KEMPER INVESTORS LIFE INSURANCE CO
S-1/A, EX-99.4(A), 2000-06-21
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<PAGE>   1

                                                                    EXHIBIT 4(a)

KEMPER INVESTORS LIFE INSURANCE COMPANY                     [ZURICH KEMPER LOGO]

A Stock Life Insurance Company

1 Kemper Drive

Long Grove, Illinois 60049-0001







We agree to pay an annuity to the Annuitant provided the Annuitant is living and
the Certificate is in force on the Annuity Date.

We further agree to pay the death benefit prior to the Annuity Date upon the
death of the Certificate Owner or, in certain circumstances, the death of the
Annuitant. Payment will be made upon our receipt of due proof of death and the
return of the Certificate.

This Contract is issued in consideration of the attached application and payment
of the initial purchase payment.

The provisions on this cover and the pages that follow are part of this
Contract.

Signed for Kemper Investor Life Insurance Company at its home office in Long
Grove, Illinois.

     /s/ DEBRA P. REZABEK                      /s/ GALE K. CARUSO
           Secretary                                President

GROUP FLEXIBLE PREMIUM MODIFIED GUARANTEED, FIXED AND VARIABLE DEFERRED ANNUITY


NON-PARTICIPATING


ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SUBACCOUNTS ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR
AMOUNT. WITHDRAWALS AND TRANSFERS FROM THE GUARANTEED PERIOD VALUE BEFORE THE
END OF THE GUARANTEED PERIOD ARE SUBJECT TO A MARKET VALUE ADJUSTMENT.

This is a legal contract between the Contractholder and Kemper Investors Life
Insurance Company.

READ YOUR CONTRACT CAREFULLY

Policy Form No. L-8613


<PAGE>   2



                                      INDEX


<TABLE>
<CAPTION>

                                                                                                 Page

<S>                                                                                      <C>
ANNUITY OPTION TABLE                                                                     Follows page 19

ANNUITY PERIOD PROVISIONS                                                                        15 - 19
         Election of Annuity Option                                                              15 - 16
         Annuity Options                                                                         16
         Transfers During the Annuity Period                                                     18 - 19

APPLICATION                                                                              Follows Contract Schedule

CONTRACT SCHEDULE                                                                        Follows Index

DEATH BENEFIT PROVISIONS                                                                         14 - 15
         Amount Payable Upon Death                                                               14
         Payment of Death Benefits                                                               14 - 15

DEFINITIONS                                                                                      5 - 7

ENDORSEMENT, if any                                                                      Follows Annuity Option Table

FIXED ACCOUNT PROVISIONS                                                                         10
         Fixed Account                                                                           10
         Fixed Account Certificate Value                                                         10

GENERAL PROVISIONS                                                                               7 - 8
         The Certificate                                                                         7
         The Certificate                                                                         7
         Incontestability                                                                        7
         Assignment                                                                              7
         Reports                                                                                 8
         Premium Taxes                                                                           8

GUARANTEE PERIOD PROVISIONS                                                                      10
         Guarantee Period Value                                                                  10

OWNERSHIP PROVISIONS                                                                             8 - 9
         Owner of Certificate                                                                    8
         Change of Ownership                                                                     8
         Beneficiary                                                                             9

PURCHASE PAYMENT PROVISIONS                                                                      9
         Initial Purchase Payment                                                                9
         Purchase Payment Limitations                                                            9

TRANSFER AND WITHDRAWAL PROVISIONS                                                               13 - 14
         Transfers During the Accumulation Period                                                13
         Withdrawals During the Accumulation Period                                              13
         Transfer and Withdrawal Procedures                                                      13 - 14

VARIABLE ACCOUNT PROVISIONS                                                                      11 - 12
         Separate Account                                                                        11
         Liabilities Of Separate Account                                                         11
         Subaccounts                                                                             11
         Rights Reserved By the Company                                                          11 - 12
         Accumulation Unit Value                                                                 12

</TABLE>







<PAGE>   3
                               CONTRACT SCHEDULE




DESCRIPTION OF ANNUITY: GROUP FLEXIBLE PREMIUM MODIFIED
                        GUARANTEED, FIXED AND VARIABLE DEFERRED
                        ANNUITY



THE CERTIFICATE OWNER(S), BENEFICIARY(IES) AND ANNUITY DATE ARE AS
STATED IN THE APPLICATION FOR THE CERTIFICATE UNLESS SUBSEQUENTLY
CHANGED IN ACCORDANCE WITH THE CERTIFICATE PROVISIONS.

GUARANTEED PERIODS AVAILABLE ON CONTRACT DATE:

     [ 1 THROUGH 10 ]  YEARS

KILICO VARIABLE ANNUITY SEPARATE ACCOUNT
SUBACCOUNTS AVAILABLE ON CONTRACT DATE:
[KEMPER MONEY MARKET
KEMPER GOVERNMENT SECURITIES
KEMPER HIGH YIELD
KEMPER TOTAL RETURN
KEMPER GROWTH
KEMPER SMALL CAP GROWTH
KEMPER INVESTMENT GRADE BOND
KEMPER TECHNOLOGY GROWTH
SCUDDER VLIF BOND
SCUDDER VLIF CAPITAL GROWTH
SCUDDER VLIF INTERNATIONAL
JANUS ASPEN GROWTH
JANUS ASPEN BALANCED
JANUS ASPEN AGGRESSIVE GROWTH
JANUS ASPEN WORLDWIDE GROWTH
FIDELITY VIP II INDEX 500
FIDELITY VIP EQUITY-INCOME
FIDELITY VIP GROWTH
FIDELITY VIP II CONTRAFUND
ALGER AMERICAN GROWTH
ALGER AMERICAN SMALL CAPITALIZATION
ALGER AMERICAN MIDCAP GROWTH
AMERICAN CENTURY VP INCOME & GROWTH
AMERICAN CENTURY VP VALUE
J.P. MORGAN SMALL COMPANY
DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND
WARBURG PINCUS EMERGING MARKETS]


                                                    PAGE 2




L-8613
<PAGE>   4
                             CONTRACT SCHEDULE


GROUP CONTRACT NUMBER: T001                        CONTRACT DATE: JULY 1, 2000

OWNER: XYZ GROUP

MAXIMUM ANNUITIZATION AGE: [95]

MINIMUM INITIAL PURCHASE PAYMENT:                    [$25,000
MINIMUM SUBSEQUENT PURCHASE PAYMENT:                 $100
MAXIMUM PURCHASE PAYMENTS PER CERTIFICATE YEAR:      $1,000,000]




SEPARATE ACCOUNT CHARGES:
     DEDUCTED DAILY FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE:              [1.40% ANNUALLY]



[RECORD MAINTENANCE CHARGE:
WE WILL ASSESS A RECORDS MAINTENANCE CHARGE ON THE CERTIFICATE AT THE END OF
EACH CALENDAR QUARTER IN WHICH THE CERTIFICATE OWNER PARTICIPATES IN THE
SEPARATE ACCOUNT, UPON A FULL WITHDRAWAL, AND ON THE ANNUITY DATE. THIS CHARGE
WILL NOT BE ASSESSED AFTER THE ANNUITY DATE. THIS CHARGE WILL BE DEDUCTED ON A
PROPORTIONAL BASIS FROM AMOUNTS ALLOCATED TO THE SUBACCOUNTS. TO THE EXTENT
NEEDED, IT WILL BE DEDUCTED FROM THE GUARANTEE PERIODS. WE RESERVE THE RIGHT TO
MAKE THIS DEDUCTION FROM THE FIXED ACCOUNT. THE AMOUNT OF THIS CHARGE WILL
DEPEND ON THE SIZE OF THE CERTIFICATE VALUE ON THE DATE THE CHARGE IS MADE:

              AMOUNT OF                      RECORDS MAINTENANCE
              CERTIFICATE VALUE              CHARGE
              LESS THAN $25,000              $7.50
              $25,000 TO $49,999.99          $3.75
              $50,000 AND OVER               NONE]

[TRANSFER CHARGE:
WE RESERVE THE RIGHT TO CHARGE ON THE CERTIFICATE $25 FOR EACH TRANSFER IN
EXCESS OF 12 IN A CERTIFICATE YEAR.]


                                                                          PAGE 3




L-8613



<PAGE>   5
                               CONTRACT SCHEDULE









MARKET VALUE ADJUSTMENT FORMULA:


[THIS ADJUSTMENT IS MADE ON THE CERTIFICATE FOR AMOUNTS TRANSFERRED OR WITHDRAWN
BEFORE THE END OF A GUARANTEE PERIOD. THE ADJUSTMENT MAY BE POSITIVE OR NEGATIVE
BUT THE ADJUSTMENT IS NEVER MORE THAN THE AMOUNT TRANSFERRED OR WITHDRAWN. THE
MARKET VALUE ADJUSTMENT IS SUBTRACTED FROM THE AMOUNT THAT IS WITHDRAWN FROM THE
GUARANTEE PERIOD.

THE MARKET VALUE ADJUSTMENT IS THE PRODUCT OF (1), (2), (3) AND (4) WHERE:

(1) .075

(2) THE NUMBER OF MONTHS REMAINING IN THE GUARANTEE PERIOD

(3) THE INTEREST RATE BEING GUARANTEED ON NEW ALLOCATIONS TO A GUARANTEE
    PERIOD WITH THE PERIOD EQUAL TO THE GUARANTEE PERIOD LESS THE RATE
    GUARANTEED ON THE MONEY BEING WITHDRAWN OR TRANSFERRED.

(4) THE AMOUNT WITHDRAWN OR TRANSFERRED.]



                                                                          PAGE 4




L-8613
<PAGE>   6
DEFINITIONS               ACCUMULATION PERIOD: The period between the Issue Date
                          and the Annuity Date.

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

                          AGE: The attained age of the Annuitant.

                          ANNUITANT: The person named in the application for the
                          Certificate during whose lifetime the Annuity is to be
                          paid. When two people are named as Joint Annuitants
                          the term "Annuitant" means the Joint Annuitants or the
                          survivor. Under qualified plans, only the spouse may
                          be named as Joint Annuitant. You may not change the
                          person(s) named as the Annuitant.

                          ANNUITY: A series of payments paid in accordance with
                          the Certificate which begins on the Annuity Date.

                          ANNUITY DATE: The date on which the Certificate
                          matures and Annuity payments begin. It must be at
                          least one year from the Issue Date and no later than
                          the maximum age at annuitization as stated in the
                          Certificate Schedule, unless otherwise agreed. The
                          Certificate Owner may change the Annuity Date, but not
                          beyond the maximum age.

                          ANNUITY PERIOD: This is the period that starts on the
                          Annuity Date.

                          ANNUITY UNIT: An accounting unit of measure used to
                          calculate the amount of variable Annuity payments
                          after the first Annuity payment.

                          CERTIFICATE: An individual Certificate which we issue
                          to each Certificate Owner as evidence of the rights
                          and benefits under the Certificate.

                          CERTIFICATE OWNER: The party(ies) named as Certificate
                          Owner in the application unless later changed as
                          provided in the Certificate. (See Change of
                          Ownership.) The Certificate Owner is the Annuitant
                          unless a different Certificate Owner is named in the
                          application. Under a nonqualified annuity when more
                          than one person is named as Certificate Owner, the
                          term Certificate Owner means Joint Certificate Owners.
                          The Certificate Owner may be changed during the
                          lifetime of the Certificate Owner and the Annuitant.
                          The Certificate Owner, prior to the Annuity Date or
                          any distribution of any death benefit, has the
                          exclusive right to exercise every option and right
                          conferred by the Certificate.

                          CERTIFICATE VALUE: The sum of the Fixed Account
                          Certificate Value plus the Separate Account
                          Certificate Value plus the Guarantee Period Value.

                          CERTIFICATE YEAR: A one-year period starting on the
                          Issue Date and successive Certificate anniversaries.

                          CONTRACT DATE, CONTRACT YEAR: The contract date is
                          stated in the contract schedule. Subsequent contract
                          years shall begin on anniversaries of the contract
                          date.

                          CONTRACTHOLDER: The Contractholder is the group trust
                          maintaining the certificates as stated in the contract
                          schedule. It is the entity to which the contract is
                          issued.

                          FIXED ACCOUNT: Our assets other than those allocated
                          to the Separate Account or any other separate account
                          under which we guarantee a fixed rate of return.

                          FIXED ACCOUNT CERTIFICATE VALUE: The Fixed Account
                          Certificate Value is the value of amounts allocated
                          under the Certificate to the Fixed Account.




Policy Form No. L-8613                                                   Page 5




<PAGE>   7


Policy Form No. L-8613                                                   Page 6



DEFINITIONS (CONTINUED)

                       FIXED ANNUITY: An Annuity payment that does not vary with
                       investment performance.

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

                       GUARANTEE PERIOD: A period of time during which an amount
                       is to be credited with a guaranteed interest rate,
                       subject to a Market Value Adjustment prior to the end of
                       the Guarantee Period. The Guarantee Periods initially
                       offered are stated in the Certificate Schedule.

                       GUARANTEE PERIOD VALUE: The Guarantee Period Value is the
                       value of amounts allocated under the Certificate to a
                       Guarantee Period. It is equal to the (1) Purchase Payment
                       allocated or the amount transferred to a Guarantee
                       Period; plus (2) interest credited; minus (3) withdrawals
                       and transfers adjusted for (4) any applicable Market
                       Value Adjustment previously made. There is a $5000
                       minimum on the sum of Purchase Payments and amounts
                       transferred to any Guarantee Period Value.

                       ISSUE DATE: The Issue Date is stated in the Certificate
                       Schedule. It is the date your initial Purchase Payment is
                       available for use and your application has been accepted
                       by us. It is also the date on which your Purchase Payment
                       begins to be credited with interest and/or investment
                       experience.

                       MARKET ADJUSTED VALUE: A Guarantee Period Value adjusted
                       by the Market Value Adjustment formula prior to the end
                       of a Guarantee Period.

                       MARKET VALUE ADJUSTMENT: An adjustment of Guarantee
                       Period Values in accordance with the Market Value
                       Adjustment formula prior to the end of the Guarantee
                       Period. The adjustment reflects the change in the value
                       of the Guarantee Period Value due to changes in interest
                       rates since the date the Guarantee Period commenced. The
                       Market Value Adjustment formula is stated in the
                       Certificate Schedule.

                       MORTALITY AND EXPENSE RISK CHARGE: A charge deducted in
                       the calculation of the Accumulation Unit value and the
                       Annuity Unit value. It is for our assumption of mortality
                       risks and expense guarantees. The charge is shown on the
                       Certificate Schedule.

                       NONQUALIFIED: The Certificate issued to other than a
                       qualified plan.

                       PURCHASE PAYMENTS: The dollar amount we receive in U.S.
                       currency to buy the benefits the Certificate provides.

                       QUALIFIED PLAN: The Certificate issued under a retirement
                       plan which qualifies for favorable income tax treatment
                       under Section 401, 403, 408 or 457 of the Internal
                       Revenue Code as amended.

                       RECORDS MAINTENANCE CHARGE: A charge assessed against
                       your Certificate as specified in the Certificate
                       Schedule. We reserve the right to make this charge
                       against the Fixed Account Certificate Value or the
                       Guarantee Period Value.

                       RECEIVED: Received by Kemper Investors Life Insurance
                       Company at its home office in Long Grove, Illinois.

                       SEPARATE ACCOUNT: A unit investment trust registered with
                       the Securities and Exchange Commission under the
                       Investment Act of 1940 known as the KILICO Variable
                       Annuity Separate Account.





<PAGE>   8



DEFINITIONS (CONTINUED)

                            SEPARATE ACCOUNT CERTIFICATE VALUE: The sum of the
                            Subaccount Values of the Certificate on Valuation
                            Date.

                            SUBACCOUNTS: The Separate Account has Subaccounts.
                            The Subaccounts initially available are stated in
                            the Certificate Schedule.

                            SUBACCOUNT VALUE: The value of each Subaccount
                            calculated separately according to the formulas
                            stated in the Certificate.

                            VALUATION DATE: Each business day that applicable
                            law requires that we value the assets of the
                            Separate Account. Currently this 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
                            business the next succeeding Valuation Date.

                            VARIABLE ANNUITY: An Annuity payment which varies as
                            to dollar amount because of Subaccount investment
                            experience.

                            WE, OUR, US: Kemper Investors Life Insurance
                            Company, Long Grove, Illinois.


GENERAL PROVISIONS

THE CONTRACT                The Contract, Certificate, any application attached
                            to the Certificate, and any endorsements constitute
                            the entire contract between the parties. All
                            statements made in the application are deemed
                            representation and not warranties. No statement will
                            void this contract or be used as a defense of a
                            claim unless it is contained in the application.

THE CERTIFICATE             We will issue an individual Certificate to each
                            Certificate Owner as evidence of his or her rights
                            and benefits under the Contract

SUCCESSOR CONTRACTHOLDER    The Contractholder, with our consent, may at any
                            time appoint a successor contractholder. The
                            successor contractholder has all the rights, duties,
                            and obligations of the original Contractholder.

DISCONTINUANCE OF NEW       By giving thirty days prior written notice to the
PARTICIPANTS                Contractholder, we may limit or discontinue the
                            acceptance of new applications and the issuance of
                            new certificates under this contact. Such limitation
                            or discontinuance will have no effect on the rights
                            or benefits of any Certificate Owner whose
                            Certificate was issued prior to the effective date
                            of such limitation or discontinuance.

MODIFICATION OF CONTRACT    Only our president, secretary and assistant
                            secretaries have the power to approve a change or
                            waive any provision of the Contract. Any such
                            modifications must be in writing. No agent or person
                            other than the officers named has the authority to
                            change or waive the provisions of the Contract.

                            Upon notice to the Certificate Owner or the payees
                            during the annuity period, the Certificate or
                            Contractholder may be modified by us as is necessary
                            to comply with any law or regulation issued by a
                            governmental agency to which we or the Separate
                            Account is subject or as is necessary to assure
                            continued qualification of the Certificate or
                            Contract under the Internal Revenue Code or other
                            laws relating to retirement plans or annuities or as
                            otherwise may be in the best interests of the
                            Contractholder and Certificate Owners. In the event
                            of a modification, we may make appropriate
                            endorsement to the Certificate or Contract and we
                            will obtain all required regulatory approvals.


Policy Form No. L-8613                                                   Page 7




<PAGE>   9


Policy Form No. L-8613                                                   Page 8

GENERAL PROVISIONS (CONTINUED)

INCONTESTABILITY            We cannot contest the Contract after it has been in
                            force for two years from the Issue Date.

CHANGE OF ANNUITY DATE      The Certificate Owner may write to us prior to
                            distribution of a death benefit or the first Annuity
                            payment date and request a change of the Annuity
                            Date.

ASSIGNMENT                  No assignment under the Contract or the Certificate
                            is binding unless we receive it in writing. We
                            assume no responsibility for the validity or
                            sufficiency of any assignment. Once filed, the
                            rights of the Contractholder, Certificate Owner,
                            Annuitant and beneficiary are subject to the
                            assignment. Any claim is subject to proof of
                            interest of the assignee.

DUE PROOF OF DEATH          We must receive written proof upon the death of the
                            Certificate Owner or the Annuitant when a death
                            benefit is payable. The proof may be a certified
                            death Certificate, the written statement of a
                            physician, or any other proof satisfactory to us.

CERTIFICATE VALUES          Any available Certificate Value and death benefit
AND DEATH BENEFITS          will not be less than the DEATH minimum benefit
                            required by the statutes of the state in which the
                            Certificate is delivered.

NON-PARTICIPATING           The Contract does not pay dividends. It will not
                            share in our surplus or earnings.

REPORTS                     At least once each Certificate Year we will send the
                            Certificate Owner a statement showing Purchase
                            Payments received, interest credited, investment
                            experience, and charges made since the last report,
                            as well as any other information required by
                            statute.

PREMIUM TAXES               We will make a deduction for state premium taxes in
                            certain situations. On any Certificate subject to
                            premium tax, as provided under applicable law, the
                            tax will be deducted from: a. The Purchase Payments
                            when we receive them; b. the Certificate Value upon
                            total withdrawal; or c. from the total Certificate
                            Value applied to an annuity option at the time
                            Annuity payments start.

QUALIFIED PLANS             If the Certificate is issued under a qualified plan
                            additional provisions may apply. The rider or
                            amendment to the Certificate used to qualify it
                            under the applicable section of the Internal Revenue
                            Code will indicate the extent of change in the
                            provisions.

DETERMINATION               The method of determination by us of the investment
OF VALUES                   experience factor, the number and value of
                            Accumulation Units, and the number and value of
                            Annuity Units shall be conclusive upon the
                            Contractholder, Certificate Owner, any Payee, and
                            any Beneficiary.

GOVERNING LAW               The Certificate will be governed by the laws of the
                            jurisdiction where the Certificate is delivered and
                            interpreted under the laws of Illinois.

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


<PAGE>   10



OWNERSHIP PROVISIONS

OWNER OF CERTIFICATE        The Annuitant is the original Certificate Owner
                            unless otherwise provided in the application.

                            Before the Annuity Date or any distribution of death
                            benefit, the Certificate Owner has the right to
                            cancel or amend the Certificate if we agree. The
                            Certificate Owner may exercise every option and
                            right conferred by the Certificate.

CHANGE OF CERTIFICATE       The Certificate Owner may change the Certificate
OWNERSHIP                   Owner by written request at any time while the
                            Certificate Owner and Annuitant are alive. The
                            Certificate Owner must furnish information
                            sufficient to clearly identify the new Certificate
                            Owner. The change is subject to any existing
                            assignment of the Certificate. When we record the
                            effective date of the change, it will be the date
                            the notice was signed except for action taken by us
                            prior to receiving the request. Any change is
                            subject to the payment of any proceeds. We may
                            require the Certificate Owner to return the
                            Certificate to us for endorsement of a change.

DEATH OF BENEFICIARY        The interest of a beneficiary who dies before the
                            distribution of the death benefit will pass to the
                            other beneficiaries, if any, share and share alike,
                            unless otherwise provided in the beneficiary
                            designation. If no beneficiary survives or is named,
                            the distribution will be made to the Certificate
                            Owner's estate when a Certificate Owner dies, or to
                            the estate of the annuitant upon the death of the
                            annuitant if the Certificate Owner is not also the
                            Annuitant. If a beneficiary dies within ten days of
                            the date of the Certificate Owner's death, the death
                            benefit will be paid as if the Certificate's Owner
                            had survived the beneficiary. If a beneficiary dies
                            within ten days of the death of the Annuitant and
                            the Certificate Owner is not the Annuitant, we will
                            pay the death benefit as if the Annuitant survived
                            the beneficiary. If the Certificate Owner, the
                            Annuitant, and the beneficiary die simultaneously,
                            we will pay the death benefit as if the Certificate
                            Owner had survived the Annuitant and the
                            beneficiary.

PURCHASE PAYMENT PROVISIONS

INITIAL PURCHASE PAYMENT    The minimum initial Purchase Payment is shown on the
                            Certificate Schedule.

PURCHASE PAYMENT            The minimum and maximum Purchase Payments that may
LIMITATIONS                 be made are shown on the Certificate Schedule. We
                            reserve the right to waive or modify these limits
                            and to not accept any Purchase Payment.

                            Subsequent Purchase Payments will be allocated
                            according to the Certificate Owners most recent
                            instructions at the time we receive the Certificate
                            Owners Purchase Payment.

PLACE OF PAYMENT            All Purchase Payments under the Contract or
                            Certificate must be paid to us at our home office or
                            such other location as we may select. We will notify
                            the Contractholder and Certificate Owner and any
                            other interested parties in writing of such other
                            locations. Purchase Payments received by an agent
                            will begin earning interest after we receive it.





Policy Form No. L-8613                                                  Page 9


<PAGE>   11


Policy Form No. L-8613                                                  Page 10

FIXED ACCOUNT PROVISIONS

FIXED ACCOUNT               The Fixed Account Certificate Value is increased by:
CERTIFICATE VALUE           1. the Certificate Owner's Purchase Payment
                            allocated to the Fixed Account; 2. amounts
                            transferred from a Guarantee Period or Subaccount to
                            the Fixed Account at the Certificate Owner's
                            request; and 3. the interest credited to amounts so
                            allocated or transferred. Transfers, charges, and
                            withdrawals from the Fixed Account reduce the Fixed
                            Account Certificate Value.

                            During the Accumulation Period, the Fixed Account is
                            restricted to allocations that will be
                            systematically transferred into the Subaccounts and
                            Guarantee Period Accounts. At the time that the
                            Certificate Owner allocates a Purchase Payment or
                            transfer money into the Fixed Account, the
                            Certificate Owner must choose a transfer schedule
                            that is acceptable to us. We will credit interest at
                            an annual effective interest rate of at least 3%. At
                            the time of each allocation, we will guarantee a
                            rate for at least one year or the period over which
                            the transfer is to be effected, if less. Different
                            interest rates may apply to different allocations.
                            Any rate above 3% will be at our discretion. We will
                            not unfairly discriminate between different classes
                            of Certificates.

GUARANTEE PERIOD PROVISIONS

GUARANTEE PERIOD            We hold all amounts allocated to a Guarantee Period
                            in a non-unitized separate account. The assets of
                            this separate account equal to the reserves and
                            other liabilities of this separate account will not
                            be charged with liabilities arising out of any other
                            business we may conduct. The initial Guarantee
                            Periods available under the Certificate are shown in
                            the Certificate Schedule.

GUARANTEE PERIOD VALUE      On any Valuation Date, the Guarantee Period Value
                            includes:
                            1. the Certificate Owners Purchase Payments or
                               transfers allocated to the Guarantee Period Value
                               at the beginning of its Guarantee Period; plus
                            2. interest credited; minus
                            3. withdrawals and transfers; minus
                            4. any applicable portion of the Records Maintenance
                               Charge and charges for other benefits; adjusted
                               for
                            5. any applicable Market Value Adjustment previously
                               made.

                            The Guarantee Period(s) initially elected and the
                            interest rate(s) initially credited are shown in the
                            Certificate Schedule. The initial interest rate
                            credited to subsequent Purchase Payments will be
                            declared at the time the payment is received.

                            At the end of a Guarantee Period, the Guarantee
                            Period Value will be transferred to a money market
                            Subaccount unless the Certificate Owner tells us to
                            do otherwise.

ACCUMULATED GUARANTEE       On any Valuation Date, the Accumulated Guarantee
PERIOD VALUE                Period Value is the sum of the Guarantee Period
                            Values. At any time during the Accumulation Period,
                            the Accumulated Guarantee Period Value may be
                            allocated to more than one Guarantee Period with our
                            agreement.

                            We calculate the interest credited to the Guarantee
                            Period Value by compounding daily, at daily interest
                            rates, rates which would produce at the end of a
                            Certificate Year a result identical to the one
                            produced by applying an annual interest rate.


<PAGE>   12









GUARANTEE PERIOD PROVISIONS (CONTINUED)

MARKET VALUE ADJUSTMENT     The Market Value Adjustment formula is stated in the
                            Certificate Schedule. This formula is applicable for
                            both an upward or downward adjustment to a Guarantee
                            Period Value when, prior to the end of a Guarantee
                            Period, such value is:

                            1. taken as a total or partial withdrawal;
                            2. applied to purchase an Annuity; or
                            3. transferred to another Guarantee Period, the
                               Fixed Account or a Subaccount.

VARIABLE ACCOUNT PROVISIONS

SEPARATE ACCOUNT            The variable benefits under the Certificate are
                            provided through the KILICO Variable Annuity
                            Separate Account. This is called the Separate
                            Account. The Separate Account is registered with the
                            Securities and Exchange Commission as a unit
                            investment trust under the Investment Company Act of
                            1940. It is a separate investment account maintained
                            by us into which a portion of the company's assets
                            have been allocated for the Certificates.

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

SEPARATE ACCOUNT            On any valuation Date the Separate Account
CERTIFICATE VALUE           Certificate Value is the sum of its Subaccount
                            values.

SUBACCOUNTS                 The Separate Account consists of Subaccounts. The
                            initial Subaccounts available under the Certificate
                            are shown in the Certificate Schedule. We may, from
                            time to time, combine or remove Subaccounts in the
                            Separate Account and establish additional
                            Subaccounts of the Separate Account. In such event
                            we may permit the Certificate Owner to select other
                            Subaccounts under the Certificate. However, the
                            right to select any other Subaccount is limited by
                            the terms and conditions we may impose on such
                            transactions.

FUND                        Each Subaccount of the Separate Account will buy
                            shares of a separate series of a fund. Each fund is
                            registered under the Investment Company Act of 1940
                            as an open-end management investment company. 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 another investment company. We may also
                            substitute other investment companies.


















Policy Form No. L-8613                                                 Page 11


<PAGE>   13



Policy Form No. L-8613                                                 Page 12

VARIABLE ACCOUNT PROVISIONS (CONTINUED)

RIGHTS RESERVED BY THE      We reserve the right, subject to compliance with the
COMPANY                     current law or as it may be changed in the future:

                            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 separate
                            accounts, or the General Account, or to add, combine
                            or remove Subaccounts in the Separate Account;

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

                            5. To change the way we assess charges, but not to
                            increase the aggregate amount above that currently
                            charged to the Separate Account and the funds in
                            connection with the Certificate.

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

ACCUMULATION UNIT VALUE     Each Subaccount has an Accumulation Unit Value. When
                            Purchase Payments 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.

                            The value of a Subaccount on any Valuation Date is
                            the number of units held in the Subaccount times the
                            Accumulation Unit Value on that Valuation Date.

                            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 period immediately preceding. Each
                            Valuation Period has a single Accumulation Unit
                            Value that is applied to each day in the 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 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

<PAGE>   14



TRANSFER AND WITHDRAWAL PROVISIONS (CONTINUED)

                            c. a charge or credit for taxes reserved for the
                            current Valuation Period which we determine 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 Valuation Period.

                            3. is the factor representing the sum of the
                            Separate Account charges stated in the Certificate
                            Schedule for the number of days in the Valuation
                            Period.

TRANSFERS DURING THE        All or part of the Separate Account Certificate
ACCUMULATION PERIOD         Value or a Guarantee Period Value may be transferred
                            to the Fixed Account or to another Subaccount or
                            Guarantee Period. We will allow the first transfer
                            at the end of the free look period.

                            The Certificate Value transferred into or out of the
                            Guarantee Periods must be at least $5,000 unless the
                            entire Guarantee Period Value is transferred. Any
                            transfer from a Guarantee Period is subject to a
                            Market Value Adjustment unless the transfer is
                            effective on the Guarantee Period maturity date.

                            No transfer may be made within seven calendar days
                            of the date on which the first annuity payment is
                            due.

                            We reserve the right to charge for transfers as
                            described in the Certificate Schedule.

                            Any transfer request must clearly specify: 1. the
                            amount which is to be transferred; and 2. the names
                            of the accounts which are affected. We will only
                            honor a telephone transfer request if a properly
                            executed telephone transfer authorization is on file
                            with us. Such request for a transfer must comply
                            with the conditions of the authorization.

                            We reserve the right at any time and without notice
                            to any party, to terminate, suspend, or modify these
                            transfer rights.

WITHDRAWALS DURING THE      During the Accumulation Period, the Certificate
ACCUMULATION PERIOD         Owner may withdraw all or part of the Certificate
                            Value reduced by any applicable premium taxes and
                            adjusted by any applicable Market Value Adjustment.
                            The Market Value Adjustment formula will be applied
                            to the applicable portion of the total value
                            withdrawn. We must receive a written request that
                            indicates the amount of the withdrawal from the
                            Fixed Account and each Subaccount and Guarantee
                            Period. The Certificate Owner must return the
                            Certificate to us if the Certificate Owner elects a
                            total withdrawal.

                            Withdrawals are subject to these conditions:

                            Withdrawals from the Subaccounts will reduce the
                            amounts in each Subaccount on a proportional basis,
                            unless the Certificate Owner tells us otherwise.

                            Each withdrawal from a Guarantee Period must be at
                            least $5,000 or the value that remains in the
                            Guarantee Period, if smaller;

                            The maximum the Certificate Owner may withdraw from
                            any account is the value of the respective account.

                            We reserve the right to restrict partial withdrawals
                            from the Fixed Account in the first Certificate
                            Year.






Policy Form No. L-8613                                                  Page 13


<PAGE>   15


Policy Form No. L-8613                                                 Page 14

TRANSFER AND WITHDRAWAL PROVISIONS (CONTINUED)

TRANSFER AND WITHDRAWAL     We will withdraw or transfer from the Fixed Account
PROCEDURES                  or Guarantee Periods as of the Valuation Date that
                            follows the date we receive the Certificate Owners
                            written or telephone transfer request. Amounts to be
                            withdrawn or transferred from the Fixed Account or
                            Guarantee Periods will be done on a first in - first
                            out basis, unless the Certificate Owners requesst
                            otherwise. To process a withdrawal, the request must
                            contain all required information.

                            We will redeem the necessary number of Accumulation
                            Units to achieve the dollar amount when the
                            withdrawal or transfer is made from a Subaccount. We
                            will reduce the number of Accumulation Units
                            credited in each Subaccount by the number of
                            Accumulation Units redeemed. The reduction in the
                            number of Accumulation Units is determined on the
                            basis of the Accumulation Unit Value at the end of
                            the Valuation Period when we receive the request,
                            provided the request contains all required
                            information. We will pay the amount within seven
                            calendar days after the date we receive the request,
                            except as provided below.

DEFERMENT OF WITHDRAWAL     If the withdrawal or transfer is to be made from a
TRANSFER                    Subaccount, we may suspend the right of withdrawal
                            or transfer or delay payment more than seven
                            calendar days if: 1. during any period when the New
                            York Stock Exchange is closed other than customary
                            weekend and holiday closings; 2. when trading
                            markets normally utilized are restricted, or an
                            emergency exists as determined by the Securities and
                            Exchange Commission, so that disposal of investments
                            or determination of the Accumulation Unit Value is
                            not practical; or 3. for such other periods as the
                            Securities and Exchange Commission by order may
                            permit for protection of Certificate Owners.

                            We may defer the payment of a withdrawal or transfer
                            from the Fixed Account or Guarantee Periods, for the
                            period permitted by law. This can never be more than
                            six months after the Certificate Owner sends us a
                            written request. During the period of deferral, we
                            will continue to credit interest, at the then
                            current interest rate(s), to the Fixed Account
                            Certificate Value and/or each Guarantee Period
                            Value.

DEATH BENEFIT PROVISIONS

AMOUNT PAYABLE UPON DEATH   We compute the death benefit at the end of the
                            Valuation Period following our receipt of due proof
                            of death and the return of the Certificate.

                            If death occurs prior to attaining age 75, we will
                            pay the greater of: a. the Certificate Value; or b.
                            the total amount of Purchase Payments, less the
                            aggregate dollar amount of all previous withdrawals
                            or c. the amount that would have been payable in the
                            event of a full surrender. We will pay the larger of
                            the Certificate Value or the amount that would have
                            been payable in the event of a full surrender if
                            death occurs at age 75 or later.

PAYMENT OF DEATH BENEFITS   If a Certificate Owner or the last surviving
                            annuitant dies while the Certificate is in effect
                            and before the Annuity Date, we will pay a death
                            benefit. If a Certificate Owner is a non-natural
                            person, the death of an annuitant will be considered
                            as the death of a Certificate Owner for purposes of
                            this death benefit provision.

                            If an annuitant dies after the Annuity Date, the
                            death benefit, if any, will depend on the Annuity
                            Option in effect. If a Certificate Owner dies after
                            the Annuity Date, income payments will be made at
                            least as rapidly as under the method of distribution
                            being used as of the date of such death.

                            We will pay the death benefit to the beneficiary
                            when we receive due proof of death. We will then
                            have no further obligation under the Certificate.


<PAGE>   16



DEATH BENEFIT PROVISIONS (CONTINUED)

                            When the Certificate Owner dies, we will pay the
                            death benefit in a lump sum. The entire interest in
                            the Certificate must be distributed within five
                            years from the date of death unless it is applied
                            under an Annuity Option or the spouse continues the
                            Certificate as described below.

                            Instead of a lump sum payment the beneficiary may
                            elect to have the death benefit distributed as
                            stated in Option 1 for a period not to exceed the
                            beneficiary's life expectancy; or Options 2, or 3
                            based upon the life expectancy of the beneficiary as
                            prescribed by federal regulations. The beneficiary
                            must make this choice within sixty days of the time
                            we receive due proof of death and distribution must
                            commence within one year of the date of death.

                            If the beneficiary is not a natural person, the
                            beneficiary must elect that the entire death benefit
                            be distributed within five years of the Certificate
                            Owner's death.

                            Distribution of the death benefit must start within
                            one year after your death. It may start later if
                            prescribed by federal regulations.

                            If the primary beneficiary is the surviving spouse
                            when the Certificate Owner dies, the surviving
                            spouse may elect to be the successor Certificate
                            Owner of the Certificate, in lieu of receiving a
                            death benefit. There will be no requirement to start
                            a distribution of death benefits.

ANNUITY PERIOD PROVISIONS

ELECTION OF ANNUITY OPTION  We must receive an election of Annuity option in
                            writing. The Certificate Owner may make an election
                            before the Annuity Date providing the Annuitant is
                            alive. The Annuitant may make an election on the
                            Annuity Date unless the Certificate Owner has
                            restricted the right to make such an election. The
                            beneficiary may make an election when we pay the
                            death benefit.

                            An election will be revoked by 1. a subsequent
                            change of beneficiary; or 2. an assignment of the
                            Certificate unless the assignment provides
                            otherwise.

                            Subject to the terms of the death benefit provision,
                            the beneficiary may elect to have the death benefit
                            remain with us under one of the Annuity options.

                            If an Annuity option is not elected, an Annuity will
                            be paid under Option 3 for a guaranteed period of
                            ten years and for as long thereafter as the
                            Annuitant is alive.

                            If the total Certificate Value is applied under one
                            of the Annuity options, the Certificate must be
                            surrendered to us.

                            An option cannot be changed after the first Annuity
                            payment is made.

                            If, on the seventh calendar day before the first
                            Annuity payment due date, all the Certificate Value
                            is allocated to the Fixed Account or Guarantee
                            Periods, the Annuity will be paid as a Fixed
                            Annuity. The Fixed Annuity is funded in our General
                            Account, which consists of our assets other than
                            those allocated to the Separate Account or any other
                            separate account. If all of the Certificate Value on
                            such date is allocated to the Separate Account, the
                            Annuity will be paid as a Variable Annuity. If the
                            Certificate Value on such date is allocated to both
                            the Fixed Account or a Guarantee Period and a
                            Subaccount, then the Annuity will be paid as a
                            combination of a Fixed and a Variable Annuity. A
                            Fixed and Variable Annuity payment will reflect the
                            investment performance of the Subaccounts in
                            accordance with the allocation of the Certificate
                            Values existing on such date. Allocations will not
                            be changed thereafter, except as provided in the
                            Transfers During the Annuity Period provision of the
                            Certificate.


Policy Form No. L-8613                                                 Page 15


<PAGE>   17


Policy Form No. L-8613                                                 Page 16

ANNUITY PERIOD PROVISIONS (CONTINUED)

                            Payments for all options are derived from the
                            applicable tables. Current Annuity rates will be
                            used if they produce greater payments than those
                            quoted in the Certificate. The age in the tables is
                            the age of the payee on the last birthday before the
                            first payment is due. We reserve the right to deduct
                            one year from the age for each 10 calendar years
                            that have elapsed since the year 2000.

                            The option selected must result in a payment that is
                            at least equal to our minimum payment, according to
                            our rules, at the time the Annuity option is chosen.
                            If at any time the payments are less than the
                            minimum payment, we have the right to increase the
                            period between payment to quarterly, semi-annual or
                            annual so that the payment is at least equal to the
                            minimum payment or to make payment in one lump sum.

OPTION 1

SPECIFIED PERIOD            We will make monthly payments for a fixed number of
                            installments. Payments must be made for at least 5
                            years, but not more than 30 years.

OPTION 2

LIFE ANNUITY                We will make monthly payments while the payee is
                            alive.

OPTION 3

LIFE ANNUITY WITH           We will make monthly payments for a guaranteed
INSTALLMENTS GUARANTEED     period and thereafter while the payee is alive. The
                            guaranteed period must be selected at the time the
                            Annuity option is chosen. The guaranteed periods
                            available are 5, 10, 15 and 20 years.

OPTION 4

JOINT AND SURVIVOR ANNUITY  We will pay the full monthly income while both
                            payees are alive. Upon the death of either payee, we
                            will continue to pay the surviving payee a
                            percentage of the original monthly payment. The
                            percentage payable to the surviving payee must be
                            selected at the time the Annuity option is chosen.
                            The percentages available are 50%, 66 2/3%, 75% and
                            100%.

OTHER OPTIONS               We may make other Annuity options available.
                            Payments are also available on a quarterly,
                            semi-annual or annual basis.

FIXED ANNUITY               The Certificate Value allocated to the Fixed Account
                            or the Guarantee Periods on the first day preceding
                            the date on which the first Annuity Payment is due
                            is first reduced by any premium taxes and charges
                            that apply. The value that remains will be used to
                            determine the Fixed Annuity monthly payment in
                            accordance with the Annuity option selected.








<PAGE>   18


ANNUITY PERIOD PROVISIONS (CONTINUED)

VARIABLE ANNUITY            The Separate Account Certificate Value, at the end
                            of the Valuation period preceding the Valuation
                            Period that includes the date on which the first
                            Annuity payment is due, is first reduced by any
                            Records Maintenance Charge, charges for other
                            benefits if any that may be added by a rider to the
                            Certificate and any premium taxes that apply. The
                            value that remains is used to determine the first
                            monthly Annuity payment. The first monthly Annuity
                            payment is based upon the guaranteed Annuity option
                            shown in the Annuity Option Table. The Certificate
                            Owner may elect any option available.

                            The dollar amount of subsequent payments may
                            increase or decrease depending on the investment
                            experience of each Subaccount. The number of Annuity
                            Units per payment will remain fixed for each
                            Subaccount unless a transfer is made. If a transfer
                            is made, the number of Annuity Units per payment
                            will change. Some annuity options provide for a
                            reduction in the income level upon the death of an
                            annuitant, which will reduce the number of Annuity
                            Units.

                            The number of Annuity Units for each Subaccount is
                            calculated by dividing a. by b. where:

                            a. is the amount of the monthly payment that can be
                            attributed to that Subaccount, and

                            b. is the Annuity Unit Value for that Subaccount at
                            the end of the Valuation Period. The Valuation
                            Period includes the date on which the payment is
                            made.

                            Monthly Annuity payments, after the first payment,
                            are calculated by summing up, for each Subaccount,
                            the product of a. times b. where:

                            a. is the number of Annuity Units per payment in
                            each Subaccount; and

                            b. is the Annuity Unit Value for that Subaccount at
                            the end of the Valuation Period. The Valuation
                            Period includes the date on which the payment is
                            made.

                            After the first payment, we guarantee that the
                            dollar amount of each Annuity payment will not be
                            affected adversely by actual expenses or changes in
                            mortality experience from the expense and mortality
                            assumptions on which we based the first payment.

ANNUITY UNIT VALUE          The value of an Annuity Unit for each Subaccount, at
                            the end of any subsequent Valuation Period is
                            determined by multiplying the result of a. times b.
                            by c. where:

                            a. is the Annuity Unit Value for the immediately
                            preceding Valuation Period; and

                            b. is the net investment factor for the Valuation
                            Period for which the Annuity Unit Value is being
                            calculated; and

                            c. is the interest factor of .99993235 per calendar
                            day of such subsequent Valuation Period to offset
                            the effect of the assumed rate of 2.50% per year
                            used in the Annuity Option Table.










Policy Form No. L-8613                                               Page 17

<PAGE>   19


Policy Form No. L-8613                                               Page 18

ANNUITY PERIOD PROVISIONS (CONTINUED)

                            The net investment factor for each Subaccount for
                            any Valuation Period is determined by dividing a. by
                            b. where:

                            a. is the value of an Annuity Unit of the applicable
                            Subaccount as of the end of the current Valuation
                            Period plus or minus the per share charge or credit
                            for taxes reserved.

                            b. is the value of an Annuity Unit of the applicable
                            Subaccount as of the end of the immediately
                            preceding Valuation Period, plus or minus the per
                            share charge or credit for taxes reserved.

TRANSFERS DURING THE        During the Annuity Period, the payee(s) may not
ANNUITY PERIOD              convert Fixed Annuity payments to Variable Annuity
                            payments. However, during the Annuity Period, the
                            payee(s), by sending us a written notice in a form
                            satisfactory to us, may convert Variable Annuity
                            payments to Fixed Annuity payments; or have Variable
                            Annuity payments reflect the investment experience
                            of other Subaccounts. A transfer may be made subject
                            to the following:

                            1. Transfers from a Subaccount to the General
                            Account can be effective only on an anniversary of
                            the first Annuity payment date. We must receive
                            notice of such transfer at least thirty days prior
                            to the effective date of the transfer. Unless the
                            Certificate Owner specifies otherwise, transfers to
                            the General Account from the Separate Account will
                            be proportional among the Subaccounts.

                            2. Transfers from one Subaccount to another
                            Subaccount will be effective during the Valuation
                            Period next succeeding the date the notice is
                            received by us. However, if the notice for the
                            transfer is received within seven days immediately
                            preceding an Annuity payment date, the transfer will
                            be effective during the Valuation Period next
                            succeeding that Annuity payment date.

                            3. We reserve the right to limit the number of
                            transfers between Subaccounts to no less than once
                            each Certificate Year.

                            4. We reserve the right to limit the number of
                            Subaccounts that may be used at one time to no less
                            than 3.

                            5. Requests for transfers must meet our current
                            rules and be in a form acceptable to us.

                            The number of Annuity Units per payment attributable
                            to a Subaccount to which transfer is made is equal
                            to, in the case of a transfer between Subaccounts,
                            the number of Annuity Units per payment in the
                            Subaccount from which transfer is being made
                            multiplied by the Annuity Unit Value for that
                            Subaccount divided by the Annuity Unit Value for the
                            Subaccount to which transfer is being made.



<PAGE>   20












ANNUITY PERIOD PROVISIONS (CONTINUED)

                            The amount of money allocated to the General Account
                            in the event of a transfer from a Subaccount equals
                            the annuity reserve for the payee's interest in such
                            Subaccount. The annuity reserve is the product of a.
                            multiplied by b. multiplied by c. where: a. is the
                            number of Annuity Units representing the payee's
                            interest in such Subaccount per Annuity payment; b.
                            is the Annuity Unit Value for such Subaccount; and
                            c. is the present value of $1.00 per payment period
                            using the attained age(s) of the payee(s) and any
                            remaining guaranteed payment that may be due at the
                            time of the transfer. The fixed monthly payments
                            resulting from the transfer will not be less than
                            the amount purchased using the guarantees under the
                            Certificate. Money allocated to the General Account
                            upon such transfer will be applied under the same
                            Annuity option as originally elected. Any guaranteed
                            period payments will be adjusted to reflect the
                            number of guaranteed payments that have already been
                            made. If all guaranteed payments have already been
                            made, no further payments will be guaranteed.

                            All amounts and Annuity Unit Values are determined
                            as of the end of the Valuation Period which precedes
                            the effective date of the transfer.

                            We reserve the right at any time and without notice
                            to any party to terminate, suspend or modify the
                            transfer privileges.

SUPPLEMENTARY AGREEMENT     A supplementary agreement will be issued to reflect
                            payments that will be made under a settlement
                            option. If payment is made as a death benefit
                            distribution, the effective date will be the date of
                            death. Otherwise the effective date will be the date
                            chosen by the Certificate Owner.

DATE OF FIRST PAYMENT       Interest, under an option, will start to accrue on
                            the effective date of the supplementary agreement.
                            The supplementary agreement will provide details on
                            the payments to be made.

EVIDENCE OF AGE, SEX        We may require satisfactory evidence of the age, sex
AND SURVIVAL                and the continued survival of any person on whose
                            life the income is based.

MISSTATEMENT OF AGE OR SEX  If the age or sex of the payee has been misstated,
                            the amount payable under the Certificate will be
                            such as the Purchase Payments sent to us would have
                            purchased at the correct age or sex. Interest not to
                            exceed 6% compounded each year will be charged to
                            any overpayment or credited to any underpayment
                            against future payments we may make under the
                            Certificate.

BASIS OF ANNUITY OPTIONS    The guaranteed monthly payments are based on an
                            interest rate of 2.50% per year and where mortality
                            is involved, the A2000 Table developed by the
                            Society of Actuaries. We may also make available
                            Variable Annuity payment options based on assumed
                            investment rates other than 2.50%.

DISBURSEMENT OF FUNDS       When the payee dies, the value of any unpaid
UPON DEATH OF PAYEE:        installments will be paid in one sum, to the estate
UNDER OPTIONS 1 OR 3        of the payee unless otherwise provided in the
                            agreement. The commuted value for fixed installments
                            based upon a minimum interest rate of not less than
                            2.50% will be paid. The commuted value of any
                            variable installments will be determined by applying
                            the Annuity Unit Value next determined following our
                            receipt of due proof of death and will be based on
                            the Assumed Investment Return.

PROTECTION OF BENEFITS      Unless otherwise provided in the supplementary
                            agreement, the payee may not commute, anticipate,
                            assign, alienate or otherwise hinder the receipt of
                            any payment.

Policy Form No. L-8613                                                Page 19


<PAGE>   21


                              ANNUITY OPTION TABLE

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

OPTION ONE - 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

OPTION TWO AND THREE - LIFE ANNUITY WITH INSTALLMENTS GUARANTEED

<CAPTION>

Age of            Monthly Payments Guaranteed        Age of            Monthly Payments 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       4.17     4.16     4.13     4.06    3.96     55       3.87     3.86     3.84    3.81     3.75
56       4.27     4.25     4.21     4.14    4.03     56       3.95     3.94     3.92    3.88     3.82
57       4.36     4.35     4.30     4.22    4.09     57       4.03     4.02     4.00    3.95     3.88
58       4.46     4.45     4.40     4.30    4.16     58       4.11     4.11     4.08    4.03     3.95
59       4.57     4.55     4.50     4.39    4.22     59       4.21     4.20     4.17    4.11     4.01
60       4.69     4.67     4.60     4.48    4.29     60       4.30     4.29     4.26    4.19     4.08
61       4.81     4.79     4.71     4.57    4.36     61       4.41     4.40     4.35    4.28     4.15
62       4.94     4.92     4.83     4.66    4.43     62       4.52     4.50     4.46    4.37     4.23
63       5.09     5.05     4.95     4.76    4.49     63       4.64     4.62     4.56    4.46     4.30
64       5.24     5.20     5.08     4.86    4.56     64       4.76     4.74     4.68    4.56     4.37
65       5.40     5.35     5.21     4.96    4.62     65       4.90     4.87     4.80    4.66     4.45
66       5.57     5.52     5.35     5.06    4.69     66       5.04     5.01     4.93    4.77     4.52
67       5.75     5.69     5.49     5.17    4.75     67       5.19     5.16     5.06    4.87     4.59
68       5.95     5.87     5.64     5.27    4.81     68       5.36     5.32     5.20    4.98     4.66
69       6.15     6.07     5.80     5.37    4.86     69       5.53     5.49     5.35    5.10     4.73
70       6.38     6.27     5.96     5.48    4.91     70       5.72     5.68     5.51    5.21     4.80
71       6.61     6.49     6.12     5.58    4.96     71       5.93     5.87     5.67    5.33     4.86
72       6.86     6.72     6.29     5.68    5.00     72       6.15     6.08     5.85    5.44     4.92
73       7.13     6.96     6.47     5.77    5.04     73       6.39     6.31     6.03    5.56     4.97
74       7.42     7.21     6.64     5.86    5.08     74       6.65     6.55     6.21    5.67     5.02
75       7.72     7.48     6.82     5.95    5.11     75       6.93     6.81     6.41    5.78     5.06
76       8.05     7.76     7.00     6.03    5.14     76       7.24     7.08     6.60    5.88     5.10
77       8.40     8.06     7.18     6.11    5.17     77       7.57     7.38     6.80    5.98     5.13
78       8.77     8.37     7.35     6.18    5.19     78       7.92     7.69     7.01    6.07     5.16
79       9.18     8.69     7.53     6.25    5.20     79       8.31     8.02     7.21    6.15     5.18
80       9.60     9.03     7.70     6.31    5.22     80       8.72     8.37     7.41    6.23     5.20
81      10.06     9.38     7.86     6.36    5.23     81       9.17     8.74     7.61    6.30     5.22
82      10.55     9.74     8.02     6.41    5.24     82       9.66     9.13     7.80    6.35     5.23
83      11.07    10.12     8.17     6.45    5.25     83      10.20     9.54     7.98    6.41     5.24
84      11.63    10.50     8.32     6.49    5.26     84      10.77     9.96     8.15    6.45     5.25
85      12.22    10.89     8.45     6.52    5.26     85      11.39    10.40     8.31    6.49     5.26
</TABLE>




<PAGE>   22



                              ANNUITY OPTION TABLE
                                   (CONTINUED)




OPTION FOUR - JOINT AND 100% SURVIVOR ANNUITY

<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       3.49     3.66     3.81     3.93    4.02     4.08     4.12
60       3.61     3.83     4.05     4.24    4.40     4.52     4.59
65       3.69     3.97     4.28     4.57    4.84     5.05     5.20
70       3.76     4.09     4.47     4.89    5.31     5.67     5.95
75       3.80     4.17     4.63     5.16    5.75     6.34     6.83
80       3.83     4.23     4.73     5.37    6.14     6.99     7.80
85       3.84     4.26     4.80     5.51    6.44     7.55     8.75
</TABLE>



Rates for ages not shown here will be provided upon request.

<PAGE>   23


GROUP FLEXIBLE PREMIUM MODIFIED GUARANTEED, FIXED AND VARIABLE DEFERRED ANNUITY

NON-PARTICIPATING

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SUBACCOUNTS ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR
AMOUNT. WITHDRAWALS AND TRANSFERS FROM THE GUARANTEED PERIOD VALUE BEFORE THE
END OF THE GUARANTEED PERIOD ARE SUBJECT TO A MARKET VALUE ADJUSTMENT.

This is a legal contract between the Contactholder and Kemper Investors Life
Insurance Company.

READ YOUR CONTRACT CAREFULLY


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

Policy Form No. L-8613






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