KEMPER INVESTORS LIFE INSURANCE CO
S-1/A, EX-99.4(C), 2000-06-21
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<PAGE>   1
                                                                    EXHIBIT 4(c)
KEMPER INVESTORS LIFE INSURANCE COMPANY                     [ZURICH KEMPER LOGO]
A Stock Life Insurance Company
1 Kemper Drive
Long Grove, Illinois 60049-0001






RIGHT TO CANCEL - FREE LOOK PROVISION - At any time within 10 days of receiving
this contract you may return it to us or to the agent through whom it was
purchased. Immediately upon our receipt, this contract will be voided as if it
had never been in force. All purchase payments allocated to Guarantee Periods
plus the Fixed Account plus the Separate Account contract value computed at the
end of the valuation period following our receipt of this contract will then be
refunded within ten days.

We agree to pay an annuity to the Annuitant provided the Annuitant is living and
this contract 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 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
this contract.

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.

       Debra P. Rezabek                         Gale K. Caruso
           Secretary                               President


INDIVIDUAL 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 Owner and Kemper Investors Life Insurance
Company.

READ YOUR CONTRACT CAREFULLY

Policy Form No. L-8589


<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                                                                         9
         Fixed Account Contract Value                                                            9

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

GUARANTEE PERIOD PROVISIONS                                                                      10
         Guarantee Period Value                                                                  10

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

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

TRANSFER AND WITHDRAWAL PROVISIONS                                                               12 - 14
         Transfers During the Accumulation Period                                                12
         Withdrawals During the Accumulation Period                                              13
         Transfer and Withdrawal Procedures                                                      13 - 14

VARIABLE ACCOUNT PROVISIONS                                                                      10 - 12
         Separate Account                                                                        10
         Liabilities Of Separate Account                                                         10
         Subaccounts                                                                             11
         Rights Reserved By the Company                                                          11
         Accumulation Unit Value                                                                 12
</TABLE>


<PAGE>   3


                               CONTRACT SCHEDULE

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

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

GUARANTEED PERIODS AVAILABLE ON ISSUE DATE:
     [ 1 THROUGH 10 ] YEARS

KILICO VARIABLE ANNUITY SEPARATE ACCOUNT
 SUBACCOUNTS AVAILABLE ON ISSUE DATE:
[KEMPER MONEY MARKET
KEMPER GOVT. SECURITIES
KEMPER HIGH YIELD
KEMPER TOTAL RETURN
KEMPER GROWTH
KEMPER SMALL CAP GROWTH
KEMPER INVESTMENT GRADE BOND
KEMPER TECHNOLOGY
SCUDDER BOND
SCUDDER CAPITAL GROWTH
SCUDDER 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 CAP
ALGER MID-CAP
AMERICAN CENTURY INCOME & GROWTH
AMERICAN CENTURY VALUE
J.P. MORGAN SMALL COMPANY
DREYFUS SOCIALLY RESPONSIBLE GROWTH
WARBURG PINCUS EMERGING MARKETS]



L-8589                                                                    PAGE 2
<PAGE>   4


                               CONTRACT SCHEDULE

CERTIFICATE NUMBER: K00008589                           ISSUE DATE: JULY 1, 2000

ANNUITANT: JOHN DOE

SEX: MALE                                               ISSUE AGE: 35

MAXIMUM ANNUITIZATION AGE: 95

QUALIFIED OR NONQUALIFIED TYPE: QUALIFIED

MINIMUM INITIAL PURCHASE PAYMENT:       [$25,000]
SUBSEQUENT PURCHASE PAYMENT:
            MINIMUM:                    $100
            MAXIMUM:                    [$1,000,000]

INITIAL PURCHASE PAYMENT RECEIVED:      $25,000

SEPARATE ACCOUNT CHARGES:
    DEDUCTED DAILY FROM THE SUBACCOUNTS
    MORTALITY AND EXPENSE RISK CHARGE:
        CURRENT             [1.25% ANNUALLY
        MAXIMUM             1.40% ANNUALLY]


[RECORD MAINTENANCE CHARGE:
WE WILL ASSESS A RECORDS MAINTENANCE CHARGE AT THE END OF EACH CALENDAR
QUARTER, 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 CONTRACT VALUE ON THE DATE THE CHARGE IS MADE:

             AMOUNT OF                  RECORDS MAINTENANCE
             CONTRACT VALUE             FEE
             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 $25 FOR EACH TRANSFER IN EXCESS OF 12 IN A
CONTRACT YEAR.]



L-8589                                                                    PAGE 3
<PAGE>   5


                               CONTRACT SCHEDULE

MARKET VALUE ADJUSTMENT FORMULA:

[THIS ADJUSTMENT IS MADE FOR AMOUNTS TRANSFERRED OR WITHDRAWN BEFORE THE END OF
A GUARANTEE PERIOD. THE ADJUSTMENT MAY BE POSITIVE OR NEGATIVE BUT THE DEDUCTION
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) .075

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

(3) THE INTEREST RATE BEING GUARANTEED ON NEW ALLOCATIONS TO A GUARANTEE PERIOD
    WITH THE PERIOD EQUAL TO THE NUMBER OF YEARS REMAINING IN THE GUARANTEE
    PERIOD (ROUNDED UP) LESS THE RATE GUARANTEED ON THE MONEY BEING WITHDRAWN
    OR TRANSFERRED.

(4) THE AMOUNT WITHDRAWN OR TRANSFERRED.]

INITIAL ALLOCATION TO GUARANTEE PERIODS:
                 PERIOD                     RATE*
                 5 YRS                      6.00%

* STATED AS AN ANNUAL EFFECTIVE RATE





L-8589                                                                    PAGE 4

<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 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 this contract which begins
                                    on the Annuity Date.

                                    ANNUITY DATE: The date on which this
                                    Contract 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 Contact
                                    Schedule, unless otherwise agreed. The 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 this amount of variable
                                    Annuity payments after the first Annuity
                                    payment.

                                    CONTRACT VALUE: The sum of the Fixed Account
                                    Contract Value plus the Separate Account
                                    Contract Value plus the Guarantee Period
                                    Value.

                                    CONTRACT YEAR: A one-year period starting on
                                    the Issue Date and successive contract
                                    anniversaries

                                    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 CONTACT VALUE: The Fixed
                                    Account Contract Value is the value of
                                    amounts allocated under this contract to the
                                    Fixed Account.

                                    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 Contract
                                    Schedule.

                                    GUARANTEE PERIOD VALUE: 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
                                    Contract 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.

Policy Form No. L-8589                                                    Page 5


<PAGE>   7


Policy Form No. L-8589                                                    Page 6

DEFINITIONS (CONTINUED)

                                    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 Contract
                                    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 Contract Schedule.

                                    NONQUALIFIED: This contract issued to other
                                    than a qualified plan.

                                    OWNER: See "You, Your, Yours" below.

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

                                    QUALIFIED PLAN: This contract 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 contract as specified
                                    in the Contract Schedule. We reserve the
                                    right to make this charge against the Fixed
                                    Account Contract 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.

                                    SEPARATE ACCOUNT CONTRACT VALUE: The sum of
                                    the Subaccount Values of this contract on
                                    Valuation Date.

                                    SUBACCOUNTS: The Separate Account has
                                    Subaccounts. The Subaccounts initially
                                    available are stated in the contract
                                    schedule.

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

                                    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.



<PAGE>   8



DEFINITIONS (CONTINUED)

                                    YOU, YOUR, YOURS: The party(ies) named as
                                    Owner in the application unless later
                                    changed as provided in this contract. (See
                                    Change of Ownership.) The Owner is the
                                    Annuitant unless a different Owner is named
                                    in the application. Under a nonqualified
                                    annuity when more than one person is named
                                    as Owner, the terms "you", "your" means
                                    Joint Owners. The Owner may be changed
                                    during the lifetime of the Owner and the
                                    Annuitant. The 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 this
                                    contract.

GENERAL PROVISIONS

THE CONTRACT                        This contract, any attached endorsements and
                                    the attached application 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.

MODIFICATION OF CONTRACT            Only our president, secretary and assistant
                                    secretaries have the power to approve a
                                    change or waive any provision of this
                                    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 this contract.

                                    Upon notice to the Owner or the payees
                                    during the annuity period, the contract 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 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 Owners. In the
                                    event of a modification, we may make
                                    appropriate endorsement to the contract and
                                    we will obtain all required regulatory
                                    approvals.

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

CHANGE OF ANNUITY DATE              You 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 of this contract 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 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 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.

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

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

REPORTS                             At least once each Contract Year we will
                                    send you 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.


Policy Form No. L-8589                                                    Page 7
<PAGE>   9





Policy Form No. L-8589                                                    Page 8

GENERAL PROVISIONS (CONTINUED)

PREMIUM TAXES                       We will make a deduction for state premium
                                    taxes in certain situations. On any contract
                                    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 Contract Value upon
                                    total withdrawal; or c. from the total
                                    Contract Value applied to an annuity option
                                    at the time Annuity payments start.

QUALIFIED PLANS                     If this contract is issued under a qualified
                                    plan additional provisions may apply. The
                                    rider or amendment to this contract 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
OF VALUES                           investment experience factor, the number and
                                    value of Accumulation Units, and the number
                                    and value of Annuity Units shall be
                                    conclusive upon the Owner, any Payee, and
                                    any Beneficiary.

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

CREDITORS                           The proceeds of this contract 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.

OWNERSHIP PROVISIONS

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

                                    Before the Annuity Date or any distribution
                                    of death benefit, you have the right to
                                    cancel or amend this contract if we agree.
                                    You may exercise every option and right
                                    conferred by this contract. The Joint Owners
                                    must agree to any change if more than one
                                    Owner is named.

CHANGE OF OWNERSHIP                 You may change the Owner by written request
                                    at any time while the Owner and Annuitant
                                    are alive. You must furnish information
                                    sufficient to clearly identify the new Owner
                                    to us. The change is subject to any existing
                                    assignment of this contract. 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 you
                                    to return this contract to us for
                                    endorsement of a change.

BENEFICIARY DESIGNATION AND         The application for this contract shows the
CHANGE OF BENEFICIARY               original beneficiary. You may change the
                                    beneficiary if you send us a written notice
                                    in a form acceptable to us. Changes are
                                    subject to the following conditions:

                                    1. The change must be filed while the
                                       Annuitant is alive;

                                    2. This contract must be in force at the
                                       time you file a change;

                                    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. After we receive the change,
                                       it will take effect on the date the
                                       change form is signed. However, action
                                       taken by us before the change form was
                                       received will remain in effect; and


<PAGE>   10





OWNERSHIP PROVISIONS (CONTINUED)

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

                                    We may require you to return this contract
                                    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 your estate
                                    when you die, or to the estate of the
                                    annuitant upon the death of the annuitant if
                                    you are not also the Annuitant. If a
                                    beneficiary dies within ten days of the date
                                    of your death, the death benefit will be
                                    paid as if you had survived the beneficiary.
                                    If a beneficiary dies within ten days of the
                                    death of the Annuitant and you are not the
                                    Annuitant, we will pay the death benefit as
                                    if the Annuitant survived the beneficiary.
                                    If you, the Annuitant, and the beneficiary
                                    die simultaneously, we will pay the death
                                    benefit as if you had survived the Annuitant
                                    and the beneficiary.

PURCHASE PAYMENT PROVISIONS

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

PURCHASE PAYMENT                    The minimum and maximum Purchase Payments
LIMITATIONS                         that may be made are shown on the Contract
                                    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 your most recent
                                    instructions at the time we receive your
                                    Purchase Payment.


PLACE OF PAYMENT                    All Purchase Payments under this contract
                                    must be paid to us at our home office or
                                    such other location as we may select. We
                                    will notify you 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.

FIXED ACCOUNT PROVISIONS

FIXED ACCOUNT CONTRACT VALUE        The Fixed Account Contract Value is
                                    increased by: 1. your Purchase Payment
                                    allocated to the Fixed Account; 2. amounts
                                    transferred from a Guarantee Period or
                                    Subaccount to the Fixed Account at your
                                    request; and 3. the interest credited to
                                    amounts so allocated or transferred.
                                    Transfers, charges, and withdrawals from the
                                    Fixed Account reduce the Fixed Account
                                    Contract 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 you allocate a Purchase
                                    Payment or transfer money into the Fixed
                                    Account, you 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 contracts.



Policy Form No. L-8589                                                    Page 9
<PAGE>   11



Policy Form No. L-8589                                                   Page 10

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
                                    Contract are shown in the Contract Schedule.

GUARANTEE PERIOD VALUE              On any Valuation Date, the Guarantee Period
                                    Value includes:


                                    1. your 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 Contract 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 you tell
                                    us to do otherwise.

ACCUMULATED GUARANTEE               On any Valuation Date, the Accumulated
PERIOD VALUE                        Guarantee 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 Contract Year a
                                    result identical to the one produced by
                                    applying an annual interest rate.

MARKET VALUE ADJUSTMENT             The Market Value Adjustment formula is
                                    stated in the Contract 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 this contract
                                    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 this contract and
                                    may be allocated for certain other
                                    contracts.

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.



<PAGE>   12






VARIABLE ACCOUNT PROVISIONS (CONTINUED)


SEPARATE ACCOUNT CONTRACT           On any valuation Date the Separate Account
VALUE                               Contract Value is the sum of Its Subaccount
                                    values.

SUBACCOUNTS                         The Separate Account consists of
                                    Subaccounts. The initial Subaccounts
                                    available under this Contract are shown in
                                    the Contract 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 you to select other
                                    Subaccounts under this contract. 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.

RIGHTS RESERVED BY THE              We reserve the right, subject to compliance
COMPANY                             with the 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
                                    contract.

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






Policy Form No. L-8589                                                   Page 11


<PAGE>   13



Policy Form No. L-8589                                                   Page 12


VARIABLE ACCOUNT PROVISIONS (CONTINUED)

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
FACTOR                              experience 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

                                    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
                                    Contract Schedule for the number of days in
                                    the Valuation Period.

TRANSFER AND WITHDRAWAL PROVISIONS

TRANSFERS DURING THE                All or part of the Separate Account Contract
ACCUMULATION PERIOD                 Value or a Guarantee Period Value may
                                    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 Contract 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.

<PAGE>   14





TRANSFER AND WITHDRAWAL PROVISIONS (CONTINUED)

                                    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 Contract 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, you may
ACCUMULATION PERIOD                 withdraw all or part of the Contract 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. You must return the
                                    Contract to us if you elect 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 you tell 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 you 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 Contract Year.

TRANSFER AND WITHDRAWAL             We will withdraw or transfer from the Fixed
PROCEDURES                          Account or Guarantee Periods as of the
                                    Valuation Date that follows the date we
                                    receive your 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 you request
                                    otherwise. To process a withdrawal, the
                                    request must contain all required
                                    information.


Policy Form No. L-8589                                                   Page 13
<PAGE>   15


Policy Form No. L-8589                                                   Page 14

TRANSFER AND WITHDRAWAL PROVISIONS (CONTINUED)

                                    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
TRANSFER                            from a 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 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
                                    you send 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
                                    Contract 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 this
                                    contract.

                                    If death occurs prior to attaining age 75,
                                    we will pay the greater of: a. the Contract
                                    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 Contract 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 an Owner or the last surviving annuitant
                                    dies while the contract is in effect and
                                    before the Annuity Date, we will pay a death
                                    benefit. If an Owner is a non-natural
                                    person, the death of an annuitant will be
                                    considered as the death of an 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 an 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 this contract.

                                    When you die, we will pay the death benefit
                                    in a lump sum. The entire interest in the
                                    contract must be distributed within five
                                    years from the date of death unless it is


<PAGE>   16

                                    applied under an Annuity Option or the
                                    spouse continues the contract as described
                                    below.

<PAGE>   17


DEATH BENEFIT PROVISIONS (CONTINUED)

                                    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 your 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 you die, the surviving spouse
                                    may elect to be the successor Owner of this
                                    contract, 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. You may make an election
                                    before the Annuity Date providing the
                                    Annuitant is alive. The Annuitant may make
                                    an election on the Annuity Date unless you
                                    have 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 this contract 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 Contract Value is applied under
                                    one of the Annuity options, this contract
                                    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
                                    Contract 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
                                    Contract Value on such date is allocated to
                                    the Separate Account, the Annuity will be
                                    paid as a Variable Annuity. If the Contract
                                    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 Contract Values
                                    existing on such date. Allocations will not
                                    be changed thereafter, except as provided in
                                    the Transfers During the Annuity Period
                                    provision of this contract.


Policy Form No. L-8589                                                   Page 15


<PAGE>   18


Policy Form No. L-8589                                                   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 contract.
                                    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
INSTALLMENTS GUARANTEED             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 Contract 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>   19




ANNUITY PERIOD PROVISIONS (CONTINUED)

VARIABLE ANNUITY                    The Separate Account Contract 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 this
                                    Contract 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. You 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-8589                                                   Page 17

<PAGE>   20

Policy Form No. L-8589                                                   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
ANNUITY PERIOD                      not convert Fixed Annuity payment 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 you
                                    specify 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 contract 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>   21
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 this
                                    contract. 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 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
AND SURVIVAL                        age, sex 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 this
                                    contract 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 this contract.

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
UNDER OPTIONS 1 OR 3                estate 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-8589                                                   Page 19


<PAGE>   22


                              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
</TABLE>


OPTION TWO AND THREE - LIFE ANNUITY WITH INSTALLMENTS GUARANTEED
<TABLE>
<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>   23



                              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>   24







INDIVIDUAL 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 Owner 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-8589



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