

<PAGE>   6

                             POLICY SPECIFICATIONS

INSURED             JOHN DOE                      ISSUE AGE           35
                    JANE DOE                                          35

POLICY DATE         JAN 01, 1998                  POLICY NUMBER       7008162


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
  45          215      55        150      65        120      75        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





L-8162 GP                                                                Page B2

<PAGE>   7



                             POLICY SPECIFICATIONS

INSURED         JOHN DOE                        ISSUE AGE         35
                JANE DOE                                          35

POLICY DATE     JAN 01, 1998                    POLICY NUMBER     7008162

TRADE DATE      JAN 31, 1998

                                                INITIAL PREMIUM ALLOCATION
FIXED ACCOUNT

SEPARATE ACCOUNT                                

[MONEY MARKET                                            100%                  ]
[EVERGREEN VA                                                                  ]
[EVERGREEN VA GROWTH AND INCOME                                                ]
[EVERGREEN VA FOUNDATION                                                       ]
[EVERGREEN VA GLOBAL LEADERS                                                   ]
[EVERGREEN VA STRATEGIC INCOME                                                 ]
[EVERGREEN VA AGGRESSIVE GROWTH                                                ]
[TOTAL RETURN                                                                  ]
[HIGH YIELD                                                                    ]
[GROWTH                                                                        ]
[GOVERNMENT SECURITIES                                                         ]
[INTERNATIONAL                                                                 ]
[SMALL CAP GROWTH                                                              ]
[INVESTMENT GRADE BOND                                                         ]
[VALUE                                                                         ]
[SMALL CAP VALUE                                                               ]
[VALUE+GROWTH                                                                  ]
[HORIZON 20+                                                                   ]
[HORIZON 10+                                                                   ]
[HORIZON 5                                                                     ]
[BLUE CHIP                                                                     ]
[GLOBAL INCOME                                                                 ]






L-8162 GP                                                                 Page C

<PAGE>   8
                             POLICY SPECIFICATIONS

INSURED              JOHN DOE                   ISSUE AGE             35
                     JANE DOE                                         35

POLICY DATE          JAN 01, 1998               POLICY NUMBER         7008162


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


<TABLE>
<CAPTION>
  ATTAINED    MONTHLY     ATTAINED      MONTHLY   ATTAINED       MONTHLY
    AGE*        RATE        AGE*          RATE      AGE*           RATE 
    <S>       <C>            <C>        <C>          <C>         <C>
    35        0.01000        56         0.08796      77           3.00219
    36        0.01000        57         0.10405      78           3.49949
    37        0.01000        58         0.12230      79           4.05867
    38        0.01000        59         0.14365      80           4.69924
    39        0.01000        60         0.16895      81           5.44086
    40        0.01000        61         0.19908      82           6.30715
    41        0.01000        62         0.23597      83           7.31754
    42        0.01000        63         0.28156      84           8.46288
    43        0.01000        64         0.33723      85           9.73941
    44        0.01000        65         0.40308      86          11.12947
    45        0.01184        66         0.47990      87          12.63400
    46        0.01443        67         0.56784      88          14.23436
    47        0.01748        68         0.66736      89          15.95027
    48        0.02105        69         0.78170      90          17.78897
    49        0.02522        70         0.91701      91          19.78599
    50        0.03015        71         1.08841      92          22.00633
    51        0.03603        72         1.27876      93          24.56619
    52        0.04312        73         1.52262      94          27.80325
    53        0.05169        74         1.81657      95          32.43368
    54        0.06186        75         2.16058      96          40.11855
    55        0.07389        76         2.55596      97          55.18812
                                                     98          83.33333
                                                     99          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.




L-8162 GP                                                                Page D
<PAGE>   9


                             POLICY SPECIFICATIONS


INSURED            JOHN DOE                     ISSUE AGE                35
                   JANE DOE                                              35

POLICY DATE        JAN 01, 1998                 POLICY NUMBER       7008162

INITIAL SPECIFIED  $1,000,000                   DATE OF ISSUE  JAN 01, 1998
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, 2063  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                                 $7,068.88

PLANNED PREMIUM                                 $7,068.88 ANNUAL

INSURED RATE CLASS                              STANDARD NON-TOBACCO
                                                STANDARD NON-TOBACCO






L-8162 CVA                                                                Page A

<PAGE>   10



                             POLICY SPECIFICATIONS


INSURED         JOHN DOE                        ISSUE AGE       35
                JANE DOE                                        35

POLICY DATE     JAN 01, 1998                    POLICY NUMBER   7008162


MONTHLY PROCESSING DATE                DAY 01 OF EACH MONTH
                                     
DEDUCTION PERIOD                       65 YEARS, 00 MONTHS

MINIMUM SPECIFIED AMOUNT               [$1,000,000.00]

MINIMUM CHANGE IN SPECIFIED AMOUNT     [$25,000.00]

MINIMUM WITHDRAWAL AMOUNT              [$   500.00]

MINIMUM LOAN AMOUNT                    [$   500.00]

PREMIUM CHARGES                        [     6.00%]

MAXIMUM FIXED ACCOUNT TRANSFER AMOUNT  [    30.00%]   

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

MORTALITY AND EXPENSE RISK CHARGE

     CURRENT BASED ON CUMULATIVE PREMIUMS LESS CUMULATIVE WITHDRAWALS LESS 
     CUMULATIVE LOANS

     [UP TO  $100,000                            0.65%]
     [BETWEEN $100,001 AND $250,000              0.50%]
     [BETWEEN $250,001 AND $500,000              0.40%]
     [IN EXCESS OF $500,000                      0.30%]

     GUARANTEED                                  0.90%

ACCOUNT MAINTENANCE CHARGE                      [0.45%]

MINIMUM PREMIUM                                 [$600.00 PER YEAR]
                                                [$300.00 PER HALF YEAR]
                                                [$150.00 PER QUARTER]
                                                [$150.00 UNSCHEDULED]
                                                [$ 50.00 PER MONTH]




L-8162 CVA                                                               Page B1

<PAGE>   11
                             POLICY SPECIFICATIONS

INSURED          JOHN DOE                   ISSUE AGE               35
                 JANE DOE                                           35

POLICY DATE      JAN 01, 1998               POLICY NUMBER      7008162

IRC SECTION 7702 TEST               CASH VALUE ACCUMULATION

                         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>
   35     6.41760       51      3.45818      67       1.92995      83     1.25917
   36     6.17469       52      3.32861      68       1.86710      84     1.23722
   37     5.94080       53      3.20434      69       1.80734      85     1.21718
   38     5.71561       54      3.08519      70       1.75054      86     1.19892
   39     5.49882       55      2.97099      71       1.69663      87     1.18223
   40     5.29011       56      2.86158      72       1.64570      88     1.16692
   41     5.08920       57      2.75677      73       1.59753      89     1.15273
   42     4.89580       58      2.65638      74       1.55225      90     1.13941
   43     4.70965       59      2.56024      75       1.50987      91     1.12670
   44     4.53048       60      2.46819      76       1.47030      92     1.11432
   45     4.35803       61      2.38011      77       1.43341      93     1.10198
   46     4.19236       62      2.29588      78       1.39901      94     1.08934
   47     4.03328       63      2.21543      79       1.36691      95     1.07617
   48     3.88056       64      2.13870      80       1.33695      96     1.06244
   49     3.73395       65      2.06561      81       1.30903      97     1.04852
   50     3.59323       66      1.99607      82       1.28310      98     1.03587
                                                                   99     1.02597
</TABLE>






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




L-8162 CVA                                                              Page B2
<PAGE>   12

                             POLICY SPECIFICATIONS


INSURED           JOHN DOE                      ISSUE AGE         35
                  JANE DOE                                        35

POLICY DATE       JAN 01, 1998                  POLICY NUMBER     7008162

TRADE DATE        JAN 31, 1998

                                                INITIAL PREMIUM ALLOCATION
FIXED ACCOUNT

SEPARATE ACCOUNT                               

[MONEY MARKET                                           100%               ]
[EVERGREEN VA                                                              ]  
[EVERGREEN VA GROWTH AND INCOME                                            ]
[EVERGREEN VA FOUNDATION                                                   ]
[EVERGREEN VA GLOBAL LEADERS                                               ]
[EVERGREEN VA STRATEGIC INCOME                                             ]
[EVERGREEN VA AGGRESSIVE GROWTH                                            ]
[TOTAL RETURN                                                              ]
[HIGH YIELD                                                                ]
[GROWTH                                                                    ]
[GOVERNMENT SECURITIES                                                     ]
[INTERNATIONAL                                                             ]
[SMALL CAP GROWTH                                                          ]
[INVESTMENT GRADE BOND                                                     ]
[VALUE                                                                     ]
[SMALL CAP VALUE                                                           ]
[VALUE+GROWTH                                                              ]
[HORIZON 20+                                                               ]
[HORIZON 10+                                                               ]
[HORIZON 5                                                                 ]
[BLUE CHIP                                                                 ]
[GLOBAL INCOME                                                             ]





L-8162 CVA                                                                Page C

<PAGE>   13

                             POLICY SPECIFICATIONS



INSURED      JOHN DOE                           ISSUE AGE      35
             JANE DOE                                          35

POLICY DATE  JAN 01, 1998                       POLICY NUMBER  7008162


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


<TABLE>
<CAPTION>

ATTAINED      MONTHLY          ATTAINED     MONTHLY         ATTAINED    MONTHLY
  AGE*         RATE             AGE*         RATE             AGE*       RATE 
<S>           <C>              <C>          <C>             <C>        <C>
  35          0.01000            56         0.08796           *77       3.00219
  36          0.01000            57         0.10405            78       3.49949
  37          0.01000            58         0.12230            79       4.05867
  38          0.01000            59         0.14365            80       4.69924
  39          0.01000            60         0.16895            81       5.44086
  40          0.01000            61         0.19908            82       6.30715
  41          0.01000            62         0.23597            83       7.31754
  42          0.01000            63         0.28156            84       8.46288
  43          0.01000            64         0.33723            85       9.73941
  44          0.01000            65         0.40308            86      11.12947
  45          0.01184            66         0.47990            87      12.63400
  46          0.01443            67         0.56784            88      14.23436
  47          0.01748            68         0.66736            89      15.95027
  48          0.02105            69         0.78170            90      17.78897
  49          0.02522            70         0.91701            91      19.78599
  50          0.03015            71         1.08841            92      22.00633
  51          0.03603            72         1.27876            93      24.56619
  52          0.04312            73         1.52262            94      27.80325
  53          0.05169            74         1.81657            95      32.43368
  54          0.06186            75         2.16058            96      40.11855
  55          0.07389            76         2.55596            97      55.18812
                                                               98      83.33333
                                                               99      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.



L-8162 CVA                                                                Page D
<PAGE>   14
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.

                      CASH VALUE:  The sum of the policy assets in the Separate
                      Account, Fixed Account and Loan Account.

                      DEBT:  The principal of any outstanding loan under this
                      policy plus 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.

                      FUND(S):  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 persons whose lives are covered by the
                      Policy and who are named in the Policy Specifications.
                    
                      ISSUE AGES:  Ages as of the Lives Insured nearest
                      birthdays on the Policy Date.

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

                      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 Maturity Date is stated in the Policy
                      Specifications.   It is the Policy Date 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.
                      
                      NET AMOUNT AT RISK:  The Death Benefit divided by 
                      1.0024663 minus the Cash Value.                          

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


L-8162

<PAGE>   15
L-8162                                                                  Page 2


                       POLICY DATE: The date shown in the Policy Specifications.
                       It is used to determine Policy Years and Monthly
                       Processing Dates.  It 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.          
                                                         
                       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 KILICO Variable Separate Account-2
                       which was established under Law as a separate investment
                       account of Kemper Investors Life Insurance Company.

                       SEPARATE ACCOUNT VALUE:  The portion of the Cash Value in
                       the Subaccounts(s).

                       SPECIFIED AMOUNT:  The amount shown in the Policy
                       Specifications chosen by the Owner and used to calculate
                       the Death Benefit.

                       SUBACCOUNT:  A subdivision of the Separate Account.  The
                       Subaccounts initially 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 30 days following the
                       Issue Date of this policy.  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 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.

                       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.

<PAGE>   16

                       MODIFICATION OF POLICY   Only our President, Secretary
                       or Assistant Secretaries have power to approve a change
                       in or waive the provisions of this policy. Any such
                       change or waiver must be in writing and signed by one of
                       such officers. 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.

                       MISSTATEMENT OF AGE AND/OR SEX    If the age and/or sex
                       of either of the Lives 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 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 as thereafter as is reasonably possible.



L-8162                                                                  Page 3

<PAGE>   17
L-8162                                                                    Page 4

BENEFICIARY DESIGNATION  The original beneficiary is named in the       
                         application for this policy.  If a beneficiary is not
                         named, the original beneficiary is Your estate.  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

                             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 Life 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 Life 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 or 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.


<PAGE>   18
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.

                                     Currently, no charges are made against the
                                     Separate Account for federal, state or
                                     other taxes that may be attributed to the
                                     Separate Account.  We may in the future,
                                     however, impose charges for federal income
                                     taxes attributed to the Separate 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, the Death
                                     Benefit Qualification Test chosen by You in
                                     the application, and a Death Benefit
                                     percentage (as set forth in the Table of
                                     Death Benefit Factors) applicable at the
                                     time of death.  The Initial Specified
                                     Amount, the Death Benefit Option, the Death
                                     Benefit Qualification Test,  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 withdrawal.

DEATH BENEFIT QUALIFICATION TEST     One of two Death Benefit Qualification
                                     Tests is chosen by You in the application
                                     and is stated in the Policy Specifications.
                                     Once chosen, the Death Benefit
                                     Qualification Test cannot be changed for
                                     the duration of the policy.  The Death
                                     Benefit Qualification Test is the method
                                     for qualifying the policy as life insurance
                                     for purposes of federal tax laws.

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. a Death Benefit percentage (as set
                                           forth in 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. a Death Benefit percentage (as set
                                           forth in the Table of Death Benefit
                                           Factors) times the Cash Value of this
                                           policy on the date of the Life
                                           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.

L-8162                                                                    Page 5

<PAGE>   19
L-8162                                                                    Page 6

                           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.

PAYMENT OF THE          Death Benefits will be paid following receipt by Us at 
DEATH BENEFIT           Our 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 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.

<PAGE>   20

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 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 Non-Forfeiture
                        provisions.  If death of the Life 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.

                        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.


L-8162                                                                    Page 7

<PAGE>   21
L-8162                                                                    Page 8


                        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 the Fixed
                        Account Value. 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 Fixed Account; plus

                         3.  the total interest credited to the Fixed Account; 
                             minus

                         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

SEPARATE 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.



<PAGE>   22

LIABILITIES OF THE      The assets equal to the reserves and other liabilities 
SEPARATE ACCOUNT        of the Separate Account will not be charged with  
                        liabilities arising out of any other business We may 
                        conduct.  The assets of the Separate 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
                           (defined below) 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(S)                 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    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;


L-8162                                                                    Page 9

<PAGE>   23
L-8162                                                                   Page 10

                        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.

                        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 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 
                                  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 share 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.

                                        

<PAGE>   24

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 the Policy Date and 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 unless otherwise 
                        requested.

COST OF INSURANCE       The Cost of Insurance is determined on the Policy
                        Date and 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 
                        sexes, Issue Ages, Attained Ages (in the case
                        of increases), and Rate Classes of the Lives Insured as
                        well as 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 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.
                     

                                   

L-8162                                                                  Page 11
<PAGE>   25


TRANSFER PROVISIONS     You may transfer all or part of the value of each 
                        Subaccount at any time to another Subaccount or the
                        Fixed Account 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.  The Maximum Fixed
                              Account Transfer Amount as a percentage of the 
                              Fixed Account Value is in the Policy 
                              Specifications;

                           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 transfer provision described above.  

                        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 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 Account to the Loan Account held in the 
                        General Account until the loan is repaid.  Unless 
                        directed otherwise, the loaned

<PAGE>   26
                        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 equal 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.  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. 

                        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 Subaccount
                        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.



L-8162                                                                   Page 13
<PAGE>   27

                        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 Owner, 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>   28

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 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,        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 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              be paid in one lump sum to the estate of the payee 
                        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.


L-8162                                                                  Page 15


<PAGE>   29



                            SETTLEMENT OPTION TABLE

           AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000 OF VALUE APPLIED

OPTION ONE - INCOME FOR SPECIFIED PERIOD

<TABLE>
<CAPTION>

Number                      Number                      |     Number                       Number               
of years       Monthly      of years        Monthly     |     of years       Monthly       of years        Monthly
selected       Payment      selected        payment     |     selected       Payment       selected        Payment
- -------------------------------------------------------------------------------------------------------------------
  <S>            <C>          <C>              <C>      |        <C>           <C>            <C>             <C>
   5             17.69        12               8.01     |        19            5.48           26              4.33
   6             14.92        13               7.48     |        20            5.27           27              4.22
   7             12.94        14               7.03     |        21            5.08           28              4.11
   8             11.46        15               6.64     |        22            4.90           29              4.02
   9             10.31        16               6.29     |        23            4.74           30              3.92
  10              9.39        17               5.99     |        24            4.59
  11              8.64        18               5.72     |        25            4.46
- -------------------------------------------------------------------------------------------------------------------

OPTIONS TWO AND THREE - LIFE INCOME WITH INSTALLMENTS GUARANTEED:

Age of            Monthly payments Guaranteed           |  Age of            Monthly Payment Guaranteed
 Male                                                   |  Female
Payee          None      60      120     180     240    |  Payee          None      60      120     180     240
- -------------------------------------------------------------------------------------------------------------------
  <S>    |    <C>        <C>     <C>     <C>     <C>    |   <C>     |      <C>     <C>      <C>     <C>      <C>
  55     |    3.98       3.97    3.94    3.88    3.81   |    55     |      3.62    3.61     3.60    3.58     3.54
  56     |    4.05       4.04    4.01    3.95    3.86   |    56     |      3.68    3.67     3.66    3.64     3.59
  57     |    4.14       4.12    4.09    4.02    3.92   |    57     |      3.75    3.74     3.73    3.70     3.65
  58     |    4.22       4.21    4.17    4.09    3.99   |    58     |      3.82    3.81     3.79    3.76     3.71
  59     |    4.31       4.30    4.25    4.17    4.05   |    59     |      3.89    3.88     3.86    3.83     3.77
  60     |    4.41       4.39    4.34    4.25    4.11   |    60     |      3.97    3.96     3.94    3.90     3.83
  61     |    4.51       4.50    4.44    4.33    4.18   |    61     |      4.05    4.04     4.02    3.97     3.89
  62     |    4.62       4.60    4.54    4.42    4.26   |    62     |      4.14    4.13     4.10    4.05     3.96
  63     |    4.74       4.72    4.64    4.51    4.31   |    63     |      4.23    4.22     4.19    4.13     4.03
  64     |    4.86       4.84    4.75    4.60    4.38   |    64     |      4.33    4.32     4.28    4.21     4.10
  65     |    4.99       4.96    4.87    4.69    4.45   |    65     |      4.44    4.42     4.38    4.30     4.17
  66     |    5.14       5.10    4.99    4.79    4.51   |    66     |      4.55    4.53     4.48    4.39     4.24
  67     |    5.29       5.25    5.12    4.89    4.58   |    67     |      4.67    4.65     4.59    4.48     4.31
  68     |    5.45       5.40    5.25    4.99    4.64   |    68     |      4.79    4.77     4.70    4.58     4.39
  69     |    5.62       5.57    5.39    5.09    4.71   |    69     |      4.93    4.90     4.82    4.68     4.46
  70     |    5.81       5.74    5.54    5.20    4.77   |    70     |      5.07    5.04     4.95    4.78     4.53
  71     |    6.00       5.93    5.69    5.30    4.83   |    71     |      5.23    5.19     5.09    4.89     4.61
  72     |    6.21       6.12    5.85    5.41    4.88   |    72     |      5.39    5.35     5.23    5.00     4.68
  73     |    6.44       6.33    6.01    5.51    4.93   |    73     |      5.57    5.52     5.38    5.11     4.74
  74     |    6.68       6.55    6.17    5.61    4.98   |    74     |      5.76    5.71     5.53    5.23     4.81
  75     |    6.94       6.79    6.35    5.71    5.02   |    75     |      5.96    5.90     5.70    5.34     4.87
  76     |    7.21       7.03    6.52    5.80    5.06   |    76     |      6.19    6.11     5.87    5.46     4.93
  77     |    7.50       7.29    6.70    5.90    5.09   |    77     |      6.43    6.34     6.05    5.57     4.98
  78     |    7.82       7.57    6.68    5.98    5.12   |    78     |      6.69    6.58     6.24    5.68     5.03
  79     |    8.16       7.86    7.06    6.06    5.15   |    79     |      6.97    6.84     6.43    5.79     5.07
  80     |    8.52       8.46    7.20    6.14    5.17   |    80     |      7.28    7.12     6.63    5.90     5.11
  81     |    8.90       8.48    7.42    6.21    5.19   |    81     |      7.61    7.41     6.83    5.99     5.14
  82     |    9.32       8.84    7.59    6.27    5.21   |    82     |      7.97    7.73     7.03    6.09     5.17
  83     |    9.77       9.16    7.76    6.33    5.22   |    83     |      8.36    8.06     7.24    6.17     5.19
  84     |   10.24       9.52    7.93    6.38    5.24   |    84     |      8.78    8.42     7.44    6.24     5.21
  85     |   10.75       9.90    8.09    6.43    5.24   |    85     |      9.24    8.79     7.64    6.31     5.22
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              
OPTION FOUR - JOINT AND 100% SURVIVOR INCOME                                  

<TABLE>
<CAPTION>
                                                                               
Age of |                         Age of Female Payee
Male   |
Payee  |   55        60        65        70        75        80         85
<S>    |  <C>       <C>       <C>       <C>       <C>       <C>        <C>
 55    |  3.32      3.47      3.60      3.71      3.80      3.87       3.91
 60    |  3.41      3.60      3.79      3.96      4.11      4.22       4.30
 65    |  3.47      3.71      3.96      4.22      4.45      4.64       4.78
 70    |  3.52      3.80      4.11      4.46      4.80      5.12       5.38
 75    |  3.56      3.86      4.23      4.66      5.14      5.63       6.07
 80    |  3.58      3.90      4.31      4.81      5.42      6.11       6.80   
 85    |  3.60      3.93      4.36      4.92      5.63      6.51       7.51   
</TABLE>


L-8162                                                                 Page 16





<PAGE>   30
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 is a legal contract between you and us.

READ YOUR POLICY CAREFULLY

KEMPER INVESTORS LIFE INSURANCE COMPANY
A Stock Life Insurance Company
1 Kemper Drive, Long Grove, Illinois 60049-0001



Policy Form No. L-8162


<PAGE>   1
                                   EXHIBIT 6.

                    OPINION AND CONSENT OF ACTUARIAL OFFICER

         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 Exhibit 10
to the Registration Statement, 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 non-tobacco preferred males ages
50 and 70, than prospective non-tobacco preferred males and females ages 55 and
50 and 75 and 70, respectively, than to non-tobacco preferred males and females
at other ages. The non-tobacco risk class generally has a more favorable rate
structure than male risk classes. Preferred risk classes generally have a more
favorable rate structure than non-preferred risk classes.

         The current and guaranteed monthly mortality rates used in the
illustrations have not been designed so to make the relationship between current
and guaranteed rates more favorable for the ages and sexes illustrated than for
a non-tobacco male or female at other ages. The non-tobacco risk classes
generally have lower monthly mortality rates than the male risk classes.
Preferred risk classes generally have lower monthly mortality rates than
non-preferred 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
 
                                   EXHIBIT 7.

                       CONSENT OF INDEPENDENT ACCOUNTANTS


The Board of Directors of
Kemper Investors Life Insurance Company and
Contract Owners of KILICO Flexible Premium Variable Life Insurance Policy
(Individual Life and Survivorship)-KILICO Variable Separate Account-2


We consent to the inclusion in this registration statement on Form S-6 (File
No. 333-35159) of our report dated March 18, 1998, on our audit of the
consolidated financial statements of Kemper Investors Life Insurance Company
and to the reference to our firm under the caption "Experts."



                                   /s/ PricewaterhouseCoopers LLP
                                   PricewaterhouseCoopers LLP


Chicago, Illinois
August 24, 1998

<PAGE>   1




                                   EXHIBIT 8.

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Kemper Investors Life Insurance Company

We consent to the use of our report included herein on the consolidated
financial statements of Kemper Investors Life Insurance Company (KILICO) and to
the reference to our firm under the heading "Experts" in the prospectus. Our
report on KILICO's financial statements dated March 21, 1997, 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 period
before the acquisition and, therefore, is not comparable.

KPMG PEAT MARWICK LLP

Chicago, Illinois
August 24, 1998


 

<PAGE>   1


                                   EXHIBIT 10.

                          ILLUSTRATIONS OF CASH VALUE,
                        SURRENDER VALUE AND DEATH BENEFIT

    The tables in this Registration Statement have been prepared to help show
how values under Individual and Survivorship Policies change with investment
experience. The tables illustrate how Cash Value, Surrender Value, and Death
Benefit 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 Value, Surrender Value and Death Benefit
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 0.90% as the average of actual and estimated Fund investment
advisory fees and other Fund expenses, including any caps or reimbursements. The
tables also reflect applicable charges and deductions including a 3.18%
deduction against premiums (1% of which represents the charge for Federal taxes
and 2.18% 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 -2.00%, 4.00% and 10.00%,
on a current basis. On a guaranteed basis, these rates of return would be
- -2.25%, 3.75% and 9.75%, 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 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>   2


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

<TABLE>
<CAPTION>

                                 0% HYPOTHETICAL                     6% HYPOTHETICAL                      12% HYPOTHETICAL
          PREMIUM            GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN
         PAID 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         2,997      2,997       250,000     3,190       3,190        250,000       3,383         3,383       250,000
 2         7,534         6,088      6,088       250,000     6,666       6,666        250,000       7,268         7,268       250,000
 3        11,585         9,073      9,073       250,000    10,236       10,236       250,000      11,495        11,495       250,000
 4        15,840        11,970     11,970       250,000    13,921       13,921       250,000      16,117        16,117       250,000
 5        20,307        14,784     14,784       250,000    17,728       17,728       250,000      21,176        21,176       250,000
 6        24,997        17,520     17,520       250,000    21,666       21,666       250,000      26,721        26,721       250,000
 7        29,922        20,175     20,175       250,000    25,737       25,737       250,000      32,797        32,797       250,000
 8        35,093        22,752     22,752       250,000    29,947       29,947       250,000      39,461        39,461       250,000
 9        40,523        25,246     25,246       250,000    34,297       34,297       250,000      46,768        46,768       250,000
 10       46,224        27,657     27,657       250,000    38,791       38,791       250,000      54,780        54,780       250,000
 11       52,210        29,981     29,981       250,000    43,431       43,431       250,000      63,570        63,570       250,000
 12       58,495        32,212     32,212       250,000    48,215       48,215       250,000      73,210        73,210       250,000
 13       65,095        34,339     34,339       250,000    53,142       53,142       250,000      83,782        83,782       250,000
 14       72,025        36,363     36,363       250,000    58,216       58,216       250,000      95,387        95,387       250,000
 15       79,301        38,290     38,290       250,000    63,450       63,450       250,000     108,139       108,139       250,000
 16       86,941        39,996     39,996       250,000    68,739       68,739       250,000     122,049       122,049       266,984
 17       94,963        41,596     41,596       250,000    74,193       74,193       250,000     137,253       137,253       291,569
 18      103,387        43,102     43,102       250,000    79,830       79,830       250,000     153,880       153,880       317,577
 19      112,231        44,510     44,510       250,000    85,657       85,657       250,000     172,061       172,061       345,122
 20      121,517        45,815     45,815       250,000    91,681       91,681       250,000     191,936       191,936       374,333
 25      175,397        50,434     50,434       250,000   124,945      124,945       250,000     322,442       322,442       550,699
 30      244,163        50,753     50,753       250,000   164,824      164,824       250,262     525,283       525,283       797,568
 35      331,927        44,492     44,492       250,000   212,531      212,531       291,710     840,632       840,632     1,153,809
 40      443,939        26,802     26,802       250,000   267,318      267,318       338,312   1,325,020     1,325,020     1,676,919
 45           --            --         --            --   329,893      329,893       392,319   2,065,649     2,065,649     2,449,282
</TABLE> 



                                       2
<PAGE>   3

    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.

        (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.





                                       3
<PAGE>   4

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


<TABLE>
<CAPTION>

                                 0% HYPOTHETICAL                     6% HYPOTHETICAL                       12% HYPOTHETICAL
          PREMIUM            GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN
         PAID 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          2,517     2,517       250,000     2,695         2,695       250,000        2,873        2,873      250,000
 2         7,534          5,118     5,118       250,000     5,636         5,636       250,000        6,176        6,176      250,000
 3        11,585          7,624     7,624       250,000     8,651         8,651       250,000        9,765        9,765      250,000
 4        15,840         10,030    10,030       250,000    11,736        11,736       250,000       13,662       13,662      250,000
 5        20,307         12,339    12,339       250,000    14,895        14,895       250,000       17,899       17,899      250,000
 6        24,997         14,545    14,545       250,000    18,124        18,124       250,000       22,504       22,504      250,000
 7        29,922         16,646    16,646       250,000    21,421        21,421       250,000       27,511       27,511      250,000
 8        35,093         18,642    18,642       250,000    24,788        24,788       250,000       32,959       32,959      250,000
 9        40,523         20,529    20,529       250,000    28,225        28,225       250,000       38,892       38,892      250,000
10        46,224         22,304    22,304       250,000    31,727        31,727       250,000       45,355       45,355      250,000
11        52,210         23,963    23,963       250,000    35,295        35,295       250,000       52,402       52,402      250,000
12        58,495         25,496    25,496       250,000    38,921        38,921       250,000       60,086       60,086      250,000
13        65,095         26,890    26,890       250,000    42,594        42,594       250,000       68,464       68,464      250,000
14        72,025         28,135    28,135       250,000    46,308        46,308       250,000       77,607       77,607      250,000
15        79,301         29,216    29,216       250,000    50,050        50,050       250,000       87,591       87,591      250,000
16        86,941         30,121    30,121       250,000    53,813        53,813       250,000       98,505       98,505      250,000
17        94,963         30,837    30,837       250,000    57,587        57,587       250,000      110,455      110,455      250,000
18       103,387         31,357    31,357       250,000    61,369        61,369       250,000      123,558      123,558      254,998
19       112,231         31,668    31,668       250,000    65,153        65,153       250,000      137,768      137,768      276,337
20       121,517         31,748    31,748       250,000    68,923        68,923       250,000      153,130      153,130      298,650
21       131,268         31,572    31,572       250,000    72,665        72,665       250,000      169,723      169,723      321,999
22       141,507         31,116    31,116       250,000    76,363        76,363       250,000      187,632      187,632      346,451
23       152,257         30,339    30,339       250,000    79,991        79,991       250,000      206,939      206,939      372,070
24       163,545         29,194    29,194       250,000    83,522        83,522       250,000      227,727      227,727      398,934
25       175,397         27,632    27,632       250,000    86,923        86,923       250,000      250,081      250,081      427,114
26       187,842         25,600    25,600       250,000    90,167        90,167       250,000      274,097      274,097      456,696
</TABLE>

                                       4
<PAGE>   5


<TABLE>
<S>     <C>         <C>         <C>          <C>          <C>          <C>          <C>           <C>         <C>           <C>   
27      200,909      23,053      23,053       250,000      93,231        93,231       250,000      299,887      299,887      487,763
28      214,629      19,934      19,934       250,000      96,087        96,087       250,000      327,564      327,564      520,404
29      229,036      16,180      16,180       250,000      98,707        98,707       250,000      357,258      357,258      554,715
30      244,163      11,708      11,708       250,000     101,051       101,051       250,000      389,098      389,098      590,791
31      260,046      6,390        6,390       250,000     103,053       103,053       250,000      423,197      423,197      628,735
32      276,723        0            0            0        104,540       104,540       250,000      459,526      459,526      668,637
33      294,234        --          --           --        105,579       105,579       250,000      498,425      498,425      710,655
34         --          --          --           --        105,949       105,949       250,000      539,850      539,850      754,866
35         --          --          --           --        105,495       105,495       250,000      583,882      583,882      801,407
36         --          --          --           --        104,063       104,063       250,000      630,658      630,658      850,424
37         --          --          --           --        101,467       101,467       250,000      680,333      680,333      902,053
38         --          --          --           --         97,482        97,482       250,000      733,093      733,093      956,459
39         --          --          --           --         91,831        91,831       250,000      789,170      789,170    1,013,784
40         --          --          --           --         84,128        84,128       250,000      848,785      848,785    1,074,205
41         --          --          --           --         73,815        73,815       250,000      912,118      912,118    1,137,886
42         --          --          --           --         60,111        60,111       250,000      979,321      979,321    1,204,995
43         --          --          --           --         41,900        41,900       250,000    1,050,490    1,050,490    1,275,715
44         --          --          --           --         17,600        17,600       250,000    1,125,690    1,125,690    1,350,266
45         --          --          --           --            0            0             0       1,205,034    1,205,034    1,428,833
46         --          --          --           --           --            --           --       1,288,706    1,288,706    1,511,678
47         --          --          --           --           --            --           --       1,376,975    1,376,975    1,599,012
48         --          --          --           --           --            --           --       1,470,179    1,470,179    1,691,118
49         --          --          --           --           --            --           --       1,568,808    1,568,808    1,788,252
50         --          --          --           --           --            --           --       1,673,416    1,673,416    1,890,709
51         --          --          --           --           --            --           --       1,784,668    1,784,668    1,998,757
52         --          --          --           --           --            --           --       1,903,400    1,903,400    2,112,736
53         --          --          --           --           --            --           --       2,030,655    2,030,655    2,232,970
54         --          --          --           --           --            --           --       2,167,818    2,167,818    2,359,844
55         --          --          --           --           --            --           --       2,316,190    2,316,190    2,493,633
56         --          --          --           --           --            --           --       2,476,794    2,476,794    2,634,689
57         --          --          --           --           --            --           --       2,649,702    2,649,702    2,783,221
58         --          --          --           --           --            --           --       2,831,628    2,831,628    2,939,116
59         --          --          --           --           --            --           --       3,018,626    3,018,626    3,102,393
60         --          --          --           --           --            --           --       3,270,825    3,270,825    3,281,521
</TABLE>

                               
                                       5


<PAGE>   6


    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.




                                       6
<PAGE>   7

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

<TABLE>
<CAPTION>

                                 0% HYPOTHETICAL                    6% HYPOTHETICAL                        12% HYPOTHETICAL
          PREMIUM            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN                GROSS INVESTMENT RETURN
         PAID 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         2,997       2,997      250,000     3,190         3,190       250,000       3,383        3,383       250,000
2          7,534         6,088       6,088      250,000     6,666         6,666       250,000       7,268        7,268       250,000
3         11,585         9,073       9,073      250,000    10,236        10,236       250,000      11,495       11,495       250,000
4         15,840        11,970      11,970      250,000    13,921        13,921       250,000      16,117       16,117       250,000
5         20,307        14,784      14,784      250,000    17,728        17,728       250,000      21,176       21,176       250,000
6         24,997        17,520      17,520      250,000    21,666        21,666       250,000      26,721       26,721       250,000
7         29,922        20,175      20,175      250,000    25,737        25,737       250,000      32,797       32,797       250,000
8         35,093        22,752      22,752      250,000    29,947        29,947       250,000      39,461       39,461       250,000
9         40,523        25,246      25,246      250,000    34,297        34,297       250,000      46,768       46,768       250,000
10        46,224        27,657      27,657      250,000    38,791        38,791       250,000      54,780       54,780       250,000
11        52,210        29,981      29,981      250,000    43,431        43,431       250,000      63,570       63,570       250,000
12        58,495        32,212      32,212      250,000    48,215        48,215       250,000      73,210       73,210       250,000
13        65,095        34,339      34,339      250,000    53,142        53,142       250,000      83,782       83,782       250,000
14        72,025        36,363      36,363      250,000    58,216        58,216       250,000      95,387       95,387       250,000
15        79,301        38,290      38,290      250,000    63,450        63,450       250,000     108,139      108,139       250,000
16        86,941        39,996      39,996      250,000    68,739        68,739       250,000     122,080      122,080       250,000
17        94,963        41,596      41,596      250,000    74,193        74,193       250,000     137,426      137,426       250,000
18       103,387        43,102      43,102      250,000    79,830        79,830       250,000     154,341      154,341       250,000
19       112,231        44,510      44,510      250,000    85,657        85,657       250,000     173,000      173,000       250,000
20       121,517        45,815      45,815      250,000    91,681        91,681       250,000     193,590      193,590       259,410
25       175,397        50,434      50,434      250,000   124,945       124,945       250,000     331,270      331,270       404,150
30       244,163        50,753      50,753      250,000   164,824       164,824       250,000     551,951      551,951       640,263
35       331,927        44,492      44,492      250,000   214,963       214,963       250,000     908,894      908,894       972,517
40       443,939        26,802      26,802      250,000   279,764       279,764       293,753   1,486,012    1,486,012     1,560,313
</TABLE>




                                       7


<PAGE>   8

    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.

        (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.





                                       8
<PAGE>   9

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

<TABLE>
<CAPTION>

                                  0% HYPOTHETICAL                 6% HYPOTHETICAL                       12% HYPOTHETICAL
          PREMIUM             GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN                GROSS INVESTMENT RETURN
         PAID 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        2,517       2,517       250,000    2,695         2,695       250,000        2,873        2,873      250,000
 2          7,534        5,118       5,118       250,000    5,636         5,636       250,000        6,176        6,176      250,000
 3         11,585        7,624       7,624       250,000    8,651         8,651       250,000        9,765        9,765      250,000
 4         15,840       10,030      10,030       250,000   11,736        11,736       250,000       13,662       13,662      250,000
 5         20,307       12,339      12,339       250,000   14,895        14,895       250,000       17,899       17,899      250,000
 6         24,997       14,545      14,545       250,000   18,124        18,124       250,000       22,504       22,504      250,000
 7         29,922       16,646      16,646       250,000   21,421        21,421       250,000       27,511       27,511      250,000
 8         35,093       18,642      18,642       250,000   24,788        24,788       250,000       32,959       32,959      250,000
 9         40,523       20,529      20,529       250,000   28,225        28,225       250,000       38,892       38,892      250,000
10         46,224       22,304      22,304       250,000   31,727        31,727       250,000       45,355       45,355      250,000
11         52,210       23,963      23,963       250,000   35,295        35,295       250,000       52,402       52,402      250,000
12         58,495       25,496      25,496       250,000   38,921        38,921       250,000       60,086       60,086      250,000
13         65,095       26,890      26,890       250,000   42,594        42,594       250,000       68,464       68,464      250,000
14         72,025       28,135      28,135       250,000   46,308        46,308       250,000       77,607       77,607      250,000
15         79,301       29,216      29,216       250,000   50,050        50,050       250,000       87,591       87,591      250,000
16         86,941       30,121      30,121       250,000   53,813        53,813       250,000       98,505       98,505      250,000
17         94,963       30,837      30,837       250,000   57,587        57,587       250,000      110,455      110,455      250,000
18        103,387       31,357      31,357       250,000   61,369        61,369       250,000      123,563      123,563      250,000
19        112,231       31,668      31,668       250,000   65,153        65,153       250,000      137,970      137,970      250,000
20        121,517       31,748      31,748       250,000   68,923        68,923       250,000      153,833      153,833      250,000
21        131,268       31,572      31,572       250,000   72,665        72,665       250,000      171,337      171,337      250,000
22        141,507       31,116      31,116       250,000   76,363        76,363       250,000      190,700      190,700      250,000
23        152,257       30,339      30,339       250,000   79,991        79,991       250,000      212,084      212,084      267,226
24        163,545       29,194      29,194       250,000   83,522        83,522       250,000      235,453      235,453      291,961
25        175,397       27,632      27,632       250,000   86,923        86,923       250,000      260,974      260,974      318,389
26        187,842       25,600      25,600       250,000   90,167        90,167       250,000      288,856      288,856      346,627
27        200,909       23,053      23,053       250,000   93,231        93,231       250,000      319,256      319,256      379,915
28        214,629       19,934      19,934       250,000   96,087        96,087       250,000      352,398      352,398      415,830
</TABLE>                



                                       9

<PAGE>   10


<TABLE>
<S>     <C>         <C>         <C>          <C>          <C>          <C>           <C>         <C>          <C>          <C>
29      229,036      16,180      16,180       250,000      98,707        98,707       250,000      388,528      388,528      454,578
30      244,163      11,708      11,708       250,000      101,051      101,051       250,000      427,913      427,913      496,379
31      260,046       6,390       6,390       250,000      103,053      103,053       250,000      470,838      470,838      541,463
32      276,723         0           0            0         104,540      104,540       250,000      517,774      517,774      585,085
33      294,234        --          --           --         105,579      105,579       250,000      569,246      569,246      631,863
34         --          --          --           --         105,949      105,949       250,000      625,736      625,736      682,052
35         --          --          --           --         105,495      105,495       250,000      687,871      687,871      736,022
36         --          --          --           --         104,063      104,063       250,000      756,412      756,412      794,232
37         --          --          --           --         101,467      101,467       250,000      831,154      831,154      872,712
38         --          --          --           --          97,482       97,482       250,000      912,615      912,615      958,246
39         --          --          --           --          91,831       91,831       250,000    1,001,349    1,001,349    1,051,417
40         --          --          --           --          84,128       84,128       250,000    1,097,943    1,097,943    1,152,840
41         --          --          --           --          73,815       73,815       250,000    1,203,000    1,203,000    1,263,150
42         --          --          --           --          60,111       60,111       250,000    1,317,144    1,317,144    1,383,001
43         --          --          --           --          41,900       41,900       250,000    1,440,999    1,440,999    1,513,049
44         --          --          --           --          17,600       17,600       250,000    1,575,193    1,575,193    1,653,953
45         --          --          --           --            0             0            0       1,720,377    1,720,377    1,806,395
46         --          --          --           --           --            --           --       1,877,229    1,877,229    1,971,090
47         --          --          --           --           --            --           --       2,046,463    2,046,463    2,148,786
48         --          --          --           --           --            --           --       2,228,817    2,228,817    2,340,257
49         --          --          --           --           --            --           --       2,425,073    2,425,073    2,546,327
50         --          --          --           --           --            --           --       2,636,003    2,636,003    2,767,803
51         --          --          --           --           --            --           --       2,862,341    2,862,341    3,005,458
52         --          --          --           --           --            --           --       3,113,192    3,113,192    3,237,720
53         --          --          --           --           --            --           --       3,392,781    3,392,781    3,494,564
54         --          --          --           --           --            --           --       3,706,349    3,706,349    3,780,476
55         --          --          --           --           --            --           --       4,060,505    4,060,505    4,101,110
56         --          --          --           --           --            --           --       4,460,061    4,460,061    4,460,061
57         --          --          --           --           --            --           --       4,898,573    4,898,573    4,898,573
58         --          --          --           --           --            --           --       5,379,839    5,379,839    5,379,839
59         --          --          --           --           --            --           --       5,908,030    5,908,030    5,908,030
60         --          --          --           --           --            --           --       6,487,719    6,487,719    6,487,719
</TABLE>
                       



                                       10

<PAGE>   11

    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.




                                       11
<PAGE>   12

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

<TABLE>
<CAPTION>

                                  0% HYPOTHETICAL                 6% HYPOTHETICAL                       12% HYPOTHETICAL
          PREMIUM             GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN                GROSS INVESTMENT RETURN
         PAID 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       31,210     31,210     1,000,000     33,180      33,180      1,000,000      35,150        35,150    1,000,000
2          75,338       61,290     61,290     1,000,000     67,172      67,172      1,000,000      73,294        73,294    1,000,000
3         115,854       89,970     89,970     1,000,000    101,727     101,727      1,000,000     114,460       114,460    1,000,000
4         158,397      117,548    117,548     1,000,000    137,165     137,165      1,000,000     159,282       159,282    1,000,000
5         203,067      143,899    143,899     1,000,000    173,399     173,399      1,000,000     208,037       208,037    1,000,000
6         249,970      169,555    169,555     1,000,000    210,998     210,998      1,000,000     261,700       261,700    1,000,000
7         299,219      194,236    194,236     1,000,000    249,761     249,761      1,000,000     320,566       320,566    1,000,000
8         350,930      218,109    218,109     1,000,000    289,986     289,986      1,000,000     385,559       385,559    1,000,000
9         405,226      240,997    240,997     1,000,000    331,555     331,555      1,000,000     457,175       457,175    1,000,000
10        462,238      262,626    262,626     1,000,000    374,332     374,332      1,000,000     536,077       536,077    1,000,000
11        522,099      282,702    282,702     1,000,000    418,197     418,197      1,000,000     623,113       623,113    1,000,000
12        584,954      301,402    301,402     1,000,000    463,459     463,459      1,000,000     719,459       719,459    1,046,856
13        650,952      318,685    318,685     1,000,000    510,285     510,285      1,000,000     824,697       824,697    1,175,853
14        720,250      334,689    334,689     1,000,000    559,008     559,008      1,000,000     939,603       939,603    1,313,837
15        793,012      349,051    349,051     1,000,000    610,024     610,024      1,000,000   1,065,552     1,065,552    1,462,523
16        869,413      361,752    361,752     1,000,000    663,413     663,413      1,000,000   1,202,866     1,202,866    1,622,029
17        949,633      373,109    373,109     1,000,000    719,769     719,769      1,000,000   1,352,802     1,352,802    1,793,680
18      1,033,865      383,009    383,009     1,000,000    779,335     779,335      1,016,790   1,516,455     1,516,455    1,978,504
19      1,122,308      391,334    391,334     1,000,000    840,744     840,744      1,080,036   1,695,031     1,695,031    2,177,471
20      1,215,174      397,957    397,957     1,000,000    904,031     904,031      1,144,123   1,889,852     1,889,852    2,391,759
25      1,753,971      399,878    399,878     1,000,000  1,250,696   1,250,696      1,482,975   3,163,973     3,163,973    3,751,587
30      2,441,628      320,024    320,024     1,000,000  1,652,775   1,652,775      1,867,388   5,128,263     5,128,263    5,794,168
35      3,319,271       21,460     21,460     1,000,000  2,118,191   2,118,191      2,280,465   8,150,317     8,150,317    8,774,713
40             --           --         --            --  2,703,701   2,703,701      2,712,542  13,024,546    13,024,546   13,067,136
45             --           --         --            --         --          --             --          --            --           --
</TABLE>





                                       12
<PAGE>   13


    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.

     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.




                                       13
<PAGE>   14

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


<TABLE>
<CAPTION>

                                  0% HYPOTHETICAL                 6% HYPOTHETICAL                       12% HYPOTHETICAL
          PREMIUM             GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN                GROSS INVESTMENT RETURN
         PAID 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      20,696       20,696      1,000,000      22,333      22,333      1,000,000      23,976      23,976     1,000,000
2        75,338      40,120       40,120      1,000,000      44,703      44,703      1,000,000      49,501      49,501     1,000,000
3       115,854      57,984       57,984      1,000,000      66,813      66,813      1,000,000      76,450      76,450     1,000,000
4       158,397      74,155       74,155      1,000,000      88,516      88,516      1,000,000     104,867     104,867     1,000,000
5       203,067      88,495       88,495      1,000,000     109,661     109,661      1,000,000     134,821     134,821     1,000,000
6       249,970     100,882      100,882      1,000,000     130,115     130,115      1,000,000     166,432     166,432     1,000,000
7       299,219     111,225      111,225      1,000,000     149,780     149,780      1,000,000     199,903     199,903     1,000,000
8       350,930     119,396      119,396      1,000,000     168,533     168,533      1,000,000     235,467     235,467     1,000,000
9       405,226     125,265      125,265      1,000,000     186,252     186,252      1,000,000     273,429     273,429     1,000,000
10      462,238     128,631      128,631      1,000,000     202,758     202,758      1,000,000     314,134     314,134     1,000,000
11      522,099     129,156      129,156      1,000,000     217,754     217,754      1,000,000     357,933     357,933     1,000,000
12      584,954     125,877      125,877      1,000,000     230,378     230,378      1,000,000     404,867     404,867     1,000,000
13      650,952     119,254      119,254      1,000,000     241,056     241,056      1,000,000     456,206     456,206     1,000,000
14      720,250     108,022      108,022      1,000,000     248,706     248,706      1,000,000     512,314     512,314     1,000,000
15      793,012      91,354       91,354      1,000,000     252,635     252,635      1,000,000     574,220     574,220     1,000,000
16      869,413      68,459       68,459      1,000,000     252,184     252,184      1,000,000     643,432     643,432     1,000,000
17      949,633      38,385       38,385      1,000,000     246,556     246,556      1,000,000     721,952     721,952     1,000,000
18    1,033,865          10           10      1,000,000     234,797     234,797      1,000,000     810,425     810,425     1,057,354
19    1,122,308           0            0              0     215,753     215,753      1,000,000     904,724     904,724     1,162,226
20           --          --           --             --     187,780     187,780      1,000,000   1,005,210   1,005,210     1,272,174
21           --          --           --             --     148,472     148,472      1,000,000   1,112,204   1,112,204     1,387,497
22           --          --           --             --      94,455      94,455      1,000,000   1,225,993   1,225,993     1,508,510
23           --          --           --             --      20,897      20,897      1,000,000   1,346,795   1,346,795     1,635,548
24           --          --           --             --           0           0              0   1,474,782   1,474,782     1,769,001
25           --          --           --             --          --          --             --   1,610,181   1,610,181     1,909,223
26           --          --           --             --          --          --             --   1,753,315   1,753,315     2,056,674
27           --          --           --             --          --          --             --   1,904,631   1,904,631     2,211,752
</TABLE>



                                       14


<PAGE>   15

<TABLE>
<S>        <C>         <C>          <C>          <C>       <C>         <C>          <C>        <C>           <C>           <C>
28         --          --           --           --         --          --           --        2,064,676     2,064,676     2,374,955
29         --          --           --           --         --          --           --        2,234,224     2,234,224     2,546,747
30         --          --           --           --         --          --           --        2,414,162     2,414,162     2,727,641
31         --          --           --           --         --          --           --        2,605,553     2,605,553     2,918,115
32         --          --           --           --         --          --           --        2,809,733     2,809,733     3,118,747
33         --          --           --           --         --          --           --        3,028,374     3,028,374     3,330,091
34         --          --           --           --         --          --           --        3,263,690     3,263,690     3,552,788
35         --          --           --           --         --          --           --        3,517,806     3,517,806     3,787,305
36         --          --           --           --         --          --           --        3,792,450     3,792,450     4,034,219
37         --          --           --           --         --          --           --        4,087,901     4,087,901     4,293,890
38         --          --           --           --         --          --           --        4,399,193     4,399,193     4,566,186
39         --          --           --           --         --          --           --        4,720,224     4,720,224     4,851,210
40         --          --           --           --         --          --           --        5,145,565     5,145,565     5,162,391
</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.




                                       15
<PAGE>   16

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


<TABLE>
<CAPTION>

                                0% HYPOTHETICAL                      6% HYPOTHETICAL                       12% HYPOTHETICAL
          PREMIUM           GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN                GROSS INVESTMENT RETURN
         PAID 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      31,210       31,210       1,000,000      33,180     33,180      1,000,000       35,150      35,150   1,000,000
 2        75,338      61,290       61,290       1,000,000      67,172     67,172      1,000,000       73,294      73,294   1,000,000
 3       115,854      89,970       89,970       1,000,000     101,727    101,727      1,000,000      114,460     114,460   1,000,000
 4       158,397     117,548      117,548       1,000,000     137,165    137,165      1,000,000      159,282     159,282   1,000,000
 5       203,067     143,899      143,899       1,000,000     173,399    173,399      1,000,000      208,037     208,037   1,000,000
 6       249,970     169,555      169,555       1,000,000     210,998    210,998      1,000,000      261,700     261,700   1,000,000
 7       299,219     194,236      194,236       1,000,000     249,761    249,761      1,000,000      320,566     320,566   1,000,000
 8       350,930     218,109      218,109       1,000,000     289,986    289,986      1,000,000      385,559     385,559   1,000,000
 9       405,226     240,997      240,997       1,000,000     331,555    331,555      1,000,000      457,175     457,175   1,000,000
10       462,238     262,626      262,626       1,000,000     374,332    374,332      1,000,000      536,077     536,077   1,000,000
11       522,099     282,702      282,702       1,000,000     418,197    418,197      1,000,000      623,113     623,113   1,000,000
12       584,954     301,402      301,402       1,000,000     463,459    463,459      1,000,000      719,635     719,635   1,000,000
13       650,952     318,685      318,685       1,000,000     510,285    510,285      1,000,000      827,104     827,104   1,000,000
14       720,250     334,689      334,689       1,000,000     559,008    559,008      1,000,000      947,235     947,235   1,032,486
15       793,012     349,051      349,051       1,000,000     610,024    610,024      1,000,000    1,081,061   1,081,061   1,156,736
16       869,413     361,752      361,752       1,000,000     663,413    663,413      1,000,000    1,228,887   1,228,887   1,290,331
17       949,633     373,109      373,109       1,000,000     719,769    719,769      1,000,000    1,391,673   1,391,673   1,461,256
18     1,033,865     383,009      383,009       1,000,000     779,515    779,515      1,000,000    1,570,889   1,570,889   1,649,434
19     1,122,308     391,334      391,334       1,000,000     843,179    843,179      1,000,000    1,768,146   1,768,146   1,856,553
20     1,215,174     397,957      397,957       1,000,000     911,412    911,412      1,000,000    1,985,198   1,985,198   2,084,458
25     1,753,971     399,878      399,878       1,000,000   1,306,555  1,306,555      1,371,883    3,440,972   3,440,972   3,613,021
30     2,441,628     320,024      320,024       1,000,000   1,780,038  1,780,038      1,869,040    5,763,476   5,763,476   6,051,650
35     3,319,271      21,460       21,460       1,000,000   2,361,688  2,361,688      2,385,305    9,522,246   9,522,246   9,617,469
40         --          --            --            --       3,114,568  3,114,568      3,114,568   15,810,709  15,810,709  15,810,709
45         --          --            --            --          --          --            --           --           --         --
</TABLE>



                                       16
<PAGE>   17

    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.

     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.




                                       17
<PAGE>   18


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


<TABLE>
<CAPTION>

                              0% HYPOTHETICAL                     6% HYPOTHETICAL                       12% HYPOTHETICAL
          PREMIUM         GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN                GROSS INVESTMENT RETURN
         PAID 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      20,696      20,696      1,000,000      22,333     22,333    1,000,000      23,976      23,976      1,000,000
 2        75,338      40,120      40,120      1,000,000      44,703     44,703    1,000,000      49,501      49,501      1,000,000
 3       115,854      57,984      57,984      1,000,000      66,813     66,813    1,000,000      76,450      76,450      1,000,000
 4       158,397      74,155      74,155      1,000,000      88,516     88,516    1,000,000     104,867     104,867      1,000,000
 5       203,067      88,495      88,495      1,000,000     109,661    109,661    1,000,000     134,821     134,821      1,000,000
 6       249,970     100,882     100,882      1,000,000     130,115    130,115    1,000,000     166,432     166,432      1,000,000
 7       299,219     111,225     111,225      1,000,000     149,780    149,780    1,000,000     199,903     199,903      1,000,000
 8       350,930     119,396     119,396      1,000,000     168,533    168,533    1,000,000     235,467     235,467      1,000,000
 9       405,226     125,265     125,265      1,000,000     186,252    186,252    1,000,000     273,429     273,429      1,000,000
10       462,238     128,631     128,631      1,000,000     202,758    202,758    1,000,000     314,134     314,134      1,000,000
11       522,099     129,156     129,156      1,000,000     217,754    217,754    1,000,000     357,933     357,933      1,000,000
12       584,954     125,877     125,877      1,000,000     230,378    230,378    1,000,000     404,867     404,867      1,000,000
13       650,952     119,254     119,254      1,000,000     241,056    241,056    1,000,000     456,206     456,206      1,000,000
14       720,250     108,022     108,022      1,000,000     248,706    248,706    1,000,000     512,314     512,314      1,000,000
15       793,012      91,354      91,354      1,000,000     252,635    252,635    1,000,000     574,220     574,220      1,000,000
16       869,413      68,459      68,459      1,000,000     252,184    252,184    1,000,000     643,432     643,432      1,000,000
17       949,633      38,385      38,385      1,000,000     246,556    246,556    1,000,000     721,952     721,952      1,000,000
18     1,033,865          10          10     1,000,000      234,797    234,797    1,000,000     812,449     812,449      1,000,000
19     1,122,308           0           0             0      215,753    215,753    1,000,000     918,461     918,461      1,000,000
20            --          --          --            --      187,780    187,780    1,000,000   1,040,689   1,040,689      1,092,723
21            --          --          --            --      148,472    148,472    1,000,000   1,173,773   1,173,773      1,232,462
22            --          --          --            --       94,455     94,455    1,000,000   1,318,532   1,318,532      1,384,459
23            --          --          --            --       20,897     20,897    1,000,000   1,475,796   1,475,796      1,549,586
24            --          --          --            --         0          0           0       1,646,405   1,646,405      1,728,725
25            --          --          --            --         --         --         --       1,831,226   1,831,226      1,922,788
26            --          --          --            --         --         --         --       2,031,166   2,031,166      2,132,724
27            --          --        --           --            --         --         --       2,247,169   2,247,169      2,359,528
</TABLE>




                                       18

<PAGE>   19
 
<TABLE>
<S>       <C>         <C>          <C>           <C>      <C>        <C>          <C>        <C>           <C>           <C>
 28         --          --           --           --        --         --           --        2,480,214     2,480,214     2,604,225

 29         --          --           --           --        --         --           --        2,731,333     2,731,333     2,867,900

 30         --          --           --           --        --         --           --        3,001,550     3,001,550     3,151,628

 31         --          --           --           --        --         --           --        3,291,849     3,291,849     3,456,442

 32         --          --           --           --        --         --           --        3,612,932     3,612,932     3,757,449

 33         --          --           --           --        --         --           --        3,970,020     3,970,020     4,089,121

 34         --          --           --           --        --         --           --        4,369,604     4,369,604     4,456,996

 35         --          --           --           --        --         --           --        4,819,867     4,819,867     4,868,066

 36         --          --           --           --        --         --           --        5,326,932     5,326,932     5,326,932

 37         --          --           --           --        --         --           --        5,883,436     5,883,436     5,883,436

 38         --          --           --           --        --         --           --        6,494,199     6,494,199     6,494,199

 39         --          --           --           --        --         --           --        7,164,511     7,164,511     7,164,511

 40         --          --           --           --        --         --           --        7,900,179     7,900,179     7,900,179
</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.




                                       19
<PAGE>   20
                                      
                                 SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                    MALE PREFERRED NON-TOBACCO ISSUE AGE 45
                   FEMALE PREFERRED NON-TOBACCO ISSUE AGE 40
                             ANNUAL PREMIUM $9,500
                       $1,000,000 INITIAL DEATH BENEFIT:
                    OPTION A - CASH VALUE ACCUMULATION TEST
                       VALUES--CURRENT COST OF INSURANCE

<TABLE>
<CAPTION>
                                 0% HYPOTHETICAL                     6% HYPOTHETICAL                       12% HYPOTHETICAL
          PREMIUM           GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN
         PAID 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       8,679       8,679    1,000,000        9,220       9,220    1,000,000        9,761        9,761     1,000,000
   2       20,449      17,363      17,363    1,000,000       18,993      18,993    1,000,000       20,688       20,688     1,000,000
   3       31,446      25,874      25,874    1,000,000       29,158      29,158    1,000,000       32,710       32,710     1,000,000
   4       42,993      34,216      34,216    1,000,000       39,731      39,731    1,000,000       45,935       45,935     1,000,000
   5       55,118      42,392      42,392    1,000,000       50,728      50,728    1,000,000       60,484       60,484     1,000,000
   6       67,849      50,405      50,405    1,000,000       62,166      62,166    1,000,000       76,490       76,490     1,000,000
   7       81,217      58,252      58,252    1,000,000       74,056      74,056    1,000,000       94,091       94,091     1,000,000
   8       95,252      65,921      65,921    1,000,000       86,401      86,401    1,000,000      113,431      113,431     1,000,000
   9      109,990      73,416      73,416    1,000,000       99,219      99,219    1,000,000      134,687      134,687     1,000,000
  10      125,464      80,743      80,743    1,000,000      112,533     112,533    1,000,000      158,053      158,053     1,000,000
  11      141,713      88,044      88,044    1,000,000      126,549     126,549    1,000,000      183,996      183,996     1,000,000
  12      158,773      95,211      95,211    1,000,000      141,149     141,149    1,000,000      212,578      212,578     1,000,000
  13      176,687     102,247     102,247    1,000,000      156,359     156,359    1,000,000      244,067      244,067     1,000,000
  14      195,496     109,155     109,155    1,000,000      172,202     172,202    1,000,000      278,759      278,759     1,000,000
  15      215,246     115,935     115,935    1,000,000      188,707     188,707    1,000,000      316,980      316,980     1,000,000
  16      235,983     122,592     122,592    1,000,000      205,899     205,899    1,000,000      359,088      359,088     1,000,000
  17      257,758     129,083     129,083    1,000,000      223,768     223,768    1,000,000      405,442      405,442     1,052,896
  18      280,621     135,402     135,402    1,000,000      242,335     242,335    1,000,000      456,447      456,447     1,142,810
  19      304,627     141,541     141,541    1,000,000      261,619     261,619    1,000,000      512,559      512,559     1,237,646
  20      329,833     147,491     147,491    1,000,000      281,643     281,643    1,000,000      574,280      574,280     1,337,825
  21      356,300     153,243     153,243    1,000,000      302,430     302,430    1,000,000      642,156      642,156     1,443,803
  22      384,090     158,782     158,782    1,000,000      324,000     324,000    1,000,000      716,786      716,786     1,556,084
  23      413,269     164,104     164,104    1,000,000      346,384     346,384    1,000,000      798,832      798,832     1,675,255
  24      443,907     169,195     169,195    1,000,000      369,609     369,609    1,000,000      889,017      889,017     1,801,975
  25      476,078     174,038     174,038    1,000,000      393,700     393,700    1,000,000      988,128      988,128     1,936,967
  26      509,857     178,617     178,617    1,000,000      418,687     418,687    1,000,000    1,097,027    1,097,027     2,081,017

</TABLE>
               
                                      20
<PAGE>   21
 
<TABLE>
<S>    <C>          <C>         <C>        <C>         <C>         <C>          <C>          <C>           <C>           <C>
27       545,325    183,074     183,074    1,000,000      445,013     445,013     1,000,000    1,217,734     1,217,734     2,237,110
28       582,566    187,173     187,173    1,000,000      472,307     472,307     1,000,000    1,350,360     1,350,360     2,404,126
29       621,669    190,864     190,864    1,000,000      500,596     500,596     1,000,000    1,496,024     1,496,024     2,583,139
30       662,728    194,090     194,090    1,000,000      529,910     529,910     1,000,000    1,655,939     1,655,939     2,775,204
31       705,839    196,776     196,776    1,000,000      560,275     560,275     1,000,000    1,831,408     1,831,408     2,981,478
32       751,106    198,885     198,885    1,000,000      591,754     591,754     1,000,000    2,023,920     2,023,920     3,203,399
33       798,636    200,358     200,358    1,000,000      624,408     624,408     1,000,000    2,235,074     2,235,074     3,442,573
34       848,543    201,102     201,102    1,000,000      658,298     658,298     1,000,000    2,466,580     2,466,580     3,700,758
35       900,945    201,004     201,004    1,000,000      693,457     693,457     1,014,562    2,720,281     2,720,281     3,979,907
36       955,967    199,933     199,933    1,000,000      729,774     729,774     1,042,307    2,998,168     2,998,168     4,282,164
37     1,013,741    197,742     197,742    1,000,000      767,262     767,262     1,070,998    3,302,409     3,302,409     4,609,733
38     1,074,403    194,302     194,302    1,000,000      805,948     805,948     1,100,739    3,635,420     3,635,420     4,965,148
39     1,138,098    189,437     189,437    1,000,000      845,849     845,849     1,131,586    3,999,789     3,999,789     5,350,958
40     1,204,978    182,938     182,938    1,000,000      886,984     886,984     1,163,564    4,398,319     4,398,319     5,769,803
41     1,275,202    174,582     174,582    1,000,000      929,377     929,377     1,196,741    4,834,096     4,834,096     6,224,768
42     1,348,937    164,128     164,128    1,000,000      973,060     973,060     1,231,204    5,310,508     5,310,508     6,719,333
43     1,426,359    150,939     150,939    1,000,000    1,017,960   1,017,960     1,266,902    5,830,643     5,830,643     7,256,527
44     1,507,651    134,729     134,729    1,000,000    1,064,133   1,064,133     1,303,999    6,398,572     6,398,572     7,840,874
45     1,593,009    114,699     114,699    1,000,000    1,111,516   1,111,516     1,342,422    7,017,971     7,017,971     8,475,884
46     1,682,635     90,303      90,303    1,000,000    1,160,153   1,160,153     1,382,229    7,693,475     7,693,475     9,166,160
47     1,776,741     60,724      60,724    1,000,000    1,210,054   1,210,054     1,423,338    8,429,907     8,429,907     9,915,762
48     1,875,553     24,952      24,952    1,000,000    1,261,241   1,261,241     1,465,701    9,232,548     9,232,548    10,729,237
49     1,979,306       0           0            0       1,313,752   1,313,752     1,509,199   10,107,269    10,107,269    11,610,927
50         --         --          --           --       1,367,648   1,367,648     1,553,757   11,060,610    11,060,610    12,565,737
51         --         --          --           --       1,423,016   1,423,016     1,599,370   12,099,945    12,099,945    13,599,491
52         --         --          --           --       1,479,667   1,479,667     1,645,730   13,230,859    13,230,859    14,715,759
53         --         --          --           --       1,539,248   1,539,248     1,694,604   14,475,661    14,475,661    15,936,690
54         --         --          --           --       1,600,659   1,600,659     1,744,479   15,834,775    15,834,775    17,257,529
55         --         --          --           --       1,664,358   1,664,358     1,794,627   17,322,782    17,322,782    18,678,636
56         --         --          --           --       1,731,103   1,731,103     1,843,070   18,959,401    18,959,401    20,185,695
57         --         --          --           --       1,801,432   1,801,432     1,892,873   20,764,538    20,764,538    21,818,546
58         --         --          --           --       1,876,285   1,876,285     1,947,565   22,765,457    22,765,457    23,630,317
59         --         --          --           --       1,956,214   1,956,214     2,010,499   24,988,373    24,988,373    25,681,801
60         --         --          --           --       2,044,707   2,044,707     2,051,393   27,502,191    27,502,191    27,592,123
</TABLE>








































                                      21
<PAGE>   22

    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.




                                       22
<PAGE>   23
                                       
                                       
                                  SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                    MALE PREFERRED NON-TOBACCO ISSUE AGE 45
                   FEMALE PREFERRED NON-TOBACCO ISSUE AGE 40
                             ANNUAL PREMIUM $9,500
                       $1,000,000 INITIAL DEATH BENEFIT:
                    OPTION A - CASH VALUE ACCUMULATION TEST
                      VALUES--GUARANTEED COST OF INSURANCE

<TABLE>
<CAPTION>
                                                                                                                         
                               0% HYPOTHETICAL                     6% HYPOTHETICAL                      12% HYPOTHETICAL
           PREMIUM        GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN
          PAID 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       8,637     8,637    1,000,000      9,177         9,177      1,000,000      9,717         9,717      1,000,000
 2        20,449      17,258    17,258    1,000,000     18,883        18,883      1,000,000     20,573        20,573      1,000,000
 3        31,446      25,686    25,686    1,000,000     28,954        28,954      1,000,000     32,488        32,488      1,000,000
 4        42,993      33,926    33,926    1,000,000     39,404        39,404      1,000,000     45,567        45,567      1,000,000
 5        55,118      41,981    41,981    1,000,000     50,247        50,247      1,000,000     59,923        59,923      1,000,000
 6        67,849      49,846    49,846    1,000,000     61,489        61,489      1,000,000     75,670        75,670      1,000,000
 7        81,217      57,498    57,498    1,000,000     73,114        73,114      1,000,000     92,916        92,916      1,000,000
 8        95,252      64,932    64,932    1,000,000     85,131        85,131      1,000,000    111,799       111,799      1,000,000
 9       109,990      72,146    72,146    1,000,000     97,546        97,546      1,000,000    132,473       132,473      1,000,000
10       125,464      79,133    79,133    1,000,000    110,365       110,365      1,000,000    155,104       155,104      1,000,000
11       141,713      85,886    85,886    1,000,000    123,590       123,590      1,000,000    179,874       179,874      1,000,000
12       158,773      92,397    92,397    1,000,000    137,224       137,224      1,000,000    206,982       206,982      1,000,000
13       176,687      98,653    98,653    1,000,000    151,269       151,269      1,000,000    236,647       236,647      1,000,000
14       195,496     104,640   104,640    1,000,000    165,722       165,722      1,000,000    269,110       269,110      1,000,000
15       215,246     110,341   110,341    1,000,000    180,579       180,579      1,000,000    304,634       304,634      1,000,000
16       235,983     115,735   115,735    1,000,000    195,836       195,836      1,000,000    343,510       343,510      1,000,000
17       257,758     120,800   120,800    1,000,000    211,483       211,483      1,000,000    386,065       386,065      1,002,576
18       280,621     125,507   125,507    1,000,000    227,511       227,511      1,000,000    432,568       432,568      1,083,025
19       304,627     129,829   129,829    1,000,000    243,909       243,909      1,000,000    483,309       483,309      1,167,017
20       329,833     133,726   133,726    1,000,000    260,658       260,658      1,000,000    538,635       538,635      1,254,789
21       356,300     137,148   137,148    1,000,000    277,733       277,733      1,000,000    598,916       598,916      1,346,584
22       384,090     140,038   140,038    1,000,000    295,103       295,103      1,000,000    664,540       664,540      1,442,663
23       413,269     142,319   142,319    1,000,000    312,724       312,724      1,000,000    735,908       735,908      1,543,295
24       443,907     143,890   143,890    1,000,000    330,537       330,537      1,000,000    813,431       813,431      1,648,767
25       476,078     144,635   144,635    1,000,000    348,474       348,474      1,000,000    897,530       897,530      1,759,375
                
</TABLE>

                                      23
<PAGE>   24

<TABLE>
<S>  <C>           <C>        <C>         <C>          <C>          <C>          <C>           <C>          <C>            <C>
26      509,857    144,427    144,427     1,000,000    366,465      366,465      1,000,000       988,651       988,651     1,875,431
27      545,325    143,058    143,058     1,000,000    384,387      384,387      1,000,000     1,087,183     1,087,183     1,997,275
28      582,566    140,481    140,481     1,000,000    402,244      402,244      1,000,000     1,193,732     1,193,732     2,125,272
29      621,669    136,458    136,458     1,000,000    419,913      419,913      1,000,000     1,308,751     1,308,751     2,259,781
30      662,728    130,770    130,770     1,000,000    437,296      437,296      1,000,000     1,432,760     1,432,760     2,401,176
31      705,839    123,148    123,148     1,000,000    454,281      454,281      1,000,000     1,566,288     1,566,288     2,549,870
32      751,106    113,251    113,251     1,000,000    470,726      470,726      1,000,000     1,709,852     1,709,852     2,706,302
33      798,636    100,626    100,626     1,000,000    486,444      486,444      1,000,000     1,863,922     1,863,922     2,870,906
34      848,543     84,717     84,717     1,000,000    501,218      501,218      1,000,000     2,028,947     2,028,947     3,044,151
35      900,945     64,837     64,837     1,000,000    514,793      514,793      1,000,000     2,205,349     2,205,349     3,226,536
36      955,967     40,162     40,162     1,000,000    526,881      526,881      1,000,000     2,393,547     2,393,547     3,418,608
37    1,013,741      9,717      9,717     1,000,000    537,167      537,167      1,000,000     2,593,995     2,593,995     3,620,880
38    1,074,403        0          0            0       545,292      545,292      1,000,000     2,807,201     2,807,201     3,833,991
39        --          --         --           --       550,841      550,841      1,000,000     3,033,736     3,033,736     4,058,562
40        --          --         --           --       553,297      553,297      1,000,000     3,274,227     3,274,227     4,295,197
41        --          --         --           --       551,972      551,972      1,000,000     3,529,293     3,529,293     4,544,600
42        --          --         --           --       545,944      545,944      1,000,000     3,799,541     3,799,541     4,807,522
43        --          --         --           --       533,937      533,937      1,000,000     4,085,513     4,085,513     5,084,625
44        --          --         --           --       514,200      514,200      1,000,000     4,387,728     4,387,728     5,376,766
45        --          --         --           --       484,414      484,414      1,000,000     4,706,941     4,706,941     5,684,761
46        --          --         --           --       441,332      441,332      1,000,000     5,044,007     5,044,007     6,009,530
47        --          --         --           --       380,442      380,442      1,000,000     5,400,132     5,400,132     6,351,959
48        --          --         --           --       295,128      295,128      1,000,000     5,776,648     5,776,648     6,713,101
49        --          --         --           --       175,721      175,721      1,000,000     6,175,318     6,175,318     7,094,020
50        --          --         --           --         7,149        7,149      1,000,000     6,597,818     6,597,818     7,495,649
51        --          --         --           --          0            0             0         7,046,029     7,046,029     7,919,244
52        --          --         --           --         --           --            --         7,521,748     7,521,748     8,365,914
53        --          --         --           --         --           --            --         8,026,728     8,026,728     8,836,865
54        --          --         --           --         --           --            --         8,563,991     8,563,991     9,333,466
55        --          --         --           --         --           --            --         9,142,207     9,142,207     9,857,768
56        --          --         --           --         --           --            --         9,779,571     9,779,571    10,412,114
57        --          --         --           --         --           --            --         0,463,333    10,463,333    10,994,452
58        --          --         --           --         --           --            --         1,180,999    11,180,999    11,605,766
59        --          --         --           --         --           --            --         1,915,114    11,915,114    12,245,758
60        --          --         --           --         --           --            --        12,906,255    12,906,255    12,948,459

</TABLE>
                                          

                                      24
<PAGE>   25


    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.





                                       25
<PAGE>   26
                                                                 
                                       
                                 SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                    MALE PREFERRED NON-TOBACCO ISSUE AGE 45
                   FEMALE PREFERRED NON-TOBACCO ISSUE AGE 40
                             ANNUAL PREMIUM $9,500
                       $1,000,000 INITIAL DEATH BENEFIT:
                       OPTION A - GUIDELINE PREMIUM TEST
                       VALUES--CURRENT COST OF INSURANCE
                                       

<TABLE>
<CAPTION>
                                 0% HYPOTHETICAL                      6% HYPOTHETICAL                      12% HYPOTHETICAL
          PREMIUM           GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN
         PAID 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       8,679       8,679      1,000,000      9,220       9,220      1,000,000        9,761       9,761    1,000,000
  2       20,449      17,363      17,363      1,000,000     18,993      18,993      1,000,000       20,688      20,688    1,000,000
  3       31,446      25,874      25,874      1,000,000     29,158      29,158      1,000,000       32,710      32,710    1,000,000
  4       42,993      34,216      34,216      1,000,000     39,731      39,731      1,000,000       45,935      45,935    1,000,000
  5       55,118      42,392      42,392      1,000,000     50,728      50,728      1,000,000       60,484      60,484    1,000,000
  6       67,849      50,405      50,405      1,000,000     62,166      62,166      1,000,000       76,490      76,490    1,000,000
  7       81,217      58,252      58,252      1,000,000     74,056      74,056      1,000,000       94,091      94,091    1,000,000
  8       95,252      65,921      65,921      1,000,000     86,401      86,401      1,000,000      113,431     113,431    1,000,000
  9      109,990      73,416      73,416      1,000,000     99,219      99,219      1,000,000      134,687     134,687    1,000,000
 10      125,464      80,743      80,743      1,000,000    112,533     112,533      1,000,000      158,053     158,053    1,000,000
 11      141,713      88,044      88,044      1,000,000    126,549     126,549      1,000,000      183,996     183,996    1,000,000
 12      158,773      95,211      95,211      1,000,000    141,149     141,149      1,000,000      212,578     212,578    1,000,000
 13      176,687     102,247     102,247      1,000,000    156,359     156,359      1,000,000      244,067     244,067    1,000,000
 14      195,496     109,155     109,155      1,000,000    172,202     172,202      1,000,000      278,759     278,759    1,000,000
 15      215,246     115,935     115,935      1,000,000    188,707     188,707      1,000,000      316,980     316,980    1,000,000
 16      235,983     122,592     122,592      1,000,000    205,899     205,899      1,000,000      359,088     359,088    1,000,000
 17      257,758     129,083     129,083      1,000,000    223,768     223,768      1,000,000      405,446     405,446    1,000,000
 18      280,621     135,402     135,402      1,000,000    242,335     242,335      1,000,000      456,485     456,485    1,000,000
 19      304,627     141,541     141,541      1,000,000    261,619     261,619      1,000,000      512,680     512,680    1,000,000
 20      329,833     147,491     147,491      1,000,000    281,643     281,643      1,000,000      574,558     574,558    1,000,000
 21      356,300     153,243     153,243      1,000,000    302,430     302,430      1,000,000      642,704     642,704    1,000,000
 22      384,090     158,782     158,782      1,000,000    324,000     324,000      1,000,000      717,768     717,768    1,000,000
 23      413,269     164,104     164,104      1,000,000    346,384     346,384      1,000,000      800,473     800,473    1,008,596
 24      443,907     169,195     169,195      1,000,000    369,609     369,609      1,000,000      891,572     891,572    1,105,549
 25      476,078     174,038     174,038      1,000,000    393,700     393,700      1,000,000      991,871     991,871    1,210,083
                                                        
</TABLE>                                                  
                                                          

                                      26
<PAGE>   27

<TABLE>
<S>    <C>          <C>        <C>       <C>           <C>           <C>          <C>          <C>          <C>           <C>
26       509,857    178,617    178,617   1,000,000       418,687       418,687    1,000,000    1,102,300    1,102,300     1,322,760
27       545,325    183,074    183,074   1,000,000       445,013       445,013    1,000,000    1,224,966    1,224,966     1,457,709
28       582,566    187,173    187,173   1,000,000       472,307       472,307    1,000,000    1,360,098    1,360,098     1,604,915
29       621,669    190,864    190,864   1,000,000       500,596       500,596    1,000,000    1,508,948    1,508,948     1,765,469
30       662,728    194,090    194,090   1,000,000       529,910       529,910    1,000,000    1,672,893    1,672,893     1,940,556
31       705,839    196,776    196,776   1,000,000       560,275       560,275    1,000,000    1,853,441    1,853,441     2,131,457
32       751,106    198,885    198,885   1,000,000       591,754       591,754    1,000,000    2,052,360    2,052,360     2,319,167
33       798,636    200,358    200,358   1,000,000       624,408       624,408    1,000,000    2,271,556    2,271,556     2,521,427
34       848,543    201,102    201,102   1,000,000       658,298       658,298    1,000,000    2,513,145    2,513,145     2,739,328
35       900,945    201,004    201,004   1,000,000       693,496       693,496    1,000,000    2,779,492    2,779,492     2,974,057
36       955,967    199,933    199,933   1,000,000       730,091       730,091    1,000,000    3,073,254    3,073,254     3,226,917
37     1,013,741    197,742    197,742   1,000,000       768,200       768,200    1,000,000    3,396,768    3,396,768     3,566,607
38     1,074,403    194,302    194,302   1,000,000       807,979       807,979    1,000,000    3,752,993    3,752,993     3,940,643
39     1,138,098    189,437    189,437   1,000,000       849,613       849,613    1,000,000    4,145,163    4,145,163     4,352,421
40     1,204,978    182,938    182,938   1,000,000       893,329       893,329    1,000,000    4,576,813    4,576,813     4,805,653
41     1,275,202    174,582    174,582   1,000,000       939,417       939,417    1,000,000    5,051,811    5,051,811     5,304,401
42     1,348,937    164,128    164,128   1,000,000       987,919       987,919    1,037,315    5,574,384    5,574,384     5,853,103
43     1,426,359    150,939    150,939   1,000,000     1,038,284     1,038,284    1,090,198    6,149,026    6,149,026     6,456,477
44     1,507,651    134,729    134,729   1,000,000     1,090,551     1,090,551    1,145,078    6,780,753    6,780,753     7,119,791
45     1,593,009    114,699    114,699   1,000,000     1,144,741     1,144,741    1,201,978    7,474,850    7,474,850     7,848,592
46     1,682,635     90,303     90,303   1,000,000     1,200,890     1,200,890    1,260,934    8,237,175    8,237,175     8,649,033
47     1,776,741     60,724     60,724   1,000,000     1,259,019     1,259,019    1,321,970    9,074,005    9,074,005     9,527,705
48     1,875,553     24,952     24,952   1,000,000     1,319,141     1,319,141    1,385,098    9,992,103    9,992,103    10,491,708
49     1,979,306       0          0          0         1,381,263     1,381,263    1,450,326   10,998,745   10,998,745    11,548,683
50         --          --        --          --        1,445,378     1,445,378    1,517,647   12,101,732   12,101,732    12,706,818
51         --          --        --          --        1,511,470     1,511,470    1,587,043   13,309,407   13,309,407    13,974,877
52         --          --        --          --        1,580,604     1,580,604    1,643,828   14,640,807   14,640,807    15,226,439
53         --          --        --          --        1,654,827     1,654,827    1,704,472   16,126,555   16,126,555    16,610,352
54         --          --        --          --        1,733,270     1,733,270    1,767,935   17,774,165   17,774,165    18,129,648
55         --          --        --          --        1,816,647     1,816,647    1,834,813   19,607,075   19,607,075    19,803,146
56         --          --        --          --        1,905,207     1,905,207    1,905,207   21,646,494   21,646,494    21,646,494
57         --          --        --          --        1,997,621     1,997,621    1,997,621   23,896,993   23,896,993    23,896,993
58         --          --        --          --        2,094,054     2,094,054    2,094,054   26,380,418   26,380,418    26,380,418
59         --          --        --          --        2,194,682     2,194,682    2,194,682   29,120,878   29,120,878    29,120,878
60         --          --        --          --        2,299,687     2,299,687    2,299,687   32,144,976   32,144,976    32,144,976

</TABLE>
                
                                      27
<PAGE>   28


    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.





                                       28
<PAGE>   29
                                 SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                    MALE PREFERRED NON-TOBACCO ISSUE AGE 45
                   FEMALE PREFERRED NON-TOBACCO ISSUE AGE 40
                             ANNUAL PREMIUM $9,500
                       $1,000,000 INITIAL DEATH BENEFIT:
                       OPTION A - GUIDELINE PREMIUM TEST
                     VALUES--GUARANTEED COST OF INSURANCE

<TABLE>
<CAPTION>
                                0% HYPOTHETICAL                        6% HYPOTHETICAL                    12% HYPOTHETICAL
                            GROSS INVESTMENT RETURN                GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN
          PREMIUM     ---------------------------------      ----------------------------------   ----------------------------------
         PAID 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       8,637        8,637      1,000,000      9,177         9,177      1,000,000      9,717      9,717      1,000,000
 2       20,449      17,258       17,258      1,000,000     18,883        18,883      1,000,000     20,573     20,573      1,000,000
 3       31,446      25,686       25,686      1,000,000     28,954        28,954      1,000,000     32,488     32,488      1,000,000
 4       42,993      33,926       33,926      1,000,000     39,404        39,404      1,000,000     45,567     45,567      1,000,000
 5       55,118      41,981       41,981      1,000,000     50,247        50,247      1,000,000     59,923     59,923      1,000,000
 6       67,849      49,846       49,846      1,000,000     61,489        61,489      1,000,000     75,670     75,670      1,000,000
 7       81,217      57,498       57,498      1,000,000     73,114        73,114      1,000,000     92,916     92,916      1,000,000
 8       95,252      64,932       64,932      1,000,000     85,131        85,131      1,000,000    111,799    111,799      1,000,000
 9      109,990      72,146       72,146      1,000,000     97,546        97,546      1,000,000    132,473    132,473      1,000,000
10      125,464      79,133       79,133      1,000,000    110,365       110,365      1,000,000    155,104    155,104      1,000,000
11      141,713      85,886       85,886      1,000,000    123,590       123,590      1,000,000    179,874    179,874      1,000,000
12      158,773      92,397       92,397      1,000,000    137,224       137,224      1,000,000    206,982    206,982      1,000,000
13      176,687      98,653       98,653      1,000,000    151,269       151,269      1,000,000    236,647    236,647      1,000,000
14      195,496     104,640      104,640      1,000,000    165,722       165,722      1,000,000    269,110    269,110      1,000,000
15      215,246     110,341      110,341      1,000,000    180,579       180,579      1,000,000    304,634    304,634      1,000,000
16      235,983     115,735      115,735      1,000,000    195,836       195,836      1,000,000    343,510    343,510      1,000,000
17      257,758     120,800      120,800      1,000,000    211,483       211,483      1,000,000    386,065    386,065      1,000,000
18      280,621     125,507      125,507      1,000,000    227,511       227,511      1,000,000    432,657    432,657      1,000,000
19      304,627     129,829      129,829      1,000,000    243,909       243,909      1,000,000    483,692    483,692      1,000,000
20      329,833     133,726      133,726      1,000,000    260,658       260,658      1,000,000    539,618    539,618      1,000,000
21      356,300     137,148      137,148      1,000,000    277,733       277,733      1,000,000    600,940    600,940      1,000,000
22      384,090     140,038      140,038      1,000,000    295,103       295,103      1,000,000    668,230    668,230      1,000,000
23      413,269     142,319      142,319      1,000,000    312,724       312,724      1,000,000    742,138    742,138      1,000,000
24      443,907     143,890      143,890      1,000,000    330,537       330,537      1,000,000    823,403    823,403      1,021,019
25      476,078     144,635      144,635      1,000,000    348,474       348,474      1,000,000    912,546    912,546      1,113,306
</TABLE>

                                      29
<PAGE>   30

<TABLE>

<S>    <C>          <C>          <C>        <C>          <C>          <C>         <C>           <C>          <C>           <C>
26      509,857     144,427      144,427    1,000,000    366,465      366,465     1,000,000     1,010,151    1,010,151     1,212,181
27      545,325     143,058      143,058    1,000,000    384,387      384,387     1,000,000     1,116,913    1,116,913     1,329,127
28      582,566     140,481      140,481    1,000,000    402,244      402,244     1,000,000     1,233,686    1,233,686     1,455,750
29      621,669     136,458      136,458    1,000,000    419,913      419,913     1,000,000     1,361,358    1,361,358     1,592,789
30      662,728     130,770      130,770    1,000,000    437,296      437,296     1,000,000     1,500,907    1,500,907     1,741,052
31      705,839     123,148      123,148    1,000,000    454,281      454,281     1,000,000     1,653,397    1,653,397     1,901,406
32      751,106     113,251      113,251    1,000,000    470,726      470,726     1,000,000     1,820,321    1,820,321     2,056,963
33      798,636     100,626      100,626    1,000,000    486,444      486,444     1,000,000     2,003,157    2,003,157     2,223,504
34      848,543      84,717       84,717    1,000,000    501,218      501,218     1,000,000     2,203,600    2,203,600     2,401,924
35      900,945      64,837       64,837    1,000,000    514,793      514,793     1,000,000     2,423,627    2,423,627     2,593,281
36      955,967      40,162       40,162    1,000,000    526,881      526,881     1,000,000     2,665,578    2,665,578     2,798,857
37    1,013,741       9,717        9,717    1,000,000    537,167      537,167     1,000,000     2,929,898    2,929,898     3,076,393
38    1,074,403         0            0         0         545,292      545,292     1,000,000     3,218,465    3,218,465     3,379,389
39         --          --           --        --         550,841      550,841     1,000,000     3,533,281    3,533,281     3,709,945
40         --          --           --        --         553,297      553,297     1,000,000     3,876,468    3,876,468     4,070,291
41         --          --           --        --         551,972      551,972     1,000,000     4,250,254    4,250,254     4,462,766
42         --          --           --        --         545,944      545,944     1,000,000     4,656,964    4,656,964     4,889,812
43         --          --           --        --         533,937      533,937     1,000,000     5,098,988    5,098,988     5,353,938
44         --          --           --        --         514,200      514,200     1,000,000     5,578,773    5,578,773     5,857,712
45         --          --           --        --         484,414      484,414     1,000,000     6,098,859    6,098,859     6,403,802
46         --          --           --        --         441,332      441,332     1,000,000     6,661,834    6,661,834     6,994,926
47         --          --           --        --         380,442      380,442     1,000,000     7,270,373    7,270,373     7,633,891
48         --          --           --        --         295,128      295,128     1,000,000     7,927,124    7,927,124     8,323,480
49         --          --           --        --         175,721      175,721     1,000,000     8,634,751    8,634,751     9,066,488
50         --          --           --        --           7,149        7,149     1,000,000     9,395,605    9,395,605     9,865,385
51         --          --           --        --          0           0             0          10,211,655   10,211,655    10,722,238
52         --          --           --        --          --          --            --         11,111,974   11,111,974    11,556,453
53         --          --           --        --          --          --            --         12,111,084   12,111,084    12,474,417
54         --          --           --        --          --          --            --         13,228,230   13,228,230    13,492,795
55         --          --           --        --          --          --            --         14,489,395   14,489,395    14,634,289
56         --          --           --        --          --          --            --         15,912,143   15,912,143    15,912,143
57         --          --           --        --          --          --            --         17,473,608   17,473,608    17,473,608
58         --          --           --        --          --          --            --         19,187,316   19,187,316    19,187,316
59         --          --           --        --          --          --            --         21,068,111   21,068,111    21,068,111
60         --          --           --        --          --          --            --         23,132,284   23,132,284    23,132,284
</TABLE>


                                      30
<PAGE>   31

    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.




                                       31
<PAGE>   32
                                      
                                      
                                 SURVIVORSHIP
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                   MALE PREFERRED NON-TOBACCO ISSUE AGE 65
                  FEMALE PREFERRED NON-TOBACCO ISSUE AGE 60
                            ANNUAL PREMIUM $50,000
                      $2,000,000 INITIAL DEATH BENEFIT:
                      OPTION A - CASH VALUE ACCUMULATION
                      VALUES--CURRENT COST OF INSURANCE


<TABLE>
<CAPTION>
                                 0% HYPOTHETICAL                 6% HYPOTHETICAL                       12% HYPOTHETICAL
          PREMIUM           GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN                 GROSS INVESTMENT RETURN
         PAID 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     47,012     47,012     2,000,000     49,903      49,903     2,000,000      52,793        52,793     2,000,000
   2       107,625     93,409     93,409     2,000,000    102,137     102,137     2,000,000     111,213       111,213     2,000,000
   3       165,506    138,694    138,694     2,000,000    156,280     156,280     2,000,000     175,297       175,297     2,000,000
   4       226,282    182,701    182,701     2,000,000    212,225     212,225     2,000,000     245,437       245,437     2,000,000
   5       290,096    225,525    225,525     2,000,000    270,151     270,151     2,000,000     322,394       322,394     2,000,000
   6       357,100    266,826    266,826     2,000,000    329,780     329,780     2,000,000     406,507       406,507     2,000,000
   7       427,455    306,317    306,317     2,000,000    390,899     390,899     2,000,000     498,268       498,268     2,000,000
   8       501,328    344,295    344,295     2,000,000    453,868     453,868     2,000,000     598,807       598,807     2,000,000
   9       578,895    380,731    380,731     2,000,000    518,753     518,753     2,000,000     709,084       709,084     2,000,000
  10       660,339    416,250    416,250     2,000,000    586,412     586,412     2,000,000     831,137       831,137     2,000,000
  11       745,856    450,299    450,299     2,000,000    656,355     656,355     2,000,000     965,565       965,565     2,000,000
  12       835,649    483,531    483,531     2,000,000    729,307     729,307     2,000,000   1,114,286     1,114,286     2,000,000
  13       929,932    516,063    516,063     2,000,000    805,528     805,528     2,000,000   1,278,990     1,278,990     2,000,000
  14     1,026,928    548,190    548,190     2,000,000    885,431     885,431     2,000,000   1,460,965     1,460,965     2,211,799
  15     1,132,875    579,940    579,940     2,000,000    969,216     969,216     2,000,000   1,661,591     1,661,591     2,449,219
  16     1,242,018    610,092    610,092     2,000,000  1,056,185   1,056,185     2,000,000   1,882,046     1,882,046     2,704,500
  17     1,356,619    638,085    638,085     2,000,000  1,146,235   1,146,235     2,000,000   2,123,914     2,123,914     2,979,300
  18     1,476,950    663,769    663,769     2,000,000  1,239,625   1,239,625     2,000,000   2,389,163     2,389,163     3,275,685
  19     1,603,298    686,941    686,941     2,000,000  1,336,664   1,336,664     2,000,000   2,679,910     2,679,910     3,595,903
  20     1,735,963    707,370    707,370     2,000,000  1,437,752   1,437,752     2,000,000   2,998,454     2,998,454     3,942,217
  21     1,875,261    724,817    724,817     2,000,000  1,543,412   1,543,412     2,000,000   3,347,313     3,347,313     4,317,264
  22     2,021,524    739,032    739,032     2,000,000  1,653,086   1,653,086     2,093,980   3,729,252     3,729,252     4,723,880
  23     2,175,100    749,277    749,277     2,000,000  1,766,212   1,766,212     2,199,747   4,146,899     4,146,899     5,164,797
  24     2,336,355    755,284    755,284     2,000,000  1,882,900   1,882,900     2,308,304   4,603,552     4,603,552     5,643,632
  25     2,505,673    756,142    756,142     2,000,000  2,003,059   2,003,059     2,419,655   5,102,296     5,102,296     6,163,472
  26     2,683,456    751,306    751,306     2,000,000  2,126,771   2,126,771     2,533,920   5,646,900     5,646,900     6,727,943
  27     2,870,129    739,913    739,913     2,000,000  2,254,069   2,254,069     2,651,101   6,241,321     6,241,321     7,340,667

</TABLE>


                                      32
<PAGE>   33
<TABLE>
<S>    C>          <C>        <C>        <C>          <C>           <C>           <C>          <C>          <C>           <C>
28    3,066,136    720,910    720,910    2,000,000    2,385,003     2,385,003     2,771,111    6,889,890     6,889,890     8,005,294
29    3,271,942    693,017    693,017    2,000,000    2,519,658     2,519,658     2,893,777    7,597,412     7,597,412     8,725,476
30    3,488,039    654,626    654,626    2,000,000    2,658,163     2,658,163     3,019,036    8,369,238     8,369,238     9,505,445
31    3,714,941    603,718    603,718    2,000,000    2,800,708     2,800,708     3,146,848    9,211,391     9,211,391    10,349,827
32    3,953,189    535,043    535,043    2,000,000    2,946,925     2,946,925     3,276,716   10,128,532    10,128,532    11,262,016
33    4,203,348    444,501    444,501    2,000,000    3,097,152     3,097,152     3,408,942   11,128,083    11,128,083    12,248,347
34    4,466,015    327,013    327,013    2,000,000    3,251,933     3,251,933     3,543,664   12,218,972    12,218,972    13,315,136
35    4,741,816    176,332    176,332    2,000,000    3,412,209     3,412,209     3,679,249   13,412,636    13,412,636    14,462,309
36    5,031,407       0          0           0        3,579,610     3,579,610     3,811,139   14,724,690    14,724,690    15,677,083
37        --          --         --         --        3,755,413     3,755,413     3,946,038   16,171,300    16,171,300    16,992,155
38        --          --         --         --        3,941,700     3,941,700     4,091,445   17,774,256    17,774,256    18,449,500
39        --          --         --         --        4,139,765     4,139,765     4,254,643   19,554,574    19,554,574    20,097,213
40        --          --         --         --        4,357,174     4,357,174     4,371,422   21,566,862    21,566,862    21,637,386
 
</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 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.

                                      33
<PAGE>   34
                                 SURVIVORSHIP
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                   MALE PREFERRED NON-TOBACCO ISSUE AGE 65
                  FEMALE PREFERRED NON-TOBACCO ISSUE AGE 60
                            ANNUAL PREMIUM $50,000
                      $2,000,000 INITIAL DEATH BENEFIT:
                      OPTION A - CASH VALUE ACCUMULATION
                     VALUES--GUARANTEED COST OF INSURANCE

<TABLE>
<CAPTION>
                               0%  HYPOTHETICAL                          6% HYPOTHETICAL                12% HYPOTHETICAL
                            GROSS INVESTMENT RETURN                 GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
          PREMIUM           -----------------------                 -----------------------      ----------------------------------
         PAID 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      46,738     46,738     2,000,000      49,623        49,623      2,000,000       52,510      52,510     2,000,000
 2      107,625      91,830     91,830     2,000,000     100,497       100,497      2,000,000      109,512     109,512     2,000,000
 3      165,506     134,988    134,988     2,000,000     152,340       152,340      2,000,000      171,117     171,117     2,000,000
 4      226,282     176,070    176,070     2,000,000     205,012       205,012      2,000,000      237,609     237,609     2,000,000
 5      290,096     214,900    214,900     2,000,000     258,340       258,340      2,000,000      309,286     309,286     2,000,000
 6      357,100     251,277    251,277     2,000,000     312,129       312,129      2,000,000      386,483     386,483     2,000,000
 7      427,455     284,904    284,904     2,000,000     366,096       366,096      2,000,000      469,518     469,518     2,000,000
 8      501,328     315,659    315,659     2,000,000     420,134       420,134      2,000,000      558,968     558,968     2,000,000
 9      578,895     343,215    343,215     2,000,000     473,961       473,961      2,000,000      655,353     655,353     2,000,000
10      660,339     367,253    367,253     2,000,000     527,319       527,319      2,000,000      759,365     759,365     2,000,000
11      745,856     387,394    387,394     2,000,000     579,921       579,921      2,000,000      871,852     871,852     2,000,000
12      835,649     403,157    403,157     2,000,000     631,426       631,426      2,000,000      993,860     993,860     2,000,000
13      929,932     413,910    413,910     2,000,000     681,402       681,402      2,000,000     1,126,686   1,126,686    2,000,000
14     1,028,928    418,873    418,873     2,000,000     729,354       729,354      2,000,000     1,272,020   1,272,020    2,000,000
15     1,132,875    417,102    417,102     2,000,000     774,723       774,723      2,000,000     1,430,896   1,430,896    2,109,170
16     1,242,018    407,466    407,466     2,000,000     816,896       816,896      2,000,000     1,601,022   1,601,022    2,300,669
17     1,356,619    388,653    388,653     2,000,000     855,232       855,232      2,000,000     1,782,822   1,782,822    2,500,835
18     1,476,950    359,108    359,108     2,000,000     889,038       889,038      2,000,000     1,976,761   1,976,761    2,710,258
19     1,603,298    316,953    316,953     2,000,000     917,540       917,540      2,000,000     2,183,353   2,183,353    2,929,624
20     1,735,963    259,828    259,828     2,000,000     939,806       939,806      2,000,000     2,403,154   2,403,154    3,159,547
21     1,875,261    184,623    184,623     2,000,000     954,607       954,607      2,000,000     2,636,723   2,636,723    3,400,766
22     2,021,524     87,197     87,197     2,000,000     960,307       960,307      2,000,000     2,884,621   2,884,621    3,653,978
23     2,175,100       0          0            0         954,641       954,641      2,000,000     3,147,368   3,147,368    3,919,922
24         --          --         --           --        934,516       934,516      2,000,000     3,425,480   3,425,480    4,199,399
25         --          --         --           --        895,886       895,886      2,000,000     3,719,654   3,719,654    4,493,267
26         --          --         --           --        833,078       833,078      2,000,000     4,030,684   4,030,684    4,802,318
27         --          --         --           --        738,238       738,238      2,000,000     4,359,658   4,359,658    5,127,569
28         --          --         --           --        599,800       599,800      2,000,000     4,707,783   4,707,783    5,469,927

</TABLE>


                                    34
<PAGE>   35

<TABLE>
       <S>        <C>      <C>      <C>     <C>      <C>           <C>          <C>          <C>           <C>           <C>
        29         --      --       --       --      400,836       400,836      2,000,000     5,076,634     5,076,634     5,830,413
        30         --      --       --       --      114,787       114,787      2,000,000     5,467,726     5,467,726     6,210,024
        31         --      --       --       --         0             0             0         5,882,731     5,882,731     6,609,777
        32         --      --       --       --         --            --            --        6,323,224     6,323,224     7,030,856
        33         --      --       --       --         --            --            --        6,790,691     6,790,691     7,474,310
        34         --      --       --       --         --            --            --        7,287,702     7,287,702     7,941,481
        35         --      --       --       --         --            --            --        7,822,050     7,822,050     8,434,204
        36         --      --       --       --         --            --            --        8,410,692     8,410,692     8,954,695
        37         --      --       --       --         --            --            --        9,042,027     9,042,027     9,501,000
        38         --      --       --       --         --            --            --        9,705,398     9,705,398    10,074,106
        39         --      --       --       --         --            --            --       10,385,665    10,385,665    10,673,868
        40         --      --       --       --         --            --            --       11,293,293    11,293,293    11,330,222

</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.

                                      35
<PAGE>   36
                                      
                                      
                                 SURVIVORSHIP
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                   MALE PREFERRED NON-TOBACCO ISSUE AGE 65
                  FEMALE PREFERRED NON-TOBACCO ISSUE AGE 60
                            ANNUAL PREMIUM $50,000
                      $2,000,000 INITIAL DEATH BENEFIT:
                      OPTION A - GUIDELINE PREMIUM TEST
                      VALUES--CURRENT COST OF INSURANCE
                                      

<TABLE>
<CAPTION>
                                 0% HYPOTHETICAL                   6% HYPOTHETICAL                   12% HYPOTHETICAL
          PREMIUM           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
         PAID 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     47,012      47,012    2,000,000     49,903      49,903    2,000,000      52,793       52,793     2,000,000
 2        107,625     93,409      93,409    2,000,000    102,137     102,137    2,000,000     111,213      111,213     2,000,000
 3        165,506    138,694     138,694    2,000,000    156,280     156,280    2,000,000     175,297      175,297     2,000,000
 4        226,282    182,701     182,701    2,000,000    212,225     212,225    2,000,000     245,437      245,437     2,000,000
 5        290,096    225,525     225,525    2,000,000    270,151     270,151    2,000,000     322,394      322,394     2,000,000
 6        357,100    266,826     266,826    2,000,000    329,780     329,780    2,000,000     406,507      406,507     2,000,000
 7        427,455    306,317     306,317    2,000,000    390,899     390,899    2,000,000     498,268      498,268     2,000,000
 8        501,328    344,295     344,295    2,000,000    453,868     453,868    2,000,000     598,807      598,807     2,000,000
 9        578,895    380,731     380,731    2,000,000    518,753     518,753    2,000,000     709,084      709,084     2,000,000
10        660,339    416,250     416,250    2,000,000    586,412     586,412    2,000,000     831,137      831,137     2,000,000
11        745,856    450,299     450,299    2,000,000    656,355     656,355    2,000,000     965,565      965,565     2,000,000
12        835,649    483,531     483,531    2,000,000    729,307     729,307    2,000,000   1,114,286    1,114,286     2,000,000
13        929,932    516,063     516,063    2,000,000    805,528     805,528    2,000,000   1,278,990    1,278,990     2,000,000
14      1,028,928    548,190     548,190    2,000,000    885,431     885,431    2,000,000   1,461,610    1,461,610     2,000,000
15      1,132,875    579,940     579,940    2,000,000    969,216     969,216    2,000,000   1,664,110    1,664,110     2,000,000
16      1,242,018    610,092     610,092    2,000,000  1,056,185   1,056,185    2,000,000   1,888,460    1,888,460     2,000,000
17      1,356,619    638,085     638,085    2,000,000  1,146,235   1,146,235    2,000,000   2,136,552    2,136,552     2,243,380
18        147,950    663,769     663,769    2,000,000  1,239,625   1,239,625    2,000,000   2,410,051    2,410,051     2,530,553
19      1,603,298    686,941     686,941    2,000,000  1,336,664   1,336,664    2,000,000   2,711,502    2,711,502     2,847,077
20      1,735,963    707,370     707,370    2,000,000  1,437,752   1,437,752    2,000,000   3,043,692    3,043,692     3,195,877
21      1,875,261    724,817     724,817    2,000,000  1,543,412   1,543,412    2,000,000   3,409,672    3,409,672     3,580,156
22      2,021,524    739,032     739,032    2,000,000  1,654,313   1,654,313    2,000,000   3,812,778    3,812,778     4,003,416
23      2,175,100    749,277     749,277    2,000,000  1,771,194   1,771,194    2,000,000   4,256,580    4,256,580     4,469,409
24      2,336,355    755,284     755,284    2,000,000  1,895,190   1,895,190    2,000,000   4,745,046    4,745,046     4,982,298
25      2,505,673    756,142     756,142    2,000,000  2,025,349   2,025,349    2,126,617   5,282,379    5,282,379     5,546,498
26      2,683,456    751,306     751,306    2,000,000  2,160,508   2,160,508    2,268,533   5,873,223    5,873,223     6,166,884

</TABLE>



                                      36
<PAGE>   37

<TABLE>
<S>   <C>         <C>        <C>        <C>          <C>           <C>          <C>           <C>           <C>            <C>
 27   2,870,129   739,913    739,913    2,000,000    2,300,749     2,300,749    2,415,787      6,522,567     6,522,567     6,848,695
 28   3,066,136   720,910    720,910    2,000,000    2,446,141     2,446,141    2,568,448      7,235,789     7,235,789     7,597,579
 29   3,271,942   693,017    693,017    2,000,000    2,596,731     2,596,731    2,726,568      8,018,685     8,018,685     8,419,619
 30   3,488,039   654,626    654,626    2,000,000    2,752,545     2,752,545    2,890,172      8,877,468     8,877,468     9,321,342
 31   3,714,941   603,718    603,718    2,000,000    2,913,581     2,913,581    3,059,261      9,818,797     9,818,797    10,309,737
 32   3,953,189   535,043    535,043    2,000,000    3,081,901     3,081,901    3,205,177     10,857,132    10,857,132    11,291,417
 33   4,203,348   444,501    444,501    2,000,000    3,258,492     3,258,492    3,356,246     12,005,000    12,005,000    12,365,150
 34   4,466,015   327,013    327,013    2,000,000    3,444,606     3,444,606    3,513,498     13,277,422    13,277,422    13,542,970
 35   4,741,816   176,332    176,332    2,000,000    3,641,785     3,641,785    3,678,202     14,692,419    14,692,419    14,839,343
 36   5,031,407      0          0           0        3,850,657     3,850,657    3,850,657     16,266,442    16,266,442    16,266,442
 37       --         --        --           --       4,068,615     4,068,615    4,068,615     18,003,376    18,003,376    18,003,376
 38       --         --        --           --       4,296,054     4,296,054    4,296,054     19,920,082    19,920,082    19,920,082
 39       --         --        --           --       4,533,387     4,533,387    4,533,387     22,035,168    22,035,168    22,035,168
 40       --         --        --           --       4,781,043     4,781,043    4,781,043     24,369,165    24,369,165    24,369,165
</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 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.

                                      37

<PAGE>   38
                                 SURVIVORSHIP
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                   MALE PREFERRED NON-TOBACCO ISSUE AGE 65
                  FEMALE PREFERRED NON-TOBACCO ISSUE AGE 60
                            ANNUAL PREMIUM $50,000
                      $2,000,000 INITIAL DEATH BENEFIT:
                      OPTION A - GUIDELINE PREMIUM TEST
                     VALUES--GUARANTEED COST OF INSURANCE


<TABLE>
<CAPTION>
                                0% HYPOTHETICAL                     6% HYPOTHETICAL                           12% HYPOTHETICAL
          PREMIUM           GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN                 GROSS INVESTMENT RETURN
         PAID 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     46,738     46,738   2,000,000     49,623        49,623      2,000,000      52,510        52,510     2,000,000
   2       107,625     91,830     91,830   2,000,000    100,497       100,497      2,000,000     109,512       109,512     2,000,000
   3       165,506    134,988    134,988   2,000,000    152,340       152,340      2,000,000     171,117       171,117     2,000,000
   4       226,282    176,070    176,070   2,000,000    205,012       205,012      2,000,000     237,609       237,609     2,000,000
   5       290,096    214,900    214,900   2,000,000    258,340       258,340      2,000,000     309,286       309,286     2,000,000
   6       357,100    251,277    251,277   2,000,000    312,129       312,129      2,000,000     386,483       386,483     2,000,000
   7       427,455    284,904    284,904   2,000,000    366,096       366,096      2,000,000     469,518       469,518     2,000,000
   8       501,328    315,659    315,659   2,000,000    420,134       420,134      2,000,000     558,968       558,968     2,000,000
   9       578,895    343,215    343,215   2,000,000    473,961       473,961      2,000,000     655,353       655,353     2,000,000
  10       660,339    367,253    367,253   2,000,000    527,319       527,319      2,000,000     759,365       759,365     2,000,000
  11       745,856    387,394    387,394   2,000,000    579,921       579,921      2,000,000     871,852       871,852     2,000,000
  12       835,649    403,157    403,157   2,000,000    631,426       631,426      2,000,000     993,860       993,860     2,000,000
  13       929,932    413,910    413,910   2,000,000    681,402       681,402      2,000,000   1,126,686     1,126,686     2,000,000
  14     1,028,928    418,873    418,873   2,000,000    729,354       729,354      2,000,000   1,272,020     1,272,020     2,000,000
  15     1,132,875    417,102    417,102   2,000,000    774,723       774,723      2,000,000   1,432,096     1,432,096     2,000,000
  16     1,242,018    407,466    407,466   2,000,000    816,896       816,896      2,000,000   1,609,913     1,609,913     2,000,000
  17     1,356,619    388,653    388,653   2,000,000    855,232       855,232      2,000,000   1,809,514     1,809,514     2,000,000
  18     1,476,950    359,108    359,108   2,000,000    889,038       889,038      2,000,000   2,034,410     2,034,410     2,136,130
  19     1,603,298    316,953    316,953   2,000,000    917,540       917,540      2,000,000   2,280,359     2,280,359     2,394,376
  20     1,735,963    259,828    259,828   2,000,000    939,806       939,806      2,000,000   2,548,659     2,548,659     2,676,091
  21     1,875,261    184,623    184,623   2,000,000    954,607       954,607      2,000,000   2,841,080     2,841,080     2,983,134
  22     2,021,524     87,197     87,197   2,000,000    960,307       960,307      2,000,000   3,159,472     3,159,472     3,317,446
  23     2,175,100       0          0          0        954,641       954,641      2,000,000   3,505,743     3,505,743     3,681,030
  24         --          --         --         --       934,516       934,516      2,000,000   3,881,851     3,881,851     4,075,943
  25         --          --         --         --       895,886       895,886      2,000,000   4,289,828     4,289,828     4,504,319
  26         --          --         --         --       833,078       833,078      2,000,000   4,731,748     4,731,748     4,968,335

</TABLE>


                                      38

<PAGE>   39
<TABLE>
<CAPTION>
<S>      <C>         <C>          <C>         <C>       <C>            <C>          <C>    <C>           <C>           <C>
7         --          --           --         --         738,238       738,238      2,0       5,209,754     5,209,754     5,470,242
8         --          --           --         --         599,800       599,800      2,0       5,725,977     5,725,977     6,012,276
9         --          --           --         --         400,836       400,836      2,0       6,282,560     6,282,560     6,596,688
0         --          --           --         --         114,787       114,787      2,0       6,881,414     6,881,414     7,225,485
1         --          --           --         --            0             0                   7,524,153     7,524,153     7,900,360
2         --          --           --         --            --            --                  8,232,507     8,232,507     8,561,807
3         --          --           --         --            --            --                  9,017,662     9,017,662     9,288,191
4         --          --           --         --            --            --                  9,894,484     9,894,484    10,092,373
5         --          --           --         --            --            --                 10,883,104    10,883,104    10,991,935
6         --          --           --         --            --            --                 11,997,274    11,997,274    11,997,274
7         --          --           --         --            --            --                 13,220,075    13,220,075    13,220,075
8         --          --           --         --            --            --                 14,562,099    14,562,099    14,562,099
9         --          --           --         --            --            --                 16,034,970    16,034,970    16,034,970
0         --          --           --         --            --            --                 17,651,447    17,651,447    17,651,447
</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.


                                      39


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